8-K
MVB FINANCIAL CORP (MVBF)
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
Date of Report (Date of earliest event reported) July 10, 2025
MVB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
| West Virginia | 001-38314 | 20-0034461 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File No.) | (IRS Employer<br> <br>Identification No.) |
| 301 Virginia Avenue, Fairmont, West Virginia | 26554-2777 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (304) 363-4800
Not Applicable
(Former name or former address, if changed since last report)
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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each exchange<br>on which registered |
|---|---|---|
| Common Stock, $1.00 par value | MVBF | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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. |
|---|
Departure of Donald T. Robinson as President and Chief Financial Officer
On July 10, 2025, MVB Financial Corp. (the “Company”) and its wholly-owned subsidiary, MVB Bank, Inc. (the “Bank”), mutually agreed with Donald T. Robinson that Mr. Robinson would depart from his position as President and Chief Financial Officer of the Company and the Bank, with such departure to be effective as of July 14, 2025 (the “Transition Date”). Mr. Robinson has indicated that he had no disagreements with the operations, policies or practices of the Company or the Bank, and is departing to pursue other opportunities.
Reappointment of Larry F. Mazza as President
The Company’s current Chief Executive Officer, Larry F. Mazza will reassume the role of President of the Company and the Bank as of the Transition Date. Information about Mr. Mazza’s business background and experience can be found in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on April 7, 2025 (the “Proxy Statement”), which business background and experience is incorporated herein by reference. Mr. Mazza does not have any family relationships with any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Michael R. Sumbs as Executive Vice President and Chief Financial Officer
On July 10, 2025, the boards of directors of the Company and the Bank each appointed Michael R. Sumbs to serve as Executive Vice President and Chief Financial Officer of the Company and the Bank, effective as of the Transition Date.
From 2017 until 2025, Mr. Sumbs, age 39, worked in a variety of capacities in investment banking with Raymond James & Associates, Inc., most recently serving as a Director in the financial services practice. Prior to his role at Raymond James, Mr. Sumbs worked in the financial services investment banking group at Macquarie Capital and in a Strategy & Corporate Development role for Yadkin Financial Corporation (acquired by F.N.B. Corporation). Mr. Sumbs started his career at Keefe, Bruyette & Woods, Inc. and has over 15 years of experience working with and for financial institutions. Mr. Sumbs received a B.S. in Business Administration from the University of Richmond and a Master’s Degree in Business Administration from The Fuqua School of Business at Duke University.
Mr. Sumbs does not have any family relationships with any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Appointment of Jonathan T. Logan as Chief Accounting Officer
On July 10, 2025, the boards of directors of the Company and the Bank each appointed Jonathan T. Logan to serve as the Chief Accounting Officer of the Company and the Bank, effective as of the Transition Date.
From 2020 until 2025, Mr. Logan, age 41, was the Executive Vice President and Chief Financial Officer of William Penn Bank, based in Bristol, Pennsylvania, where he oversaw all financial, accounting and regulatory matters. From 2011 to 2019, he served as Corporate Controller for Beneficial Bank (acquired
by WSFS Financial), based in Philadelphia, Pennsylvania, where he oversaw internal and external financial, regulatory and accounting matters. Prior to 2011, he worked as a manager for Assurance, servicing clients within the financial services industry and other industries. Mr. Logan is a Certified Public Accountant and received a B.S. in accounting from Susquehanna University.
Mr. Logan does not have any family relationships with any director or executive officer of the Company required to be disclosed under Item 401(d) of Regulation S-K or any direct or indirect material interest in any transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Robinson Transition Agreement
On July 10, 2025, the Company entered into a Transition Agreement with Mr. Robinson, providing for the succession and transition of his duties as President and Chief Financial Officer of the Company.
The Transition Agreement provides for a non-executive employment period commencing on the appointment of the new chief financial officer, which commencement date shall be the Transition Date and continuing through August 31, 2025 (the “Separation Date”, and such period, the “Initial Transition Period”). During the Initial Transition Period, Mr. Robinson will serve in a non-executive employee capacity, providing full-time services and assistance with respect to any transition needs and other support as requested by the Company.
Pursuant to the terms of the Transition Agreement, on or about the Separation Date, Mr. Robinson will be paid all accrued obligations, including accrued salary, unused vacation, equity-related compensation or rights vested as of that date, a pro-rated bonus for 2025, and other compensation due under any applicable pension plan. In consideration for his services in facilitating and supporting the transition, (i) the Company will continue to pay Mr. Robinson his base salary through the first anniversary of the Transition Date, (ii) the Company will provide certain COBRA continuation coverage benefits as specified in the Transition Agreement, (iii) all time-based restricted stock units and options that are unvested and outstanding as of the Separation Date shall continue to vest in accordance with their terms through the one-year anniversary of the Transition Date, and (iv) existing bank owned life insurance shall be converted into an annuity, a portion of the proceeds of which will be payable to Mr. Robinson at the age of retirement.
In consideration for the compensation to be paid following the Separation Date as described above, Mr. Robinson agrees to provide requested consulting or support on an as-needed reasonable basis during the ten-month period following the Separation Date. The restrictive covenants set forth in Mr. Robinson’s existing employment agreement, including post-employment confidentiality, non-competition and non-solicitation provisions, are incorporated into the Transition Agreement and will apply as described in his existing employment agreement following termination of his employment with the Company.
The foregoing description of the Transition Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.
Sumbs Employment Agreement
On July 10, 2025, the Company entered into an employment agreement with Mr. Sumbs (the “Employment Agreement”).
The Employment Agreement provides for a term commencing on the Transition Date and ending on such date that Mr. Sumbs is no longer employed by the Company. Mr. Sumbs duties shall include serving as
the Executive Vice President and Chief Financial Officer of the Company and the Bank. The Employment Agreement provides for an annual base salary of $375,000 (the “Base Salary”), which may be reviewed and adjusted annually. Such adjustments shall not reduce Mr. Sumbs’ then-current annual Base Salary unless such reduction is part of a proportionate reduction in base salaries at such executive’s level.
In addition, Mr. Sumbs shall receive a signing bonus of $25,000, which Mr. Sumbs shall reimburse to the Company should he resign his employment within twelve months following receipt of the bonus and the Company will match on a one-for-one basis up to 10,000 shares in Company common stock purchased on or before 120 days from hire. Mr. Sumbs will also be eligible to receive approximately 1,670 restricted stock units, valued at $35,000, which will vest over three years and will be eligible for any incentive compensation plan that is currently in effect and as approved by the Company’s Board of Directors.
In the event the Company terminates Mr. Sumbs for cause or due to death or disability (as defined in the Employment Agreement), Mr. Sumbs shall be entitled to any earned but unpaid wages or other compensation (including reimbursements of outstanding expenses and accrued benefits) earned through the termination date.
In the event the Company terminates Mr. Sumbs without cause (as defined in the Employment Agreement), he shall be entitled to (i) all compensation that would have been payable through the applicable term of employment, and (ii) a severance payment of one year of the then current annual Base Salary (the “Severance Amount”), provided that a general release of claims is executed by Mr. Sumbs and compliance with all post-employment covenants. The Severance Amount will be paid on regular payroll dates at the monthly Base Salary rate in effect at the time of termination, with such installments commencing within sixty (60) days following the separation from service. The Severance Amount shall be in addition to Mr. Sumbs earned wages and other compensation (including reimbursements of outstanding expenses and unused vacation) through the date employment is terminated from the Company.
