Joseph Rodriguez
About Joseph Rodriguez
Joseph R. Rodriguez, 45, is Executive Vice President and Chief Risk Officer at MVB Financial Corp. (MVBF), appointed effective November 13, 2024; his employment agreement is dated November 2, 2024 . He leads risk, legal, and consumer compliance, bringing deep regulatory and risk leadership from Capital One (Executive Risk Officer), Walmart (Lead Counsel, AML/Sanctions), Davis Wright Tremaine (Partner), CFPB (Regional Counsel), DOJ (Trial Attorney), and Milbank (Associate); he holds a J.D. from Harvard Law School and a B.S. in Accounting from The College of New Jersey . Company performance metrics relevant to incentive alignment: 2024 EPS was $1.56 vs $1.77 in 2023; charge-offs/total loans improved from 0.40% to 0.21%; total noninterest expense rose to $122.2M; three-year TSR (2022–2024) was -44.2% (3rd percentile) and the 3-year average TBV/share was $22.02 (below threshold), driving zero payouts on 2022 PBRSUs—underscoring a pay-for-performance framework .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Capital One | Executive Risk Officer, Financial Services | — | Led enterprise risk/change management (regulatory change, risk assessments, compliance controls, exam/audit engagement, reporting, remediation) . |
| Capital One | Lead Compliance Officer, Financial Services; Acting Head, Enterprise Privacy Compliance | — | Oversaw compliance governance and privacy compliance . |
| Walmart | Lead Counsel – Financial Services Regulatory, AML & Sanctions | — | Enhanced AML compliance program; advised on payments partnerships and money transmission expansion . |
| Davis Wright Tremaine LLP | Partner | — | Outside counsel to banks/fintechs in financial services regulatory matters . |
| CFPB | Regional Counsel (Southeast Region) | — | Advised on examination findings, MRAs/MOUs; institutional compliance evaluations . |
| U.S. Department of Justice | Trial Attorney | — | Litigated complex tax and financial fraud in federal court . |
| Milbank LLP | Associate | — | Early career in international law with financial services exposure . |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $400,000 | Employment agreement; designated executive base salary . |
| Target Bonus % | N/A | He joined Q4 2024; executives generally have target bonus opportunities ranging 35%–75% of salary . |
| Actual Bonus Paid | $125,000 | Reported in Summary Compensation Table for 2024 . |
| All Other Compensation | $28 | Reported; perquisites categories listed broadly (auto allowance, BOLI, group term life), none >$25k; Joe had minimal “other” comp . |
Performance Compensation
2024 Annual Incentive Plan (AIP) Structure and Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Tier 1 Capital Ratio (Trigger) | — | 9.5% | — | — | 11.2% | Trigger satisfied . |
| Earnings per Share (EPS) | 20% | $1.55 | $1.80 | $2.00 | $1.56 | 86% . |
| Total Noninterest Expense | 20% | $130.0M | $125.0M | $115.0M | $122.226M | 128% . |
| Charge-Offs / Total Loans | 20% | 0.50% | 0.40% | 0.30% | 0.21% | 200% . |
| Total Core Deposits Growth | 20% | $50.0M | $100.0M | $150.0M | -$116.844M | 0% . |
| Individual Performance Scorecard | 20% | — | — | — | Ratings varied | Payout aligned by rating . |
- Overall AIP plan payout was 102.67% of target; Joseph Rodriguez was not eligible for the 2024 AIP given his November 2024 start .
Long-Term Incentive Plan (LTIP) Design
| Element | Weighting | Performance Target | Maximum | Vesting |
|---|---|---|---|---|
| Performance RSUs – Cumulative TBV | 50% of PBRSUs × 50% metric | $80.15 cumulative TBV | $87.15 | Earned over 3-year period; subject to relative TSR modifier . |
| Performance RSUs – Cumulative EPS | 50% of PBRSUs × 50% metric | $6.21 cumulative EPS | $6.69 | Earned over 3-year period; subject to relative TSR modifier . |
| Relative TSR Modifier | ±20% | 50th percentile target | 75th percentile max | Modifier applies, capped at 200% . |
| Time-based RSUs | 50% of LTIP | — | — | One-third vests annually over 3 years . |
- 2022–2024 PBRSUs paid 0% due to below-threshold TBV ($22.02 vs $29.00) and relative TSR (3rd percentile vs 25th threshold)—reinforcing pay-for-performance .
