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Directors
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Age as of
April 1, 2014
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Director and/or
Officer Since
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Term
Expires
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Principal Occupation During
the Last Five Years
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Nitesh S. Patel
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50
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1999
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2017
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Business Consultant; Former President & Chief Executive OfficerD.N. American, Inc. (software development
company)
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Jimmy D. Staton
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53
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***
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2017
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Consultant; Former Executive Vice President & Group CEO for NiSource Gas Transmission &
Storage
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*
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Mr. Mazza
is also a member of the Board of Directors of PDC Energy, Inc.
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**
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currently
serves as member of MVB Financial Corp. Board
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***
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currently
serves as member of MVB Financial Corp. and MVB Bank, Inc. Board
Director Nominee Business Experience
Stephen R. Brooks.
MVB Organizer, Chair and Director. He has been a resident of and involved in the practice of law in North Central West Virginia for
35 years. He is a graduate of the West Virginia University College of Law with a Doctor of Jurisprudence degree. Mr. Brooks was nominated because, as a founding director of MVB and past
Vice-Chair, he has served on many committees of MVB and has extensive knowledge of MVB and its operations. Additionally, he has extensive knowledge of the North Central West Virginia market, and his
legal expertise includes the area of law relating to banking and commercial transactions.
James J. Cava, Jr.
MVB Director. Managing MemberCava & Banko, PLLC, Certified Public Accountants. Mr. Cava has been
involved in the West Virginia business community for over 25 years. He is very knowledgeable about the economic activities in the MVB market area. Mr. Cava has founded several successful
business organizations. He is a graduate of Fairmont State University with a B.S. in Business Administration and American University with a Master's degree in Taxation. Mr. Cava was nominated
because of his knowledge of the West Virginia business community and his investment, financial and accounting expertise.
Gayle C. Manchin
MVB Director. Former West Virginia First Lady, Mrs. Manchin currently serves as President for the West Virginia Board of
Education. She received a B.A. degree in Language Arts and Education and a M.A. degree in Reading from West Virginia University. In 1999, Salem International University awarded her a second Master's
degree in Educational Technology Leadership. She currently serves on several committees of MVB. Mrs. Manchin has been nominated because her years of experience in education, business and
technology, which bring a unique perspective to MVB and its customers.
Larry F. Mazza
President & Chief Executive Officer of MVB, and Director. He joined MVB in 2005 and became Chief Executive Officer
January 1, 1999. Mr. Mazza has 28 years of experience in the banking industry in MVB's North Central West Virginia market area. He began his career as a Certified Public
Accountant at a national accounting firm where he conducted audits of financial institutions. He is a graduate of West Virginia University with a degree in Business Administration. Mr. Mazza
currently serves on the Board of Directors of PDC Energy, a NASDAQ listed company, headquartered in North Central West Virginia. Mr. Mazza has been nominated because of his extensive experience
and expertise in managing financial institutions.
3
Nitesh S. Patel
MVB Organizer and Director. He is a business consultant. Previously, he served as founder and Chief Executive Officer of DN American,
a technology company located in North Central West Virginia. He is a graduate of Rutgers University with a B.A. in Computer Science and New Jersey Institute of Technology with a M.S. in Computer
Science. Mr. Patel was nominated because, as a founding director of MVB, he has extensive knowledge of MVB, its history and operations. His very broad technology background is extremely
valuable in the banking industry which is constantly subject to changing technology needs and opportunities for both the bank and its customers.
Jimmy D. Staton
MVB Director. He is a business consultant. Previously, he served as Executive Vice President and Group CEO of NiSource Gas
Transmission & Storage. In this role with NiSource, he oversaw all commercial, regulatory, operations, and project development and was responsible for execution of the business growth
strategies. Mr. Staton is a graduate of Louisiana State University with a B.S. degree in Petroleum Engineering. He currently serves on several committees of
MVB and has been nominated because of his extensive leadership experience as well as his growth and infrastructure initiatives.
Management and Directors:
In addition to the nominees, the following are the remaining directors and the executive officers of MVB.