In the event the Company terminates Mr. Sumbs without cause in connection with a change of control (as defined in the Employment Agreement), he shall be entitled to a Change of Control Severance (the “CoC Severance Amount”) in addition to the applicable Severance Amount described above. The CoC Severance Amount shall be an amount equal to 0.5 times the amount of the Severance Amount. In addition, the Employment Agreement also includes provisions related to (i) treatment of confidential information, (ii) the return of the Company’s property in the event of a resignation or termination, and (iii) non-solicitation, non-interference, and non-competition for one (1) year in any U.S. state or city which serves as a place of business of the Company or any subsidiary of the Company.
The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as Exhibit 10.2 and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On July 11, 2025, the Company issued a press release announcing Mr. Robinson’s departure and the appointment of Messrs. Mazza, Sumbs and Logan to the positions described above. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
|---|
(d) Exhibits.
| 10.1 | Transition Agreement, dated July 10, 2025, by and between MVB Financial Corp. and Donald T. Robinson. |
|---|---|
| 10.2 | Employment Agreement, dated July 10, 2025, by and between MVB Financial Corp. and Michael Sumbs. |
| 99.1 | Press Release dated July 11, 2025. |
| 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 | |
| Chief Executive Officer |
Date: July 11, 2025
EX-10.1
Exhibit 10.1
TRANSITION AGREEMENT
Dear Don:
The following outlines our mutual agreement (the “Agreement”), regarding the transition from your roles and employment with MVB Financial Corp., MVB Bank, Inc., and/or its affiliates (collectively, “MVB” or the “Company”), effective as of July 10, 2025 (the “Effective Date”). In consideration of the promises and benefits set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which both of us hereby acknowledge, we agree as follows:
1. Initial Transition Period. **** You agree to continue in your current positions of President and Chief Financial Officer and perform your current regular duties until the earlier of i) the start date of a new Chief Financial Officer of the Company, or (ii) July 31, 2025 (the “Transition Date”), on which date we mutually agree that your Executive Employment Agreement, effective as of March 1, 2021, and any amendments thereto (“Employment Agreement”) shall terminate, and your employment and compensation and benefits thereafter shall be exclusively in accordance with the terms of this Agreement. After the Transition Date, although you will no longer perform in your current positions and, to the extent applicable, hold any positions as an officer, director or manager of the Company or any of its subsidiaries or affiliates, you will continue as an employee providing transitional support through August 31, 2025 **** or such earlier date as provided herein (“the Separation Date”). Such transition period shall be referred to as the “Initial Transition Period.” You will continue to be paid your regular base salary and benefits through the Separation Date, on which day your employment status with the Company shall end. Other than as provided in Section 2, as applicable, your participation in and/or right to any further equity grants, pay or benefits under any incentive/bonus, equity, or other Company or affiliate compensation or other welfare benefit plans or policies shall end as of the Separation Date.
a. Announcement of Transition; Resignations. The parties will cooperate on an agreed public announcement and/or communication of your transition and separation from the Company to third parties. You agree to cooperate in effecting the resignations as requested by MVB from any boards or positions on or in which you served at the request or on behalf of the Company, such as Victor, ICM, and Warp Speed, which resignations shall be effective as of the Transition Date. With respect to Interchecks, we agree that you may remain on such board and not resign from such board (including through renewed terms), provided that through August 31, 2026 you continue to serve as MVB’s representative, You further agree during such time to report to MVB’s CEO following each Interchecks’ board/committee meeting with respect to those matters or events about which you are permitted to report and agree to resign from such board should you accept a position with a competitor of MVB or another financial institution.
b. Obligations – Initial Transition Period. During the Initial Transition Period, unless otherwise agreed by the Company, you shall remain available to provide full-working time services and assistance with respect to any transition needs and to provide other support as requested by the Company.
c. Early Termination of Initial Transition Period. Should either you resign employment for any reason prior to August 31, 2025, or should MVB terminate your employment for Cause (as Cause is defined under the Employment Agreement), MVB shall not be obligated to provide any pay or benefits beyond the Accrued Benefits (i.e., you will not receive the pay and benefits under Section 2(b)).
Page 1 of 10
2. Separation Date; Continuing Consulting Services.
a. Separation Date – Payment of Accrued Obligations & COBRA Coverage. Following the Separation Date, you will be paid or provided (1) all base salary and unused vacation accrued through the Separation Date, paid on the next payroll following the Separation Date; (2) any vested equity-related compensation to which you are entitled under applicable MVB stock incentive plans, which includes those RSUs and Options vested as of the Separation Date, paid out in accordance with the applicable plan; and (3) any other compensation due under any appliable Company pension plan, all less applicable taxes and withholdings (collectively, the “Accrued Obligations”). You understand and agree that you remain subject to any blackout trading periods, if and as applicable, and MVB agrees to amend any time periods specified under plan documents to allow you an additional 120 days to exercise any vested equity should you be unable as a result of any blackout period to exercise within the plan permitted time period.
b. Severance and Consulting Compensation; Equity Treatment. Further, subject to the conditions in Section 1(c), and as further recognition of your past service and in consideration of the ongoing consulting obligations hereunder, the Company shall continue to pay your base salary through the first anniversary of the Transition Date (“Severance and Consulting Compensation”), and will provide a payment for any annual incentive compensation earned for the 2025 fiscal year, pro-rated for the days of the fiscal year worked by you up to the Separation Date (“Pro-rated 2025 Bonus). The Severance and Consulting Compensation shall be paid subject to employee taxes and withholding on the Company’s regular payroll dates commencing after the Separation Date, The Pro-rated 2025 Bonus, if due, shall be paid at the same time other eligible executives receive such payments following the applicable fiscal year.
Provided you timely elect to continue your group health insurance benefit(s) (limited to those benefits in which you and your eligible dependents participated as of the last date of employment) under Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), MVB will also continue to pay the employer-side premiums of your COBRA costs to continue such coverage for up to twelve (12) months following the Separation Date (“COBRA Payment Period”). Any employee-side premiums shall be deducted from the Severance and Consulting Compensation. Should you become eligible to receive group healthcare benefits from another employer during the COBRA Payment Period, payment of your COBRA premiums will cease at the time of such eligibility. You agree to notify the Company promptly upon such employment. Any additional months of COBRA coverage you or your dependents may be entitled to beyond the COBRA Payment Period must be paid at your own cost by you or your dependents.
With respect to your equity grants that are unvested and outstanding as of the Separation Date, the Company agrees that such shall continue to vest in accordance with their original terms through and until the one-year anniversary of the Transition Date, at which time you shall have the rights to exercise or payment as otherwise provided under the applicable MVB stock plan. All other equity-related awards that are unvested as of the Separation Date shall be forfeited as of the Separation Date. The Company further agrees to convert the applicable BOLI policy to a partial annuity policy pursuant to which you will be eligible to receive annual payments of either approximately $37,500 starting at age 70 or $19,780 starting at age 65, with MVB to receive the remaining proceeds, as in accordance with the governing insurance policy provisions.
All of the Company’s obligations under Section 2(b) are further expressly conditioned upon (i) you executing and delivering to the Company a general release in the form attached hereto as Exhibit A (the “Release”) following the Separation Date (not before) and the Release becoming irrevocable within 30 days of the Separation Date (the date the Release becomes irrevocable, the “Release Effective Date”); and (ii) you continuing to comply with all post-employment covenants under this Agreement.
Page 2 of 10
These payments and benefits are in full settlement of any and all rights to compensation or benefits by reason of your employment or other agreement, Company policy or plan, or otherwise. In no event shall any payment, or any part thereof, be considered earnings or compensation for any purposes of Company benefits, benefit plans, and retirement plans.
