Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 17, 2022, the Board of Directors of MVB Financial Corp. (the
"Company") expanded the number of directors to 10 and appointed Daniel W. Holt
as a director to fill the newly created vacancy, effective as of January 17,
2022. Mr. Holt will serve as a director until the next annual meeting of
shareholders, at which time he may be nominated to stand for re-election for a
term to be specified at such annual meeting of shareholders. Mr. Holt was
appointed to serve as a member of the Nominating and Corporate Governance
Committee of the Company.
Mr. Holt is a Co-Founder and the Chief Executive Officer of BillGO, Inc.
("BillGO") a bill payment engine that offers real-time payments, revenue and
automation to payment providers. Under his leadership, BillGO has become the top
bill payments engine in the financial industry. After serving eight years in the
U.S. Air Force, Mr. Holt held several leadership positions in Silicon Valley.
For eight years, his team at HEIT built the leading cloud services company for
the financial industry. Upon the acquisition of HEIT by Computer Services, Inc.
("CSI"), Mr. Holt led CSI's technology and services as President and General
Manager. During his tenure, CSI became the largest secure banking cloud for
community banks and credit unions.
Mr. Holt previously served on MVB's Board of Directors from 2017 to 2021. Mr.
Holt has also served on boards for Allied Payment Network, Dragnet Solutions and
Community Funded, and he mentors students in Colorado State University's
Entrepreneurship Program. He earned certifications as a Project Management
Professional, Certified Information Systems Security Professional and GIAC
Systems and Network Auditor. He is also part of the Fed Secure Payments Task
Force. Mr. Holt holds a bachelor's degree from the University of Maryland and an
MBA from Colorado State University.
The Company and its subsidiary, MVB Bank, Inc. (the "Bank") have certain
relationships with Mr. Holt and with BillGO, of which Mr. Holt is Co-Founder and
CEO. Mr. Holt currently maintains certain personal deposit accounts with the
Bank. The Bank also maintains a commercial lending relationship with BillGO
originally established in 2017, providing BillGO with a line of credit secured
by a deposit account maintained by BillGO with the Bank. The line of credit with
BillGO and Mr. Holt's deposit accounts were entered into in the ordinary course
of business and on substantially the same terms (including interest rates and
collateral) as those prevailing at the time for comparable transactions with
unrelated parties. The Company's management believes that these banking
relationships do not involve more than the normal business risk of collection or
include any unfavorable features. Since 2016, the Company and the Bank have made
periodic debt and equity investments in BillGO. During the year ended December
31, 2021, the Company and the Bank collectively purchased $2.5 million in
convertible debt of BillGO, increasing their aggregate total investment in
BillGO to approximately $10.1 million.
There were no arrangements or understandings pursuant to which Mr. Holt was
appointed as a director. Mr. Holt will be entitled to the same compensation and
benefits made available to the Company's non-employee directors generally.
A copy of the press release is attached as Exhibit 99.1 to this Current Report.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release of MVB Financial Corp. dated January 20, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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