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Directors
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Age as of
April 1, 2014
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Director and/or
Officer Since
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Term Expires
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Principal Occupation During the Last
Five Years
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David B. Alvarez
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50
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2013
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2015
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President of MEC Construction, LLC
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Joseph P. Cincinnati
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49
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2009
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2015
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Orthopedic Surgeon
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H. Edward Dean, III
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45
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2012
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2016
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President & CEO Potomac Mortgage Group, Inc. (dba MVB Mortgage), a wholly owned subsidiary of MVB
Bank (acquired December 2012) Former President & CEO, Potomac Mortgage Group, LLC. Former President & CEO Mason Mortgage, LLC.
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John W. Ebert
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54
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2013
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2015
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President J.W. Ebert Corporation, a McDonald's Restaurant franchisee
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Dr. Kelly R. Nelson
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54
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2005
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2015
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Physician
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J. Christopher Pallotta
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64
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1999
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2016
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DirectorBond Insurance Agency, Inc.
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Roger J. Turner
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63
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2005
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2016
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Executive Vice President & Chief Lending Officer of MVB Bank. Former PresidentMVB; Executive Vice
President, Commercial Lending, MVB Bank
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Directors
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Age as of
April 1, 2014
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Director and/or
Officer Since
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Term Expires
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Principal Occupation During the Last
Five Years
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Samuel J. Warash
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64
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1999
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2016
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PresidentS.J. Warash, Inc. (real estate appraisal company)
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Executive Officers of MVB Bank, Inc. (Non-Nominees):
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Patrick R. Esposito II
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40
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2013
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Senior Vice President, Chief Legal and Risk OfficerMVB and MVB Bank, Inc.; Former Vice President,
Corporate Development & General Counsel of MVB Bank; Former Director, Business Development at Intergraph Corporation.
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Bret S. Price
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47
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2013
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Senior Vice President, Chief Financial OfficerMVB; Former Vice President, Founders Investment Banking in
Birmingham, AL
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Donald T. Robinson
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38
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2011
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Executive Vice President & Chief Operating OfficerMVB and PresidentMVB Bank; Former North
Regional PresidentMVB; Former Partner with Hayden Harper; Former Senior Vice President and Commercial Regional Manager for Huntington National Bank
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There
are no family relationships among the directors, director nominees or executive officers of MVB or the Bank.
Other
than previously disclosed, no MVB Board member has been a member of the board of another public company during the past five years.
The
Board of Directors of MVB and the Bank met 16 times during 2013. All directors attended 75% or more of the meetings of the Board of Directors and committees thereof held of which the
director is a member, except for Director Mossallati, who attended 42.55% of the meetings and retired in November 2013.
In
order to meet their responsibilities, directors are expected to attend board and committee meetings as well as the annual meeting of shareholders. All directors attended the 2013
Annual Meeting of Shareholders, except for Director Mossallati.
Leadership Structure of the Board
The Board Chair, Vice Chair and President/Chief Executive Officer (CEO) are three separate people. Throughout MVB's history, this has
been the leadership model. The President/CEO is responsible for the day-to-day operations and performance of MVB. The Chair and Vice Chair are involved in management of meetings and matters of
governance and corporate oversight. The Chair and Vice Chair also focus on monitoring the effectiveness of the President/CEO in implementing MVB's corporate strategy and ensuring that the Directors
receive sufficient information, on a timely basis, to provide proper risk oversight.
5
A
Governance Committee was established by MVB in December 2009. The Governance Committee's responsibilities are defined in its Charter. The Committee, among many things, reviews the
committees of the Board and membership thereof, evaluates compliance with the Director Education Policy, evaluates the current Board areas of expertise and monitors such to determine if an adjustment
of Board membership is necessary. The Governance Committee will also provide oversight on issues relating to the governance and operations of MVB.