3. Other Terms and Covenants.
a. During the ten-month period following the Separation Date, you agree to provide requested consulting or support on an as-needed reasonable basis, including but not limited to assistance and/or review of any required Company financial related reports or filings (e.g., 10k, proxy, annual report), participation in limited investor or shareholder meetings, and other reasonable transitional support if and as needed, and such support will not interfere or impact your work at a future employer. MVB agrees to reimburse you for all reasonable travel and business expenses incurred by you as the result of such requested assistance, in accordance with Company policies.
b. You agree to provide reasonable and prompt responses as requested by the Company regarding issues relating to your employment and agree to cooperate with MVB and its attorneys and other representatives as may be reasonably required or requested concerning any past, present or future legal matters involving third parties, with the understanding that any meetings you are required to attend are scheduled at mutually agreeable times. Should MVB request your assistance after the first anniversary of the Transition Date, it shall reimburse you for all reasonable travel costs and time required for such assistance.
c. You further agree to refrain from making or encouraging, directly or indirectly, any publication or statement, oral or written, of a disparaging or defamatory nature to any third party, including but not limited to employees, shareholders, or business partners of MVB, pertaining to MVB and/or Related Persons. The Company agrees to refrain from making or authorizing any public statement, oral or written, of a disparaging or defamatory nature about you, and the Company shall direct its officers and directors to refrain from making or encouraging, directly or indirectly, any statement, oral or written, of a disparaging or defamatory nature to any third party about you.
d. You agree to abide by and independently reaffirm any confidentiality, non-competition and non-solicitation covenants in Paragraphs 8 and 12 of your Employment Agreement or in other award agreements with the Company, which shall survive the termination of employment and the Employment Agreement and are hereby incorporated into this Agreement. You further understand and acknowledge the existence of our confidential information and our ability to reserve it for the exclusive knowledge and use of the Company is of great competitive importance and commercial value to the Company, and you agree not to disclose it, and you acknowledge that improper use or disclosure of the confidential information by you may cause the Company to incur financial costs, loss of business advantage, liability under confidentiality agreements with third parties, civil damages, and criminal penalties.
e. You agree to return to MVB all confidential information and all other property, both tangible and intangible, of MVB or its Related Persons, in good condition, including but not limited to Company products, cell phone, laptop, and any other documents relating to Company or affiliate technology.
Page 3 of 10
f. MVB agrees, covenants, and stipulates, which agreement, covenant, and stipulation shall bind and run with this Agreement, that MVB shall defend, indemnify, protect, and hold you harmless, to the fullest extent permitted by law, against, from all and any actions, assessments, causes of action, charges, claims, costs, damages, demands, expenses, fees, fines, impositions, injuries, judgments, liabilities, liens, losses, and penalties, including, without limitation, charges, costs, expenses, and fees of accountants, advisors, consultants, experts, and legal counsel, of any and every character, description, kind, manner, and nature expended, incurred, suffered, or sustained by you arising out of, by reason of, or resulting from your employment with MVB including during the Transition Period and the period in time following the Separation date when you are providing consulting services and or support.
4. Your Representations. You specifically represent, warrant, and confirm the following:
a. you have not filed any claims, complaints, or actions of any kind against the Company with any federal, state, or local court or government or administrative agency;
b. you have not made any claims or allegations to the Company related to discrimination, sexual harassment, sexual abuse, or other illegal acts, and that none of the payments set forth in this Agreement are related to discrimination, sexual harassment, sexual abuse or other illegal acts;
c. you have been properly paid all wages, vacation, employment benefits, bonuses, incentives, equity-based compensation, and other compensation due from the Company except as otherwise expressly provided for under this Agreement;
d. you have not engaged in any unlawful conduct relating to the business of the Company.
5. Release and Waiver of Claims.
a. You, on behalf of yourself and your heirs, administrators, executors, personal representatives, and assigns, forever release MVB, and its Related Persons (which term “Related Persons” includes, as applicable, and parent and other affiliated companies (including but not limited to MVB Financial Corp. and its affiliates) and each of their successors, assigns, predecessors, directors, officers, shareholders, members, partners – both general and limited, employees, representatives, agents, counsel, and insurers, and the heirs, administrators, executors, successors, and assigns of each of the foregoing) from, and covenants not to bring suit or otherwise institute legal proceedings or claims against any of them arising in whole or in part from, all claims arising from events occurring prior to or contemporaneously with the execution of this Agreement that you now have or may have of any nature whatsoever against MVB or its Related Persons, be they common law or statutory, legal or equitable, in contract or tort, including but not limited to claims arising out of the period of your employment or relationship with MVB or a related entity, as well as any claim for compensation or benefits or claims arising under any agreement with MVB or otherwise relating to the practices or policies of MVB or its affiliates.
Page 4 of 10
b. This release includes, but is not limited to, any claim for wages or other compensation, any claim of wrongful discharge or termination, and any claim of discrimination or retaliation on any basis, including race, color, national origin, religion, sex, age or disability arising under any federal, state, or local statute, ordinance, order or law, including but not limited to claims arising from the Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended; the Family Medical Leave Act, as amended; the Fair Labor Standards Act, as amended; the False Claims Act, any claim for advance notice of termination; and any claim that the Related Persons, jointly or severally, in an official or personal capacity, violated any law, or breached any contract or promise, express or implied, or any term or condition of your employment; any claim for promissory estoppel arising out of your employment; and any claims under any employee benefit plans or programs or arrangements (including but not limited to any claims under the Employee Retirement and Income Security Act of 1974, as amended); and any other issue preceding the execution of this Agreement including but not limited to those arising out of, or relating to the period of, your employment and/or relationship with MVB or its Related Persons. You hereby waive all rights to assert a claim for relief available under any laws, including but not limited to attorney fees, damages, reinstatement, back pay, or injunctive relief. Should you institute any claim released by this section or should any other person institute such a claim on your behalf, you will reimburse MVB or applicable party, as applicable, for any legal fees and expense incurred in defending such a claim. The intent of this section is to capture any and all claims that you have or may have against MVB or any of its Related Persons arising from events occurring prior to the execution of this Agreement.
c. Waiver of Known and Unknown Claims; Notice to West Virginia Employees. You acknowledge that you are releasing claims you know about as well as claims you may not know about. You understand the significance of releasing any claims you may have. Further, you understand you are waiving all rights under the West Virginia Human Rights Act. The toll-free number for the West Virginia Bar Association is 866-989-8227.
d. You hereby represent and warrant that you have not filed or reported any claims or complaints against MVB or any Related Person in any forum and that you have not assigned to any third party or filed with any agency or court any claim released by this section. You further represent that you have not incurred any work-related injury or disease for which you have not already filed a claim.
e. Further, this release does not prohibit you from filing a charge or complaint with any government entity related to your employment or separation of employment, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local government agency or commission (“Government Agencies”). However, you understand that you are waiving your right to recover monetary damages or other individual relief in connection with any such charge or complaint, other than a right to receive an award pursuant to federal whistleblower provisions for information provided to any Government Agencies**.** You do otherwise forever waive your right to recover or receive any monetary damages, attorneys’ fees, back pay, reinstatement or injunctive relief directly or indirectly from MVB and/or Related Persons relating to any matter whatsoever up to the date of this Agreement. Notwithstanding the foregoing, nothing in this Agreement (i) prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict you from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to or consent from the Company, or (ii) to the extent required by law, prohibits or shall be construed to prohibit you from receiving a reward from the Securities and Exchange Commission or other applicable government agency pursuant to Section 21F of the Exchange Act or other applicable whistleblower or other law or regulation in connection therewith.
