Craig Greathouse
About Craig Greathouse
Craig “Brad” Greathouse is Executive Vice President and Chief Administrative Officer at MVB Financial Corp. (MVBF), age 53 as of the 2025 proxy, having joined MVB in 2018 after senior HR leadership roles at Mylan (Vice President of Human Relations for North America) and GE Aviation (multiple global HR leadership roles). He holds a B.S. in Business Administration from West Virginia University and an M.S. in Human Resource Management from the University of South Carolina . Company pay-for-performance context: 2022–2024 PSUs paid 0% due to below-threshold TBV and relative TSR (3rd percentile), while the 2024 Annual Incentive Plan funded at 102.67% of target on mixed metric performance, indicating discipline on long-term equity and near-target annual payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mylan (North America) | Vice President of Human Relations | Not disclosed | Led employee engagement, labor relations, succession planning, talent development through a period of growth; supported business transformations |
| GE Aviation | Senior HR leadership roles across global orgs (manufacturing, engineering, finance/legal, customer/product support) | More than 12 years (as disclosed qualitatively) | Provided HR strategy for production, services, engineering across 20 locations and ~7,000 employees; drove digital-first transformations in banking tech earlier in career context |
| MVB Financial Corp. | EVP, Chief Administrative Officer (joined 2018; promoted from SVP HR) | Since 2018 | Leads HR strategies and programs for culture, engagement, talent acquisition, performance management, and organizational development |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| GE Aviation Community Service Fund | Long-serving Board Member | Not disclosed | Community service leadership and charitable program oversight |
| United Way of Monongalia and Preston Counties | Community campaign chairman; Board Director (nearly six years) | 2013; nearly six years | Regional charitable initiatives and fundraising leadership |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $370,742 | $375,000 | $375,000 |
| Target Bonus (% of Salary) | 35% (AIP design) | 35% | 35% |
Performance Compensation
| Metric (AIP 2024) | Weight | Threshold | Target | Maximum | Actual Performance | Payout Factor |
|---|---|---|---|---|---|---|
| Tier 1 Capital Ratio (Trigger) | N/A | 9.5% | — | — | 11.2% (trigger met) | Enables payouts |
| EPS | 20% | $1.55 | $1.80 | $2.00 | $1.56 | 86% of target |
| Total Noninterest Expense | 20% | $130.0M | $125.0M | $115.0M | $122.226M | 128% of target |
| Charge-Offs/Total Loans | 20% | 0.50% | 0.40% | 0.30% | 0.21% | 200% of target |
| Core Deposits Growth | 20% | $50.0M | $100.0M | $150.0M | $(116.844)M | 0% of target |
| Individual Scorecard | 20% | N/A | N/A | N/A | Ratings varied | NEO payouts 106.7%–122.7% of target |
| AIP Outcome | 2022 | 2023 | 2024 |
|---|---|---|---|
| Actual Bonus Paid ($) | $0 | $153,812 | $161,044 |
| Target Bonus ($) | $131,250 (35% of $375,000) | $131,250 | $131,250 |
Long-Term Incentives and PSU Framework:
- 2023 LTI grants (as % salary; counts; vesting): Time-based RSUs 4,039 @ $17.87 (50% of LTI); PSUs EPS 2,019 @ $18.73 (25%); PSUs TBV 2,019 @ $18.73 (25%). Time RSUs vest ratably over 3 years; PSUs vest after the 3-year period, with cumulative EPS and TBV goals and ±20% TSR modifier vs S&P U.S. SmallCap Banks .
- 2024 LTI grants: Time-based RSUs 3,568 @ $18.39; PSUs EPS 1,784 @ $18.70; PSUs TBV 1,784 @ $18.70; same vesting terms .
- PSU results: 2021–2023 PSU paid 0% (ROA 0.97% below 1.00% threshold; relative TSR 23rd percentile) . 2022–2024 PSU paid 0% (avg TBV/share $22.02 vs $29.00 threshold; relative TSR 3rd percentile) .
Equity Ownership & Alignment
| Ownership and Alignment | 2023 (as of Mar 1) | 2024 (as of Mar 1) | 2025 (Record Date) |
|---|---|---|---|
| Beneficial Shares | 50,859 | 50,859 | 56,094 |
| % of Shares Outstanding | 0.40% | 0.40% | 0.43% |
| Shares Acquired on Vesting (FY) | 8,085 (2023) | 5,919 (2024) | — |
| Options Exercised (FY) | 0 (2023) | 0 (2024) | — |
| Stock Ownership Guideline | Requirement = 1× salary | Holding value/Salary = 1.7× (compliant) | Holding value/Salary = 1.9× (compliant) |
| Hedging Policy | Hedging prohibited for NEOs/directors | Hedging prohibited | Insider Trading Policy prohibits hedging/sets pledge approvals |
| Pledging Disclosure | No pledge footnote for Greathouse; pledges disclosed only for Mazza (339,566 shares) and Robinson (18,200 shares) | Same (Mazza, Robinson only) | Same (Mazza only footnote listed here; Robinson footnote also present) |
Selected 12/31/2024 Outstanding Equity Awards (unvested and unearned):
- Options: 28,205 @ $19.19 (exp 5/7/2028); 5,525 @ $18.24 (exp 9/4/2028) .