The
committee structure of MVB is such that the committees are responsible for and review the areas of greatest risk to MVB. Each is chaired by an independent director. Staff members are
responsible to the Chairs of the committees for requested information necessary for proper committee functioning. The significant risk areas for a community banking organization include the evaluation
of the quality of the loan portfolio, the interest rate sensitivity of the institution and the reliability of its financial statements. The related committees, the Loan Review Committee, the ALCO
Committee and the Audit Committee, are described below.
The
Board of MVB elected a Chief Legal & Risk Officer (CLRO) whose responsibilities are to evaluate the MVB enterprise risk, that being all areas of risk to MVB, and to serve as
Chair of the Enterprise Risk Management Committee (ERM). A report of the ERM Committee was delivered to the Board 10 times during 2013. It is anticipated that the CLRO will report the activities of
the ERM Committee to the full Board of Directors 12 times during 2014. Directors Pallotta, Patel and Staton are members of the ERM Committee.
Committees of the Board
MVB has a number of standing committees as described below.
Executive Committee.
Composed of David B. Alvarez, Stephen R. BrooksChair, James J. Cava, Jr., Larry F. Mazza, Kelly
R. Nelson,
Nitesh S. Patel and Jimmy D. Staton. The purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries by:
(1) providing Board presence and continuity between meetings of the Board and (2) providing quick response capability in the event of emergencies or for relatively routine items
requiring Board action. The Committee, between meetings of the Board, shall exercise the powers of the Board as appropriate in any case where immediate action is required and the matter is such that a
special meeting of the full Board is not deemed necessary or possible. The Committee reports the results from these meetings to the Board of Directors. The Committee met 14 times in 2013.
Audit Committee.
Composed of Stephen R. Brooks, James J. Cava, Jr.Chair and John W. Ebert. The purpose is to review the
results of the
internal and external audits, review Reports of Examination from regulatory authorities and discuss the financial statements with management and external auditors and to report such to the Board of
Directors.
The
Audit Committee of MVB does not include an individual who is considered to be an audit committee financial expert. This is true for the entire Board of Directors as well, because no
one meets the guidelines set forth by Section 407 of the Sarbanes-Oxley Act of 2002, for an audit committee financial expert. In the small community market area of MVB, individuals meeting the
required credentials under the Act are very rare. All members of the Board of Directors are successful business owners and have knowledge of the requirements to run such a successful business. The
directors of MVB, including those who are members of the Audit Committee, believe that having separate internal and external audits and regulatory examinations assist in insuring proper supervision,
evaluation and reporting of MVB activities.
The
Audit Committee met five times in 2013. The Committee meets with the auditors responsible for the internal audit function of MVB and the auditors responsible for the annual certified
audit, as
6
well
as with the members of the regulatory authorities, upon the completion of their examination of the Bank or MVB. During these meetings, the active management of the Bank or MVB, including CEO
Mazza and CFO Price, may be asked to leave the room to provide comfort of questioners and responders.
In
the opinion of MVB's Board of Directors, none of the Board of Directors, except for Directors Mazza and Turner, has a relationship with MVB that would interfere with the exercise of
independent judgment in carrying out their responsibilities as directors. None of them are or have for the past three years been employees of MVB, except for Directors Mazza and Turner and none of
their immediate family members are or have for the past three years been executive officers of MVB or Bank. In the opinion of MVB and its Board of Directors, the entire Board of Directors, except for
Directors Mazza and Turner are "independent directors," as that term is defined in Rule 4200(a)(15) of the Rules of the Financial Industry Regulatory Authority. The Board of Directors of MVB
has adopted a written charter for the Audit Committee, a copy of which was attached as Appendix A to the 2013 Proxy Statement as required by the Securities and Exchange Commission.
Finance Committee.
Composed of David B. Alvarez, James J. Cava, Jr. John W. EbertChair, Jimmy D. Staton and Samuel J.
Warash. The
purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB Financial and its subsidiaries by providing oversight and guidance regarding
finance, budget, and facilities matters and to make recommendations, as appropriate and warranted. The Committee reports the results from these meetings to the Board of Directors. The Committee is a
consolidation of the former MVB Budget Committee, which met three times in 2013 and the former MVB Facilities Planning Committee, which was newly established in 2013.