Page 5 of 10
6. Miscellaneous . You acknowledge and agree that any payments made under this Agreement are in full settlement and discharge of any and all rights or claims which you or your estate may have against MVB, and/or any Related Person arising out of your employment or other relationship with MVB or its Related Persons, or otherwise, and that you are entitled to no additional payments or benefits from MVB or any Related Person that are not specifically referenced in this Agreement and that as of the Execution Date you have no outstanding business or other expenses reimbursable by MVB that have not been submitted to MVB and, accordingly, that no reimbursement is owed for such. This Agreement embodies the complete agreement and understanding between the parties and supersedes and preempts any prior understandings, agreements or representations by or between the parties, written or oral pertaining to the subject matter hereof, including but not limited to the Employment Agreement (except as to your restrictive covenants, which are reincorporated herein).
7. Choice of Law; Arbitration . This Agreement will be governed by and construed in accordance with the laws of West Virginia without regard to its conflict of laws’ provisions. Except for injunctive or equitable actions, any claim, dispute, or controversy concerning this Agreement or your employment that is not resolved by mediation shall, upon election of either party, be resolved exclusively by binding arbitration conducted by the American Arbitration Association (“AAA”) in Morgantown, West Virginia (or some other location on which the parties may agree) in accordance with the Employment Arbitration Rules of the AAA (see https://www.adr.org/Rules) instead of the court system, and judgment upon the award rendered by the panel may be entered in any court having jurisdiction. The arbitrator, in his/her discretion may permit discovery in accordance with the AAA Employment Arbitration Rules. The following claims are excluded from arbitration: 1) claims under an employee benefit or pension plan that either (i) specifies that its claims procedure shall culminate in an arbitration procedure different from this one, or (ii) is underwritten by a commercial insurer which decides claims; (2) claims that, as a matter of applicable law that is not preempted by the Federal Arbitration Act, the parties cannot agree to arbitrate. Neither party shall elect a trial by jury in any action, suit, proceeding, or counterclaim arising out of or in any way connected with this Agreement or your employment.
8. Tax Consequences. It is the Company’s intention that all payments or benefits provided under this Agreement comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), including without limitation the six month delay for payments of deferred compensation to “key employees” upon separation from service pursuant to Section 409A(a)(2)(B)(i) of the Code (if applicable), and this Agreement shall be interpreted, administered and operated accordingly. In no event may you, directly or indirectly, designate the calendar year of any payment under this Agreement. The Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to you or made on your behalf under the terms of this Agreement. You agree and understand that you are responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. You further agree to indemnify and hold the Company harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) your failure to pay, or your delayed payment of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.
Page 6 of 10
Signatures on the following page.
Page 7 of 10
You represent and agree that you have fully read and understand the meaning of thisAgreement and are voluntarily entering into this Agreement with the intention of giving up all claims against MVB and any Related Person. You acknowledge that you are not entering into this Agreement relying on any representations by MVB or anyRelated Person concerning the meaning of any aspect of this Agreement.
| Date: July 10, 2025 | /s/ Donald T. Robinson | |
|---|---|---|
| Donald T. Robinson | ||
| MVB Financial Corp. | ||
| MVB Bank, Inc.: | ||
| Date: July 10, 2025 | By: | /s/ Craig B. Greathouse |
| Name: | Craig B. Greathouse | |
| Title: | Chief Administrative Officer |
Page 8 of 10
Exhibit A
GENERAL RELEASE OF CLAIMS
[ Do not execute prior to Separation Date ]
In consideration of and as required for the payments and benefits to be provided under the Confidential Transition, Separation and Release Agreement (the “Agreement”), by and between you and MVB Bank and MVB Financial Corp. and its affiliates (the “Company” or “MVB”), the sufficiency of which you hereby acknowledge,
(a) You, on behalf of yourself and your heirs, administrators, executors, personal representatives, and assigns, forever release MVB, and its Related Persons (which term “Related Persons” includes, as applicable, and parent and other affiliated companies (including but not limited to MVB Financial Corp. and its affiliates) and each of their successors, assigns, predecessors, directors, officers, shareholders, members, partners – both general and limited, employees, representatives, agents, counsel, and insurers, and the heirs, administrators, executors, successors, and assigns of each of the foregoing) from, and covenants not to bring suit or otherwise institute legal proceedings or claims against any of them arising in whole or in part from, all claims arising from events occurring prior to or contemporaneously with the execution of this Release that you now have or may have of any nature whatsoever against MVB or its Related Persons, be they common law or statutory, legal or equitable, in contract or tort, including but not limited to claims arising out of the period of your employment or relationship with MVB or a related entity, as well as any claim for compensation or benefits or claims arising under any agreement with MVB or otherwise relating to the practices or policies of MVB or its affiliates.
(b) This Release includes, but is not limited to, any claim for wages or other compensation, any claim of wrongful discharge or termination, and any claim of discrimination or retaliation on any basis, including race, color, national origin, religion, sex, age or disability arising under any federal, state, or local statute, ordinance, order or law, including but not limited to claims arising from the Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination in Employment Act, as amended; the Family Medical Leave Act, as amended; the Fair Labor Standards Act, as amended; the False Claims Act, any claim for advance notice of termination; and any claim that the Related Persons, jointly or severally, in an official or personal capacity, violated any law, or breached any contract or promise, express or implied, or any term or condition of your employment; any claim for promissory estoppel arising out of your employment; and any claims under any employee benefit plans or programs or arrangements (including but not limited to any claims under the Employee Retirement and Income Security Act of 1974, as amended); and any other issue preceding the execution of this Release including but not limited to those arising out of, or relating to the period of, your employment and/or relationship with MVB or its Related Persons. You hereby waive all rights to assert a claim for relief available under any laws, including but not limited to attorney fees, damages, reinstatement, back pay, or injunctive relief. Should you institute any claim released by this section or should any other person institute such a claim on your behalf, you will reimburse MVB or applicable party, as applicable, for any legal fees and expense incurred in defending such a claim. The intent of this section is to capture any and all claims that you have or may have against MVB or any of its Related Persons arising from events occurring prior to the execution of this Release.
(c) Waiver of Known and Unknown Claims; Notice to West Virginia Employees. You acknowledge that you are releasing claims you know about as well as claims you may not know about. You understand the significance of releasing any claims you may have. Further, you understand you are waiving all rights under the West Virginia Human Rights Act. The toll-free number for the West Virginia Bar Association is 866-989-8227.
Page 9 of 10
(d) You hereby represent and warrant that you have not filed or reported any claims or complaints against MVB or any Related Person in any forum and that you have not assigned to any third party or filed with any agency or court any claim released by this section. You further represent that you have not incurred any work-related injury or disease for which you have not already filed a claim.