Equity Ownership & Alignment
| Item | Status |
|---|---|
| Beneficial Ownership (Record Date) | No shares listed for Joseph Rodriguez . |
| Ownership % of Class | — (no holdings) . |
| Vested vs. Unvested Shares | No outstanding equity awards disclosed for Rodriguez at FY-end 2024 . |
| Options (Exercisable vs. Unexercisable) | None disclosed for Rodriguez . |
| Shares Pledged | None disclosed for Rodriguez; note pledging exists for CEO (339,566) and CFO (18,200) under prior approvals . |
| Hedging/Pledging Policy | Hedging prohibited; margin/pledged securities require prior approval under Insider Trading Policy . |
| Stock Ownership Guidelines | Designated executives must hold ≥1× base salary; executives have 5 years from hire to comply; Rodriguez’s base salary $400,000, holdings were “—” at 12/31/24 (new hire) . |
Employment Terms
| Term | Details |
|---|---|
| Start / Agreement Dates | Appointment effective November 13, 2024; employment agreement dated November 2, 2024 . |
| Base Salary | $400,000, subject to adjustment; eligible for AIP . |
| Severance (Without Cause) | 1× current annual base salary, plus compensation through termination date, subject to release and covenant compliance . |
| Change in Control (CoC) | If terminated without cause or for good reason upon CoC: 1× salary severance plus additional 0.5× salary; payable per payroll or lump sum at MVB’s discretion . |
| Accrued Compensation | Accrued but unpaid salary/benefits payable upon separation . |
| Restrictive Covenants | Confidentiality; return of property; non-solicitation; non-interference; non-compete for one year in any U.S. state where MVB or affiliates do business/where services performed . |
| Clawback Policy | Company-wide incentive compensation clawback exceeds Nasdaq/Exchange Act Section 10D: mandatory recoupment on restatements; discretionary recovery for misconduct causing material detriment . |
Company Performance Snapshot (context for incentive alignment)
| Metric | 2023 | 2024 |
|---|---|---|
| EPS (Basic) | $1.77 | $1.56 . |
| Total Noninterest Expense | $120.0M | $122.2M . |
| Charge-Offs / Total Loans | 0.40% | 0.21% . |
| Total Core Deposits Growth | — | -$116.8M . |
| Tangible Book Value per Share (Year-end) | — | $23.37 . |
| Three-Year TSR (2022–2024) | — | -44.2% (3rd percentile) . |
Compensation Committee Analysis
- Committee membership and independence: Human Resources & Compensation Committee members W. Marston Becker (Chair), John W. Ebert, and Victor R. Maculaitis; independent advisor Pay Governance LLC engaged, no conflicts; 7 meetings in 2024 .
- Philosophy: pay-for-performance with capped plans; clawback; ownership guidelines; prohibition of hedging/pledging; annual risk assessment; investor outreach; say-on-pay approval was 71.06% in 2024 .
- Peer group: Adjusted in 2024—The Bancorp removed; Blue Ridge Bankshares and MainStreet Bancshares added; peer group of 16 small-cap banks with fintech/payments orientation .
Investment Implications
- Compensation alignment: Rodriguez’s 2024 AIP payout was N/A due to Q4 start; LTIP is performance-weighted with multi-year TBV/EPS goals and TSR modifier, and 2022–2024 PBRSUs paid 0%—indicating strong linkage of realized pay to shareholder outcomes .
- Retention risk: Standard severance of 1× salary and CoC enhancement to 1.5× salary, with one-year non-compete/non-solicit, reduces abrupt exit risk; protection is within typical small-cap bank ranges, but not excessive .
- Ownership alignment: No reported share ownership or outstanding awards at FY-end 2024; he must build toward 1× salary under five-year guideline—near-term skin-in-the-game is limited, potentially muting insider selling pressure but also alignment until equity grants accrue .
- Trading signals: Insider trading policy prohibits hedging and tightly governs pledging; CEO/CFO have pledged shares but Rodriguez has none—no current pledge-related overhang for him .
- Execution focus: AIP metrics emphasize credit quality and expense discipline; 2024 outcomes (charge-off improvement; expense below target) suggest operating rigor—Rodriguez leads risk/compliance/legal, supporting sustained credit and regulatory posture as MVB pivots to payments growth .