- Unvested RSUs (market value): 770 ($15,939) 2020 grant; 572 ($11,840) 2021; 589 ($12,192) 2022; 2,795 ($57,857) 2023; 3,568 ($73,858) 2024 .
- Unearned PSUs (payout value at 12/31/2024): 1,556 ($32,209) 2022 award; 4,038 ($83,587) 2023; 3,568 ($73,858) 2024 .
Employment Terms
| Term | Details |
|---|---|
| Agreement Effective Date | April 1, 2020; current base salary $375,000 |
| Severance (termination without cause) | One year of then-current base salary (“Greathouse Severance Payment”) plus accrued salary/benefits |
| Change-in-Control (CiC) termination | Severance + additional 0.5× the Severance Payment (total 1.5× salary), payable per payroll or lump sum at MVB’s discretion |
| Non-compete / Non-solicit | Non-competition for one year in any U.S. state where MVB or affiliates do business and/or where services were performed; non-solicitation and non-interference covenants; confidentiality |
| Equity Treatment on Termination (as of 12/31/2024 example) | If terminated without cause on 12/31/2024: severance $375,000 and immediate vesting of all stock options and RSUs totaling $288,173 |
| Clawback Policy | Exceeds SEC/Nasdaq requirements; recovers excess incentive comp after restatements and permits recovery up to 100% for misconduct-based triggers |
Compensation Structure Details
| Element | Design |
|---|---|
| Annual Incentive Plan (AIP) | Trigger: Tier 1 Capital Ratio (9.5%); equal-weighted metrics (EPS, Total Noninterest Expense, Charge-Offs/Total Loans, Core Deposits Growth) + individual scorecard; capped payouts (85%–200% of target) |
| Long-Term Incentive Plan (LTIP) | 50% time-based RSUs (3-year graded vesting); 50% PSUs (3-year cumulative EPS and TBV goals, ±20% TSR modifier vs S&P U.S. SmallCap Banks), capped at 200% |
Compensation & Ownership Tables (Multi-Year)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $370,742 | $375,000 | $375,000 |
| Bonus (special/transactional) | $0 | $71,010 (Chartwell sale bonus) | $0 |
| Stock Awards (grant-date fair value) | $131,238 | $182,781 | $132,337 |
| Option Awards (grant-date fair value) | $0 | $0 | $0 |
| Non-Equity Incentive (AIP payout) | $0 | $153,812 | $161,044 |
| All Other Compensation | $10,856 | $24,132 | $26,687 |
| Total | $512,836 | $806,735 | $695,068 |
| Beneficial Ownership | 2023 (Mar 1) | 2024 (Mar 1) | 2025 (Record Date) |
|---|---|---|---|
| Shares | 50,859 | 50,859 | 56,094 |
| % of Class | 0.40% | 0.40% | 0.43% |
| Deferred Compensation (Executive Nonqualified Plan) | 2023 | 2024 |
|---|---|---|
| Executive Contributions | $5,858 | $14,903 |
| Aggregate Balance at FY End | $68,821 | $90,365 |
Risk Indicators & Red Flags (as disclosed)
- PSU zero payouts for 2021–2023 and 2022–2024 periods (ROA, TBV, relative TSR below thresholds) signal no discretionary equity windfalls; long-term equity tightly tied to outcomes .
- Hedging prohibited; pledging permitted only with Board approval and limited to ≤50% beneficial ownership with annual disclosure. No pledging disclosure for Greathouse; pledges disclosed for CEO Mazza and President/CFO Robinson .
- Clawback policy extends beyond SEC baseline; potential recovery of variable pay in restatement and misconduct scenarios .
Investment Implications
- Alignment: AIP near-target (102.67%) with mixed metric outcomes and strict Tier 1 capital trigger; LTIP heavily performance-based with recent zero PSU payouts—this reduces windfall risk and aligns equity to tangible value creation and shareholder returns .
- Retention and selling pressure: One-year severance (1.5× salary in CiC), robust non-compete/non-solicit, and significant unvested RSUs/PSUs (e.g., 3,568 RSUs and 3,568 PSUs from 2024 grants) suggest ongoing retention incentives; zero option exercises in 2023–2024 indicate limited near-term selling from option exercises .
- Ownership alignment: Greathouse exceeds 1× salary ownership guideline (1.7× in 2023; 1.9× in 2024), no pledging disclosed, and hedging prohibited—supportive of shareholder alignment .