(e) Further, this Release does not prohibit you from filing a charge or complaint with any government entity related to your employment or separation of employment, including but not limited to the Equal Employment Opportunity Commission, the Occupational Safety and Health Administration, the Securities and Exchange Commission, or any other federal, state, or local government agency or commission (“Government Agencies”). However, you understand that you are waiving your right to recover monetary damages or other individual relief in connection with any such charge or complaint, other than a right to receive an award pursuant to federal whistleblower provisions for information provided to any Government Agencies**.** You do otherwise forever waive your right to recover or receive any monetary damages, attorneys’ fees, back pay, reinstatement or injunctive relief directly or indirectly from MVB and/or Related Persons relating to any matter whatsoever up to the date of this Release. Notwithstanding the foregoing, nothing in this Release (i) prohibits, limits or restricts, or shall be construed to prohibit, limit or restrict you from exercising any legally protected whistleblower rights (including pursuant to Section 21F of the Exchange Act and the rules and regulations thereunder), without notice to or consent from the Company, or (ii) to the extent required by law, prohibits or shall be construed to prohibit you from receiving a reward from the Securities and Exchange Commission or other applicable government agency pursuant to Section 21F of the Exchange Act or other applicable whistleblower or other law or regulation in connection therewith.
(f) You represent you have returned to MVB all confidential information and all other property, both tangible and intangible, of MVB or its Related Persons and that you have not retained or transferred any Company data or information outside of the Company.
(g) MVB advises you to consult with an attorney before executing this Release and by signing this Release, you acknowledge that you have been given at least 21 calendar days to consider this Release before signing it. If you sign, it will not become effective until seven (7) calendar days after signing it, and you may, within seven (7) calendar days after signing, revoke this Release in its entirety by providing written notice to MVB via Brad Greathouse, Chief Administrative Officer, at bgreathouse@mvbbanking.com. If written notice of revocation is not received by MVB by the 8^th^ day) after the execution of this Release by you, this Release will become effective and enforceable on that day after which any severance or other payments will be distributed.
You represent and agree that you have fully read and understand the meaning of this Release and are voluntarily entering into this Release with the intention of giving up all claims against the Company and Related Parties.
Donald T. Robinson
Date:
Page 10 of 10
EX-10.2
Exhibit 10.2
EXECUTIVE EMPLOYMENT AGREEMENT
THIS EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) dated as of July 10, 2025, is between MVB Financial Corp., a West Virginia corporation (“Employer”), and Michael R. Sumbs (“Executive”). The parties hereby agree to the following terms.
1. Employment. Employer hereby employs Executive, and Executive hereby accepts employment upon the terms and conditions set forth in this Agreement. Executive’s employment is at-will and may be terminated by either Employer or Executive at any time, with or without cause, subject only to the notice requirements set forth herein.
Term. The term of this Agreement and Executive’s employment hereunder begins on July 14, 2025 and terminates in the manner established in this Agreement.
Duties. Executive shall perform and have all of the duties and responsibilities of the position of EVP, Chief Financial Officer of MVB Financial Corp. and MVB Bank Inc. and such other duties as may be assigned by Employer or its designee from time to time. Executive acknowledges that the duties assigned to Executive may be revised from time to time based on the business needs of Employer and its parent entity(ies), subsidiaries, and affiliates (collectively, the “Employer Group”). Executive shall be familiar with and comply with all applicable laws and regulations governing the Employer Group’s business and shall comply with the policies and procedures established by Employer Group as the same may be modified from time to time. Executive shall be subject to performance guidelines and requirements established by the Employer Group, as the same may be modified from time to time. Executive shall devote Executive’s full business time and best efforts at all times to the business and affairs of the Employer and its affiliates; provided, however, that it shall not be a violation of this provision to (i) devote reasonable periods of time to charitable, community, industry or professional activities, or (ii) manage personal investments, so long as such activities do not interfere with the performance of Executive’s responsibilities under this Agreement or conflict with any of the provisions of this Agreement.
Change of Duties. Executive acknowledges that the duties assigned to Executive may be revised from time to time based on the business needs of the Employer Group. However, Employer acknowledges that Executive’s duties and responsibilities will be commensurate in material respects to Executive’s position hereunder unless otherwise agreed by Executive.
- Compensation and Benefits. In exchange for Executive’s full-time services hereunder, Employer agrees to provide Executive with the following compensation and benefits:
(a) Executive will be paid an initial annualized base salary hereunder of $375,000. Executive’s base salary may be increased annually or as changes to Executive’s position or duties may occur but shall not be reduced unless such reduction is part of a proportionate reduction in base salaries at the Executive’s level for all of the Employer’s executives taken as a whole. Such base salary is payable in accordance with the Employer’s general payroll practices.
(b) Executive is entitled to participate in any and all benefit plans that Employer now and hereafter makes available generally to its employees in accordance with the terms and conditions of such plans, as they may be modified from time to time.
(c) Executive is entitled to reimbursement for normal and reasonable business expenses in accordance with Employer’s policies on expense reimbursement in effect as of the date the expense is incurred, and as may be amended from time to time. All reimbursements will be paid no later than the first quarter of the calendar year immediately following the calendar year in which they were incurred.
(d) Executive is eligible to participate in Employer’s incentive compensation plan as may be in effect from time to time, all as appropriate for Executive’s position and as approved by Employer’s Board of Directors. Executive must be employed on December 31 of a given year to qualify for the incentive compensation opportunity and in order to receive any incentive compensation for that calendar year.
- Termination of Employment; Termination Payments. Employment of Executive under this Agreement and this Agreement may be terminated for any of the following reasons:
(a) By Employer for Cause. Executive’s employment and this Agreement may be terminated immediately on Employer’s determination, in its sole discretion, that a “cause” event has occurred, as described as: i) commission by Executive of a felony, misappropriation, embezzlement, or intentional fraud; ii) knowing violation of any law or regulation applicable to the business of the Employer; iii) material insubordination by Executive with respect to lawful and ethical instructions from the Executive’s manager or other Executives; iv) violation by Executive of any material covenant or obligation under this Agreement; and/or v) material violation or breach of an Employer policy or procedure. Executive shall not be entitled to any termination or severance payment(s) in the event of termination pursuant to this Paragraph 6(a). On termination pursuant to this Paragraph 6(a), Employer shall only be obligated to pay Executive’s base salary for employment up to the date of termination, and payment of any accrued benefits owing to Executive pursuant to applicable law.
(b) By Employer without Cause. Executive’s employment and this Agreement may be terminated without cause by the Employer at any time upon written notice to the Executive. On termination pursuant to this Paragraph 6(b), Employer shall pay Executive the ratable portion of the Executive’s base salary for the period through and including the effective date of termination plus any accrued benefits or other compensation owing to Executive pursuant to applicable plan or law. Employer shall pay any unused paid vacation balance accrued through the time of termination. In addition, if Employer terminates Executive’s employment pursuant to this Paragraph 6(b), Employer shall pay the Executive a severance payment (“Severance Compensation”) equal to twelve (12) months of Executive’s salary (such salary being equal to Executive’s annual base salary at the time of termination). Executive must execute and not revoke a release of claims in the form requested by Employer no later than 21 days following the effective date of termination, or as otherwise required by law, (the “Release”) and continue to comply with all post-employment covenants under this Agreement in order to qualify and receive the Severance Compensation. The Severance Compensation shall be paid on Executive’s regular payroll dates commencing within sixty (60) days following Executive’s date of termination, provided that if such sixty (60) day period spans two (2) calendar years Executive shall not have the right to designate the calendar year in which Severance Compensation payments commence.
2
(c) Change-in-Control Termination. Further, should Employer terminate Executive’s employment pursuant to this Paragraph 6(b) within the one-year period following the occurrence of a Change in Control (or within the 3 months immediately preceding such Change in Control) (a “Change-in-Control Termination”), in addition to the Severance Compensation, Employer shall pay Executive additional Change-in-Control Compensation equal to 0.5 times the amount of the Severance Compensation. Executive must execute a Release and continue to comply with all post-employment covenants under this Agreement in order to qualify and receive the Change-in-Control Compensation. The Change-in-Control Compensation shall be paid on Executive’s regular payroll dates that coincide with the payment of Executive’s Severance Compensation.
