Mvb Financial Corp 8-K, filed Jan 20, 2022
Mvb Financial Corp (MVBF)
8-K
2022-01-20
For: 2022-01-20
View Original
Added on
April 06, 2026
About this 8-K
Mvb Financial Corp filed this 8-K on January 20, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2022, the Board of Directors of MVB Financial Corp. (the “Company”) expanded the number of directors to 10 and appointed Daniel W. Holt as a director to fill the newly created vacancy, effective as of January 17, 2022. Mr. Holt will serve as a director until the next annual meeting of shareholders, at which time he may be nominated to stand for re-election for a term to be specified at such annual meeting of shareholders. Mr. Holt was appointed to serve as a member of the Nominating and Corporate Governance Committee of the Company.
Mr. Holt is a Co-Founder and the Chief Executive Officer of BillGO, Inc. (“BillGO”) a bill payment engine that offers real-time payments, revenue and automation to payment providers. Under his leadership, BillGO has become the top bill payments engine in the financial industry. After serving eight years in the U.S. Air Force, Mr. Holt held several leadership positions in Silicon Valley. For eight years, his team at HEIT built the leading cloud services company for the financial industry. Upon the acquisition of HEIT by Computer Services, Inc. (“CSI”), Mr. Holt led CSI’s technology and services as President and General Manager. During his tenure, CSI became the largest secure banking cloud for community banks and credit unions.
Mr. Holt previously served on MVB’s Board of Directors from 2017 to 2021. Mr. Holt has also served on boards for Allied Payment Network, Dragnet Solutions and Community Funded, and he mentors students in Colorado State University’s Entrepreneurship Program. He earned certifications as a Project Management Professional, Certified Information Systems Security Professional and GIAC Systems and Network Auditor. He is also part of the Fed Secure Payments Task Force. Mr. Holt holds a bachelor’s degree from the University of Maryland and an MBA from Colorado State University.
The Company and its subsidiary, MVB Bank, Inc. (the “Bank”) have certain relationships with Mr. Holt and with BillGO, of which Mr. Holt is Co-Founder and CEO. Mr. Holt currently maintains certain personal deposit accounts with the Bank. The Bank also maintains a commercial lending relationship with BillGO originally established in 2017, providing BillGO with a line of credit secured by a deposit account maintained by BillGO with the Bank. The line of credit with BillGO and Mr. Holt’s deposit accounts were entered into in the ordinary course of business and on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. The Company’s management believes that these banking relationships do not involve more than the normal business risk of collection or include any unfavorable features. Since 2016, the Company and the Bank have made periodic debt and equity investments in BillGO. During the year ended December 31, 2021, the Company and the Bank collectively purchased $2.5 million in convertible debt of BillGO, increasing their aggregate total investment in BillGO to approximately $10.1 million.
There were no arrangements or understandings pursuant to which Mr. Holt was appointed as a director. Mr. Holt will be entitled to the same compensation and benefits made available to the Company’s non-employee directors generally.
A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated January 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| MVB Financial Corp. | ||||||||
| By: | /s/ Larry F. Mazza | |||||||
| Larry F. Mazza President and Chief Executive Officer | ||||||||
Date: January 20, 2022
Exhibit 99.1
N E W S R E L E A S E
MEDIA CONTACT
Amy Baker
VP, Corporate Communications and Marketing
MVB Bank
abaker@mvbbanking.com
(844) 682-2265
INVESTOR RELATIONS
Marcie Lipscomb
mlipscomb@mvbbanking.com
(844) 682-2265
MVB Financial Corp. Names Dan Holt as Director
(FAIRMONT, W.Va.) January 20, 2022 – The Board of Directors of MVB Financial Corp. (“MVB” or “MVB Financial”) (Nasdaq: MVBF) has announced the appointment of Daniel W. Holt as a Member of the Board.
“MVB is pleased that Dan is rejoining the MVB Board of Directors, where he previously served from 2017 to 2021. As a leader in the Fintech world, Dan has been a great asset to the Board and an exceptional resource in supporting MVB as the company executes in the Fintech industry,” said David Alvarez, Chairman, MVB Financial Board of Directors.
On January 17, 2022, the MVB Board of Directors expanded the number of directors to 10 and elected Daniel W. Holt as a director, subject to the approval of the shareholders of MVB at the next annual meeting of shareholders, which is scheduled for May 17, 2022, to serve for a term to be defined at the same MVB annual meeting. Holt will serve as a member of the Nominating and Corporate Governance Committee of the MVB Board.
Holt is Co-Founder and CEO of BillGO, Inc. (“BillGO”) an award-winning real-time bill management and payments platform that serves more than 30 million consumers and thousands of financial institutions, fintechs, and billers. Under his leadership, BillGO has become the top bill payments engine in the financial industry. After serving eight years in the U.S. Air Force, Holt held several leadership positions in Silicon Valley. For eight years, his team at HEIT built the leading cloud services company for the financial industry. Upon its acquisition, Holt led CSI’s technology and services as President and General Manager. During his tenure, CSI became the largest secure banking cloud for community banks and credit unions.
Holt has served on boards for Allied Payment Network, Dragnet Solutions and Community Funded, and he mentors students in Colorado State University’s Entrepreneurship Program. He earned certifications as a Project Management Professional, Certified Information Systems Security Professional and GIAC Systems and Network Auditor. He is also part of the Fed Secure Payments Task Force. Holt holds a bachelor’s degree from the University of Maryland and an MBA from Colorado State University.
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About MVB Financial Corp.
MVB Financial Corp., the holding company of MVB Bank, Inc., is publicly traded on The Nasdaq Capital Market® under the ticker “MVBF.” Nasdaq is a leading global provider of trading, clearing, exchange technology, listing, information and public company services. Through its subsidiary, MVB Bank, Inc., and the Bank’s subsidiaries, the Company provides financial services to individuals and corporate clients in the Mid-Atlantic region and beyond. For more information about MVB, please visit http://ir.mvbbanking.com.
Forward-looking Statements
MVB Financial Corp. has made forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, in this earnings release that are intended to be covered by the protections provided under the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations about the future and subject to risks and uncertainties. Forward-looking statements include, without limitation, information concerning possible or assumed future results of operations of the Company and its subsidiaries. Forward-looking statements can be identified by the use of words such as “may,” “could,” “should,”, “would,” “will,” “plans,” “believes,” “estimates,” “expects,” “anticipates,” “intends,” “continues,” or the negative of those terms or similar expressions. Note that many factors could affect the future financial results of the Company and its subsidiaries, both individually and collectively, and could cause those results to differ materially from those expressed in forward-looking statements. Therefore, undue reliance should not be placed upon any forward-looking statements. Those factors include but are not limited to: market, economic, operational, liquidity, and credit risk; changes in market interest rates; inability to achieve anticipated synergies and successfully integrate recent mergers and acquisitions; inability to successfully execute business plans, including strategies related to investments in financial technology companies; competition; length and severity of the COVID-19 pandemic and its impact on the Company’s business and financial condition; changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; operational risks and risk management failures; and government regulation and supervision. Additional factors that may cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as well as its other filings with the SEC, which are available on the SEC’s website at www.sec.gov. Except as required by law, the Company disclaims any obligation to update, revise, or correct any forward-looking statements.