Governance Committee.
Composed of Stephen R. Brooks, John W. Ebert, Gayle C. Manchin, Kelly R. NelsonChair, and
Nitesh S. Patel.
CEO Mazza is an ex-officio member of this Committee. The purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries
by: (1) helping MVB to create and maintain an appropriate board and committee structure; (2) assessing the skills, experience, and backgrounds necessary to effectively staff MVB boards
and committees; (3) overseeing the development and updating of governance and ethics policies for MVB; (4) leading MVB in periodic assessments of the operation of MVB boards and
committees and the contributions of the members, and (5) monitoring of the implementation of MVB governance policies and practices. The Committee reports the results from these meetings to the
Board of Directors. The Committee met eight times in 2013.
The
Board of Directors has not established a formal nominating committee as the Governance Committee serves in this capacity. The Board of Directors of MVB does not maintain a separate
nominating committee, nor does it have a nominating committee charter, because the Board of Directors is relatively small and vacancies are rare.
The
Board of Directors believes that candidates for director should have certain minimum qualifications, including:
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Directors should be of the highest ethical character.
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Directors should have excellent personal and professional reputations in MVB's market area.
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Directors should be accomplished in their professions or careers.
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Directors should be able to read and understand financial statements and either have knowledge of, or the ability and
willingness to learn, financial institution law.
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Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the
chief executive officer and the ability to exercise sound business judgment.
7
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Directors must be willing and able to expend the time to attend meetings of the Board of Directors of MVB and to serve on
Board committees.
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The Board of Directors will consider whether a nominee is independent, as legally defined. In addition, directors should
avoid the appearance of any conflict and should be independent of any particular constituency and be able to serve all shareholders of MVB.
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Directors must be acceptable to MVB's and the Bank's regulatory agencies, including the Federal Reserve Board, the Federal
Deposit Insurance Corporation and the West Virginia Division of Financial Institutions and must not be under any legal disability which prevents them from serving on the Board of Directors or
participating in the affairs of a financial institution.
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Directors must own or acquire sufficient capital stock to satisfy the requirements of West Virginia law, the Bylaws of MVB
and share ownership guidelines as established by MVB.
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Directors must be at least 21 years of age.
The
Board of Directors of MVB reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial
institutions.
The
Board of Directors does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board of Directors. Diversity is
just one of many factors the Governance Committee considers in the identification and selection of director nominees. We define diversity broadly to include differences in race, gender, ethnicity,
age, viewpoint, professional experience, educational background, skills and other personal attributes that can foster board heterogeneity in order to encourage and maintain board effectiveness. While
diversity and variety of experiences and viewpoints represented on the board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color,
gender, national origin or sexual orientation or identity. In selecting a director nominee, the Governance Committee focuses on skills, expertise or background that would complement the existing
board, recognizing that MVB's businesses and operations are regional in nature. Our directors are or have been residents of our primary marketsnorth-central West Virginia, eastern West
Virginia, or Northern Virginia. Our directors come from diverse backgrounds including the financial, industrial, professional and retail areas and information technology.
The
process of the Governance Committee for identifying and evaluating nominees is as follows: In the case of incumbent directors whose terms are set to expire, the Governance Committee
considers the directors' overall service to MVB or the Bank during their term, including such factors as the number of meetings attended, the level of participation, quality of performance and any
transactions between such directors and MVB and the Bank. The Committee also reviews the payment history of loans, if any, made to such directors by the Bank to ensure that the directors are not
chronically delinquent and in default. The Committee considers whether any transactions between the directors and the Bank have been criticized by any banking regulatory agency or the Bank's external
auditors and whether corrective action, if required, has been taken and was sufficient. The Committee also confirms that such directors remain eligible to serve on the Board of Directors of a
financial institution under federal and state law. For new director candidates, the Committee uses its network of contacts in MVB's market area to
compile a list of potential candidates. The Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The Committee then discusses each candidate's
qualifications and chooses a candidate by majority vote.