Further, Executive’s resignation of employment following the first occurrence of any of the following circumstances (within the Change in Control timeframes set forth above) shall be deemed a termination of Executive’s employment under this Paragraph 6(c):
| i. | A material diminution of Executive’s authority, duties or responsibilities in effect of the date of this<br>Agreement or as increased during the course of Executive’s employment, provided Executive must give Employer, or any successor, written notice of the claimed material diminution of authority, duties, or responsibilities which Employer or its<br>successor does not remedy within fourteen (14) days of Executive’s notice; or |
|---|---|
| ii. | A decrease in the base salary for Executive in effect of the date of this Agreement or as increased during the<br>course of Executive’s employment, provided Executive must give Employer, or any successor, written notice of the claimed material diminution of authority, duties, or responsibilities which Employer or its successor does not remedy within<br>fourteen (14) days of Executive’s notice; or |
| --- | --- |
| iii. | A change in the geographic location at which Executive must perform the services rendered hereunder which is<br>more than fifty (50) miles from Executive’s assigned office location. |
| --- | --- |
For purposes of this Agreement, a “Change in Control” means any of the following: (A) any consolidation or merger of Employer pursuant to which the stockholders of Employer immediately before the transaction do not retain immediately after the transaction direct or indirect beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of the surviving business entity; (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all, or substantially all, of the assets of Employer other than any sale, lease, exchange or other transfer to any company where Employer owns, directly or indirectly, 100% of the outstanding voting securities of such company after any such transfer; (C) the sale or exchange, whether in a single transaction or series of related transactions, by the stockholders of Employer of more than 50% of the voting stock of Employer, such that the stockholders do not, whether directly or indirectly, have beneficial ownership of more than 50% of the total combined voting power of the outstanding voting securities of Employer.
(d) Death or Permanent Disability. If Executive dies, or is unable, due to illness or injury, to fully perform his duties hereunder for a period of six (6) consecutive months, this Agreement shall terminate as of the date of death or as of the final day of the six (6) consecutive month period, as applicable. On termination pursuant to this Paragraph 6(d), Employer shall pay Executive the ratable portion of Executive’s salary for the period through and including the effective date of the termination of this Agreement plus any accrued benefits or other compensation owing to Executive pursuant to applicable plan or law.
3
(e) By Executive Resignation. Executive’s employment and this Agreement may be terminated at any time for any reason by the Executive upon sixty (60) days’ prior written notice to Employer. On termination pursuant to this Paragraph 6(b), Employer shall pay Executive the ratable portion of the Executive’s base salary for the period through and including the effective date of termination plus any accrued benefits or other compensation owing to Executive pursuant to applicable plan or law.
Upon termination of this Agreement or Executive’s employment for any reason, Executive shall be deemed to have resigned as an officer, director (and any committees thereof) and manager of the Employer and any affiliates of Employer, and Executive agrees to take any actions required to affect the same. The parties shall have no further rights or obligations under this Agreement, except as otherwise provided for herein (including, without limitation, under Paragraphs 6, 8-12) and except to the extent accruing prior to the effective date of such termination. Whether any benefits or equity-related grants are considered accrued or vested shall be exclusively determined in accordance with the separate plan documents governing such benefits and/or applicable individual Executive award agreement(s).
Conflict of Interest. Executive agrees that during the employment, he or she will notify the Chief Executive Officer of the Company thirty (30) days prior to engaging in, either directly or indirectly, any situation (a “Conflict of Interest”) in which an individual uses his or her position with the Employer for personal enrichment through access to confidential information; has a financial interest in a transaction with Employer which could affect judgment or otherwise interfere with his or her duties and responsibilities to Employer, by making it difficult to objectively, effectively, and efficiently perform work or discharge responsibilities for Employer; or misuses his or her position in Employer in a way that results in personal gain to him or her. Executive further agrees to provide the same notice to Employer any other facts of which Executive becomes aware which might in Executive’s good faith judgment reasonably be expected to involve or give rise to a Conflict of Interest or potential Conflict of Interest. Once notice is received, Employer will follow its standard procedure to determine if the Conflict of Interest is allowable or restricted.
Confidential Information.
(a) Executive understands and agrees that during the course of Executive’s employment with Employer, Executive will come to know confidential information regarding Employer Group, including business, financial, customer, client, supplier, and other information, which Employer Group holds in the strictest confidence (individually and collectively, “Confidential Information”). Executive will not, whether during employment or at any time thereafter, use, divulge, disclose, or distribute any Confidential Information to any person except in the performance of Executive’s duties hereunder. For purposes of this Agreement, “Confidential Information” does not include information that (i) is available to or known by the public other than as a result of disclosure by Executive, (ii) becomes available to Executive on a non-confidential basis from a source other than Employer Group, or (iii) is required to be disclosed by law, including, without limitation, oral questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process.
4
(b) U.S. Defend Trade Secrets Act Notice of Immunity: The U.S. Defend Trade Secrets Act of 2016 (“DTSA”) provides that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition, the DTSA provides that an individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
(c) Nothing contained in this Agreement shall be construed so as to violate any law or as to require Executive to violate any law, or to refuse to respond to a valid and enforceable subpoena or to a court order compelling Executive to testify or otherwise cooperate or participate in any government investigation. If Executive is subject to any legal process that compels Executive to provide testimony or documents about any matter involving Employer Group or to disclose Confidential Information, Executive will promptly notify Employer sufficiently in advance so that it may seek a protective order or other appropriate relief. However, nothing in this Agreement prohibits, limits, or restricts, or shall be construed to prohibit, limit, or restrict, Executive from exercising any legally protected whistleblower rights, without notice to or consent from the Employer.
Third Party Agreements. Executive agrees that Executive shall not disclose to Employer Group or induce Employer Group to use any secret or confidential information belonging to Executive’s former employers. Executive warrants that Executive is not bound by the terms of a confidentiality agreement or other agreement with a third party that would preclude or limit Executive’s right to work for Employer and/or to disclose to Employer Group any ideas, inventions, discoveries, improvements or designs or other information that may be conceived during employment with Employer.
Inventions: Work Made for Hire. During employment, Executive agrees that upon conception and/or development of any idea, discovery, invention, improvement, writing or other material or design that: (A) relates to the business of the Employer Group, or (B) relates to Employer’s actual or demonstrably anticipated research or development, or (C) results from any work performed by Executive for Employer or Employer Group, Executive will assign to the Employer the entire right, title and interest in and to any such idea, discovery, invention, improvement, software, writing or other material or design. Executive has no obligation to assign any idea, discovery, invention, improvement, software, writing or other material or design that Executive conceives and/or develops entirely on Executive’s own time without using Employer’s equipment, supplies, facilities, or trade secret information unless the idea, discovery, invention, improvement, software, writing or other material or design: (x) relates to the business of Employer Group, or (y) relates to Employer Group’s actual or demonstrably anticipated research or development, or (z) results from any work performed by Executive for Employer Group.
Executive acknowledges that, to the extent permitted by law, all work papers, reports, documentation, drawings, photographs, negatives, tapes and masters therefor, prototypes and other materials (hereinafter, “items”), including without limitation, any and all such items generated and maintained on any form of electronic media, generated by Executive during Executive’s employment with Employer shall be considered a “work made for hire” and that ownership of any and all copyrights in any and all such items shall belong to Employer. The item will recognize Employer as the copyright owner, will contain all proper copyright notices, and will be in condition to be registered or otherwise placed in compliance with registration or other statutory requirements throughout the world.
