Business Context and Reporting Period
This Form 8-K filing by MVB Financial Corp. (MVBF) was submitted on December 21, 2023. The report discloses the execution of an Amended and Restated Executive Employment Agreement involving the Company, SPE PR, LLC ("MVB-PR"), and Larry Mazza, the Chief Executive Officer.
Key Financial Metrics
The filing does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on executive compensation arrangements.
- Executive Base Salary: $850,000 annualized for Larry Mazza.
- Contract Term: Three years, effective January 1, 2023, expiring January 1, 2026, with automatic one-year renewals.
Material Changes
The primary material change is the amendment of the executive employment agreement dated March 1, 2021. Key modifications include:
- Co-Employment Structure: MVB-PR is added as a co-employer alongside MVB Financial Corp.
- Role Definition: Mr. Mazza serves as CEO of MVB Financial Corp. and MVB Bank, Inc., and as Manager of MVB-PR.
- Compensation Continuity: The filing states that terms associated with overall compensation and equity-based awards remain unchanged from the prior agreement.
Outlook, Risks, and Contingencies
The filing outlines specific contingencies regarding termination and severance:
- Termination for Cause: No severance or termination benefits; only ratable base salary and accrued benefits are payable.
- Termination Without Cause/Good Reason: Entitles Mr. Mazza to severance, accrued vacation, immediate vesting of non-performance equity awards scheduled to vest within 12 months, and continued eligibility for Performance Share Units (PSUs) scheduled to vest within 12 months.
- Death or Disability: Triggers pro-rated bonus, ratable salary, and immediate vesting of all outstanding equity awards.
- Change in Control: Triggers Change-in-Control Compensation and immediate vesting of all outstanding equity awards.
- Restrictive Covenants: Includes non-competition, non-interference, and non-solicitation provisions during severance or Change-in-Control compensation periods.
Investor Verification Checklist
- Verify the full text of the Amended Employment Agreement (Exhibit 10.1) for specific definitions of "Cause," "Good Reason," and "Change in Control."
- Confirm the financial impact of the co-employment structure with MVB-PR on consolidated reporting.
- Review the specific vesting schedules and performance metrics for the PSUs mentioned in the agreement.
- Check subsequent filings for any changes to the $850,000 base salary or incentive plan participation.