8-K

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 14, 2022, MVB Financial Corp. (the “Company”) issued a press release announcing the planned appointment of Steven E. Crouse as the Company’s Chief Financial Officer, with such appointment to be contingent upon, and effective following the closing of the previously announced acquisition of Integrated Financial Holdings, Inc. (“IFH”).

Mr. Crouse, age 58, has served since 2019 as the Executive Vice President and Chief Financial Officer of IFH, with responsibility for the financial management of IFH and its wholly owned subsidiary, West Town Bank & Trust. From 2004 until 2018, Mr. Crouse was the Executive Vice President, Chief Financial Officer of Paragon Bank (now TowneBank) and from 1998 to 2004 was the Senior Vice President, Finance and Chief Accounting Officer at Capital Bank Financial Corporation. Prior to 1998, Mr. Crouse served as an audit manager at McGladry & Pullen (now RSM US LLP). Mr. Crouse is a certified public accountant and holds a B.A. degree in Accounting from North Carolina State University.

There are no arrangements or understandings between Mr. Crouse and any other person pursuant to which Mr. Crouse will be appointed to serve as Chief Financial Officer of the Company, and there is no family relationship between Mr. Crouse and any of the Company’s other directors or executive officers. There are also no related party transactions between Mr. Crouse and the Company that are required to be reported pursuant to Item 404(a) of Regulation S-K.

In connection with his planned appointment, MVB and Mr. Crouse entered into an offer letter (the “Offer Letter”) setting forth the terms of his employment, contingent and effective upon the closing of the acquisition of IFH. Under the Offer Letter, Mr. Crouse will receive an initial annual base salary of $300,000 as well as the receipt of 5,000 shares of Company stock options, at then current market value as of the first day of employment, vesting over five years. Mr. Crouse will also be eligible to participate in the MVB Executive Incentive Compensation Plan for 2022, prorated to his start date, with a 2022 cash incentive target of 25% of base salary, with a maximum cash incentive potential of up to 37.5% of base salary, as well as participating in the MVB Long-Term Incentive Plan, with a long-term incentive target of 25% of base salary in time and performance based restricted stock units. During his employment, Mr. Crouse will be reimbursed for job related expenses and will be eligible for vacation and sick leave, prorated based on start date, as well as being eligible to participate in all health and welfare benefit plans currently offered by the Company.

A copy of the press release announcing the planned appointment of Mr. Crouse is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press release of MVB Financial Corp. dated September 14, 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.

Date: September 14, 2022

Document

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. to Appoint Steven E. Crouse

as Chief Financial Officer

(FAIRMONT, W.Va.) September 14, 2022 – In connection with the previously announced definitive merger agreement of MVB Financial Corp. (“MVBF,” “MVB Financial” or “MVB”) (Nasdaq: MVBF) and Integrated Financial Holdings Inc. (“IFH”) (OTCQX: IFHI), Steven E. Crouse will be appointed Chief Financial Officer of MVBF upon closing of the transaction.

In his new role, Crouse will be responsible for all financial and fiscal management aspects of company operations for MVB. Reporting to Don Robinson, President of MVBF and MVB Bank, Crouse will provide leadership and coordination in administrative, business planning, accounting, finance and budgeting efforts of the company.

“With his nearly 30 years of banking experience, we are pleased to have Steve join Team MVB as a trusted partner,” Robinson said. “As a seasoned executive, Steve will provide immediate value to our organization.”

Crouse most recently served as Executive Vice President (EVP), Chief Financial Officer for Integrated Financial Holdings (“IFH”). He joined the IFH family of companies in 2019. In addition to overseeing the audit function for West Town Bank & Trust, he was responsible for the financial management of the holding company and the bank.

Prior to his tenure at IFH, Crouse was the EVP, Chief Financial Officer at Paragon Bank (now TowneBank) and Senior Vice President, Finance and Chief Accounting Officer at Capital Bank Financial Corporation, working to help develop strategies to maximize shareholder value. He also spent time as an Audit Manager at McGladrey & Pullen. He serves as an Executive Board Member and past Director of Finance for the Boy Scouts of America and holds a B.A. degree in Accounting from North Carolina State University.

Crouse, a Certified Public Accountant, is a graduate of Leadership Raleigh 24, a member of the Board of Directors for Junior Achievement of Eastern North Carolina and is 2022 Chairman of the North Carolina Bankers Association’s NC Bank CFO Peer Group. In 2013 he was named CFO of the Year-Good Samaritan Award by the Triangle Business Journal for his volunteer work with nonprofits. In 2017 he was named CFO of the Year-Large Public Company by the Triangle Business Journal. Crouse and his family reside in Apex, North Carolina.

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.