5
Return of Employer’s Property. Immediately on the termination of Executive’s employment, and at any time during Executive’s employment upon request of Employer, Executive will return to Employer all property of Employer Group (individually and collectively, “Company Property”). Company Property includes, without limitation: (a) all materials containing Confidential Information (including all copies, summaries or distillations thereof); (b) all electronic equipment, codes, notes, memoranda or data made available or furnished to Executive by Employer Group (including all copies, summaries or distillations thereof), whether or not they contain Confidential Information; (c) all notes, memoranda or data created by Executive during Executive’s employment, whether or not they contain Confidential Information; and (d) all other materials containing any information pertaining to Employer Group’s business, or any of its employees, clients, consultants, or business associates, that were acquired by Executive in the course of employment with Employer.
Non-Competition; Non-Solicitation; Non-Interference.
(a) Non-Competition. Executive hereby agrees that, during the Restricted Period, other than in the performance of duties hereunder or with written consent of Employer, Executive will not directly or indirectly, individually or as an employee, joint venturer, partner, agent or independent contractor of any other person, within the Restricted Territory provide services similar to those performed by Executive for Employer to, or otherwise engage in, a Competing Business. “Competing Business” means any business in which Employer is engaged. “Restricted Period” shall mean during Executive’s employment with Employer or with any member of the Employer Group through the end of the 12-month period following the end of Executive’s employment therewith. “Restricted Territory” means any U.S. state, territory or city in which Employer does business or in which the Employee performed services or had responsibilities.
(b) Non-Solicitation; Non-Interference. Executive hereby agrees that, during the Restricted Period and during any period that Executive is receiving Severance Compensation or Change-in-Control Compensation, other than in the performance of duties hereunder, Executive will not:
(i) directly or indirectly, solicit business from any person, firm, corporation or other entity which was a client, customer or supplier of Employer Group during the term of this Agreement, or from any successor-in-interest of any such person, firm, corporation or other entity, for the purpose of securing business or contracts related to the business of Employer Group;
(ii) engage, recruit, or solicit for employment or engagement, any person who is or becomes employed or engaged by Employer Group during the Restricted Period, or otherwise seek to influence or alter any such person’s relationship with Employer Group;
(iii) solicit or encourage any present or future client, customer, or supplier of Employer Group to terminate or otherwise alter his, her or its relationship with Employer Group.
(c) Executive acknowledges that the provisions of this Paragraph 12 are necessary for the protection of the confidential information and goodwill of Employer Group, and that they are reasonable and will not cause Executive undue economic hardship. Further, Executive agrees that a breach by Executive of this Paragraph 12 will cause irreparable harm to Employer for which injunctive relief is appropriate. Executive further agrees that Employer may setoff, discontinue or withhold any and all Severance Compensation and Change-in-Control Compensation payments due under this Agreement while Executive’s breach of Paragraphs 8, 10-12 continues.
6
Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and sent by registered or certified mail, in the case of Executive at the most recent address maintained by Employer in its personnel records, and in the case of Employer to the Chief Executive Officer of the Employer at the headquarters of Employer.
Dispute Resolution. The parties shall abide by the following dispute resolution procedures, which are the exclusive means of resolving disputes relating to this Agreement or Executive’s employment by Employer or its subsidiaries or affiliates:
(a) If any claim, dispute, or controversy concerning this Agreement, the breach of this Agreement or Executive’s employment is not resolved by the parties within thirty (30) days after written notice of such dispute is delivered by one party to the other party, then the parties agree to participate in a mediation conducted by a mediator agreed upon by the parties.
(b) Except for injunctive or equitable actions as permitted under Paragraph 15, any claim, dispute, or controversy concerning this Agreement or the breach of this Agreement or Executive’s employment that is not resolved by mediation shall upon election of either party be resolved exclusively by binding arbitration conducted by the American Arbitration Association (“AAA”) in Morgantown, West Virginia (or some other location on which the parties may agree) in accordance with the Employment Arbitration Rules of the AAA, (see https://www.adr.org/Rules) instead of the court system and judgment upon the award rendered by the panel may be entered in any court having jurisdiction.. The arbitrator, in his/her discretion may permit discovery in accordance with the AAA Employment Arbitration Rules. The following claims are excluded from arbitration: (1) claims under an employee benefit or pension plan that either (i) specifies that its claims procedure shall culminate in an arbitration procedure different from this one, or (ii) is underwritten by a commercial insurer which decides claims; (2) claims that, as a matter of applicable law that is not preempted by the Federal Arbitration Act, the parties cannot agree to arbitrate.
Injunctive Relief. Either party may seek injunctive or other equitable relief in a state or federal court located in Monongalia County, West Virginia, to enforce or prevent the other party from breaching obligations under Paragraphs 8-10, and 12. Resort by either party to such injunctive or other equitable relief is not construed as a waiver of any rights a party may have for damages or otherwise. Executive agrees that the state and federal courts located in the County of Monongalia**,** West Virginia shall have exclusive jurisdiction in any permitted court action, suit or proceeding hereunder and Executive hereby: (a) submits to the personal jurisdiction of such courts; (b) consents to service of process in connection with any action, suit or proceeding against Executive; and (c) waives any other requirement (whether imposed by statute, rule of court or otherwise) with respect to personal jurisdiction, venue or service of process.
Code Section 409A. The intent of the parties is that payments and benefits under this Agreement comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended, and the regulations and guidance promulgated thereunder (collectively, “Code Section 409A”) and, accordingly, to the maximum extent permitted, this Agreement shall be interpreted to be in compliance therewith. Notwithstanding any provision of this Agreement to the contrary, in the event that Executive is a “specified employee” within the meaning of Code Section 409A (as determined in accordance with the methodology established by Employer as in effect on the date of termination of Executive’s employment) (a “specified employee”), any payments or benefits that are considered non-qualified deferred compensation subject to Code Section 409A payable under this Agreement on account of a “separation from service” during the six (6) month period immediately following the
7
separation from service shall instead be paid on the first business day after the date that is six (6) months following Executive’s “separation from service” within the meaning of Code Section 409A or, if earlier, upon Executive’s death. For purposes of Code Section 409A, Executive’s right to receive any installment payments pursuant to this Agreement shall be treated as a right to receive a series of separate and distinct payments. In no event may Executive, directly, or indirectly, designate the calendar year of any payment to be made under this Agreement that is considered nonqualified deferred compensation. References to termination of employment and similar terms in Paragraph 6 of this Agreement shall mean a “separation from service” within the meaning of Code Section 409A. With regard to any provision herein that provides for reimbursement of costs and expenses or in-kind benefits that are considered non-qualified deferred compensation subject to Code Section 409A, except as permitted by Code Section 409A, (i) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit, (ii) the amount of expenses eligible for reimbursement, or in-kind benefits, provided during any taxable year shall not affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other taxable year and (iii) such payments shall be made on or before the last day of Executive’s taxable year following the taxable year in which the expense occurred.
- Code Section 280G.
(a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Employer or the Employer Group (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the “net after-tax benefit” received by Executive shall exceed the “net after-tax benefit” that would be received by Executive if no such reduction was made.
(b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in clause (b)(i) above.
(c) All determinations under this Paragraph 17 will be made by an actuarial firm, accounting firm, law firm, or consulting firm experienced and generally recognized in 280G matters (the “280G Firm”) that is chosen by Employer prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by Employer or its successor. Employer will direct the 280G Firm to submit any determination it makes under this Paragraph 17 and detailed supporting calculations to both Executive and Employer as soon as reasonably practicable.