The
Board of Directors will consider director candidates recommended by stockholders for nomination by the Board of Directors, provided that the recommendations are received at least
120 days before the next annual meeting of shareholders. In addition, the procedures set forth below must be followed by stockholders for submitting nominations for director to the
shareholders. The
8
Board
of Directors does not intend to alter the manner in which it evaluates candidates, regardless of whether or not the candidate was recommended or nominated by a shareholder.
MVB's
Bylaws provide that nominations for election to the Board of Directors must be made by a shareholder in writing delivered or mailed to the president not less than 14 days
nor more than 50 days prior to the meeting called for the election of directors; provided, however, that if less than 21 days' notice of the meeting is given to shareholders, the
nominations must be mailed or delivered to the president not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. The notice of nomination
must contain the following information, to the extent known:
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Name and address of proposed nominee(s);
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Principal occupation of nominee(s);
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Total shares to be voted for each nominee;
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Name and address of notifying shareholder; and
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Number of shares owned by notifying shareholder.
Nominations
not made in accordance with these requirements may be disregarded by the chairman of the meeting and in such case the votes cast for each such nominee will likewise be
disregarded. All nominees for election at the meeting are incumbent directors or directors of MVB subsidiaries and are included as nominees in this Proxy Statement. No shareholder recommendations or
nominations have been made for election at the 2014 Annual Meeting.
Human Resources & Compensation Committee.
Composed of Stephen R. BrooksChair, James J. Cava, Jr., Kelly R. Nelson
and Jimmy D.
Staton. The purpose of this Committee is to address issues related to staffing, compensation and related policy matters. This Committee also is responsible for administration of the 2013 MVB Financial
Corp. Stock Incentive Plan. CEO Mazza is an ex-officio member of this Committee and makes suggestions, which the Committee evaluates and, if considered appropriate, acts on. Mr. Mazza makes no
recommendations nor participates in any portion of the meetings relating to his own compensation. The Committee reports the results from these meetings to the Board of Directors. The Committee met
nine times in 2013.
In
addition, MVB subsidiary, MVB Bank, has a number of standing committees, as described below.
Executive Committee.
Composed of David B. Alvarez, Stephen R. BrooksChair, James J. Cava, Jr., Larry F. Mazza, Kelly
R. Nelson,
J. Christopher Pallotta, Nitesh S. Patel and Jimmy D. Staton. The purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB Bank and its
subsidiaries by: (1) providing MVB Bank Board of Directors presence and continuity between meetings of the MVB Bank Board of Directors and (2) providing quick response capability in the
event of emergencies or for relatively routine items requiring MVB Bank Board of Directors action. The Committee, between meetings of the MVB Bank Board of Directors, shall exercise the powers of the
MVB Bank Board of Directors, as appropriate, in any case where immediate action is required and the matter is such that a special meeting of the full MVB Bank Board of Directors is not deemed
necessary or possible. The Committee reports the results from these meetings to the MVB Bank Board of Directors. The Committee met 14 times in 2013.
ALCO Committee.
Composed of James J. Cava, Jr., Larry F. Mazza, J. Christopher PallottaChair and Samuel J. Warash, as well
as Executive
officers Bret S. Price, David A Jones, Donald T. Robinson, John T. Schirripa and Eric L. Tichenor. The purpose of this committee is to review the performance of the MVB Bank investment portfolio and
policies relating to investments, liquidity and asset and liability management. The Committee reports the results from these meetings to the MVB Bank Board of Directors. The Committee met four times
in 2013.
9
Loan Review Committee.
Composed of Larry F. Mazza, J. Christopher Pallotta, Nitesh S. Patel, Jimmy D. Staton and Samuel J.
WarashChair.
The purpose of this Committee is to evaluate the adequacy of the MVB Bank Allowance for Loan Losses, review loans and groups of loans for risks and evaluate policies related to the Allowance for Loan
Losses as necessary. The Committee reports the results from these meetings to the MVB Bank Board of Directors. The Committee met four times in 2013.