8
(d) If the 280G Firm determines that one or more reductions are required under this Paragraph 17, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Section 280G of the Code and Code Section 409A, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and Employer shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to elect to forfeit any equity award in whole or in part.
(e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Paragraph 17, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Employer or Executive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to Employer, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to Employer unless, and then only to the extent that, the deemed loan and payment would either (i) reduce the amount on which Executive is subject to Excise Tax under Section 4999 of the Code or (ii) generate a refund of Excise Tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and Employer of that determination, and Employer will promptly pay the amount of that Underpayment to Executive without interest.
(f) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm, in connection with the preparation and issuance of the determinations and calculations contemplated by this Paragraph 17. For purposes of making the calculations required by this Paragraph 17, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.
Entire Agreement. This Agreement constitutes and references the entire agreement between the parties and shall supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof, except that any restrictive covenants contained in any other agreements between the parties are not affected and shall stand separate and apart from those contained in this Agreement. This Agreement may not be changed or amended except by an instrument in writing to be executed by each of the parties hereto.
Severability. If any provision hereof, or any portion of any provision hereof, is held to be invalid, illegal, or unenforceable, all other provisions shall remain in force and effect as if such invalid, illegal or unenforceable provision or portion thereof had not been included herein. If any provision or portion of any provision of this Agreement is so broad as to be unenforceable, such provision, or a portion thereof shall be interpreted to be only so broad as is enforceable.
9
Headings. The headings contained in this Agreement are included for convenience or reference only and shall have no effect on the construction, meaning or interpretation of this Agreement.
Governing Law. The laws of the State of West Virginia shall govern the interpretation and enforcement of this Agreement without regard to conflicts-of-laws principles.
Waiver of Breach. A waiver of a breach of any provision of the Agreement by any party shall not be construed as a waiver of subsequent breaches of that or any other provision. No requirement of this Agreement may be waived except by the party adversely affected.
Binding Effect and Assignability. This Agreement shall inure to the benefit of, and shall be binding upon, the parties hereto and their respective successors, assigns, heirs, and legal representatives. Employer may assign this Agreement to an affiliate or successor entity without Executive’s consent. Employer shall require any successor or assignee, whether direct or indirect, by purchase, merger, consolidation or otherwise, to all or substantially all of the business or assets of Employer and/or the MVB Bank, expressly and unconditionally to assume and agree to perform Employer’s obligations under this Agreement, in the same manner and to the same extent that Employer would be required to perform if no such succession or assignment had taken place. Failure of any successor or assignee of Employer, whether pursuant to a Change in Control or otherwise, to assume the Agreement shall be deemed to be a material breach of this Agreement. Upon such assignment, references to “Employer” shall automatically include such successor or assignee. This Agreement requires the personal services of Executive and may not be assigned by Executive.
Withholding. Employer may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation.
Amendments. Any amendments or modifications to this Agreement must be in writing and signed by the parties.
Force Majeure. Neither party will be liable for failure or delay to perform obligations under this Agreement, which have become practicably impossible because of circumstances beyond the reasonable control of the applicable party, including but not limited to, war, strikes, riots, crime, epidemic, pandemic, terrorism, natural disaster, or act of God.
10
Employer and Executive have executed this Agreement as of the date first written above.
| MVB FINANCIAL CORP, Inc. | |
|---|---|
| By: | Craig B. Greathouse |
| /s/ Craig B. Greathouse | |
| Its: | Chief Administrative Officer |
| EXECUTIVE | |
| Name printed: Michael R. Sumbs | |
| Signature: /s/ Michael R. Sumbs |
11
EX-99.1
Exhibit 99.1
| 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. Announces Executive Transition
Appointment of Michael R. Sumbs as CFO; Appointment of Jonathan T. Logan as Chief Accounting Officer
Current CEO Larry F. Mazza to Reassume Role of President
Departure of Donald T. Robinson
FAIRMONT, W. Va., July 11, 2025 – MVB Financial Corp. (NASDAQ: MVBF) (“MVB” or the “Company”), today announced that, effective July 14, 2025, the Company and its wholly-owned subsidiary, MVB Bank (the “Bank”), have mutually agreed with Donald T. Robinson to a transition plan under which Mr. Robinson will depart from his position as President and Chief Financial Officer of the Company and of MVB Bank to enable him to pursue other opportunities.
“After 15 incredibly rewarding years at MVB, including the last several years as President, I’ve made the personal decision to step away from MVB and my leadership responsibilities,” said Mr. Robinson.
Upon Mr. Robinson’s transition, Larry F. Mazza, the Company’s current Chief Executive Officer will reassume the role of President in addition to his duties as CEO. The Company and the Bank have appointed Michael R. Sumbs to serve as Executive Vice President and Chief Financial Officer and Jonathan T. Logan as Chief Accounting Officer. Mr. Robinson will be available throughout the next year to provide continued consulting and support to MVB during this transition.
“We wish Don well in his next chapter and sincerely thank him for all his contributions to MVB over the years as well as his trusted partnership,” said Larry F. Mazza, Chief Executive Officer. “We are pleased to welcome Mike to Team MVB. During his time at Raymond James, Mike has been a strong partner to MVB. His extensive investment banking and capital markets experience, as well as knowledge of the banking and Fintech sectors, will position us well as we focus on growth, profitability and enhancing shareholder value. The addition of Jonathan as Chief Accounting Officer will also help to support our ongoing growth and strengthen our financial organization.”
Mr. Sumbs joins the Company from Raymond James & Associates, Inc., where he has worked since 2017, most recently serving as a Director in the financial services practice. Prior to his role at Raymond James, Mr. Sumbs worked in the financial services investment banking group at Macquarie Capital and in a Strategy & Corporate Development role for Yadkin Financial Corporation (acquired by F.N.B. Corporation). Mr. Sumbs started his career at Keefe, Bruyette & Woods, Inc. and has over 15 years of experience working with and for financial institutions. Mr. Sumbs received a B.S. in Business Administration from the University of Richmond and an MBA from The Fuqua School of Business at Duke University.
“I am honored to join MVB as CFO and to work alongside such a talented team,” said Mr. Sumbs. “I am excited about the opportunities ahead and look forward to contributing to MVB’s continued success and delivering value to our clients, partners and shareholders.”
Mr. Logan joins the Company from William Penn Bank, where he worked since 2020 as Executive Vice President and Chief Financial Officer, where he oversaw all financial, accounting and regulatory matters. He previously served in a corporate controller capacity with Beneficial Bank (acquired by WSFS Financial). Mr. Logan is a Certified Public Accountant and received a B.S. in accounting from Susquehanna University.
“I am pleased to join Team MVB as CAO and work with Mike to contribute to MVB’s continued success and growth,” said Mr. Logan.
Mr. Robinson’s transition out of the CFO and President roles and Messrs. Mazza’s, Sumbs’ and Logan’s respective appointments will be effective July 14, 2025.
“I have full confidence in Mike as the incoming CFO and Jonathan as CAO, and I remain committed to supporting a successful transition over the next year and ensuring MVB continues to thrive,” said Mr. Robinson.
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 press 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 successfully execute business plans, including strategies related to investments in financial technology companies; competition; unforeseen events, such as pandemics or natural disasters, and any governmental or societal responses thereto, changes in economic, business, and political conditions; changes in demand for loan products and deposit flow; changes in deposit classifications, 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, 2024, 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.