Michael Giorgio
About Michael Giorgio
Michael L. Giorgio (age 44) serves as Executive Vice President, Chief Information Officer at MVB Financial Corp., having joined MVB in 2023 . He holds an MBA from Quinnipiac University and a B.S. in Computer Science from St. John’s University; he also maintains a CISSP certification . Giorgio’s remit spans enterprise technology vision, architecture, compliance/regulatory support, and integrating support from MVB’s technology subsidiaries Trabian and Victor . Key performance context: 2024 EPS was 1.56 and net income was $20.245 million; the company’s five-year pay-versus-performance table shows 2024 TSR of 94.69 on a $100 baseline, reflecting below-peer returns and informs PSU payouts tied to TBV/EPS and a TSR modifier .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Kraken Bank | Chief Executive Officer | Prior to joining MVB in 2023 | Led a FinTech/banking platform; executive leadership in digital/regulatory domains |
| SMC Blockchain Labs | Chairman & CEO | Prior to joining MVB in 2023 | Blockchain innovation leadership; technology strategy oversight |
| Metropolitan Commercial Bank | SVP & Chief Technology Officer | 2018–2020 | Architected solutions for digital currency and prepaid card clientele |
| Laurel Road | SVP & Chief Technology Officer | 2016–2018 | Supported national lending platform; enabled digital-first strategies |
| Various banking roles | Technology/operations leadership | >10 years | Led transformation to mobile/online banking, digital loan applications, online account opening |
External Roles
No current public company directorships or external board roles disclosed for Giorgio. Background includes executive roles at Kraken Bank and SMC Blockchain Labs before MVB .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $375,000 | $375,000 |
| Target Bonus (%) | Not explicitly disclosed for 2023; program range 35%–75% (consistent design) | 35% |
| Non-Equity Incentive Paid ($) | $58,565 | $146,344 |
| All Other Compensation ($) | $5,294 | $14,040 (401k match $13,800; perqs $240) |
| 2024 Target Total Direct Compensation ($) | $637,500 | $637,500 |
Performance Compensation
Annual Incentive Plan – 2024 Scorecard and Results
| Metric | Weight | Threshold | Target | Maximum | Actual 2024 | Payout vs Target |
|---|---|---|---|---|---|---|
| Tier 1 Capital Ratio (Trigger) | N/A | 9.5% | — | — | 11.2% | Enables bonuses |
| EPS | 20% | $1.55 | $1.80 | $2.00 | $1.56 | 86% |
| Total Noninterest Expense | 20% | $130,000,000 | $125,000,000 | $115,000,000 | $122,226,685 | 128% |
| Charge-Offs / Total Loans | 20% | 0.50% | 0.40% | 0.30% | 0.21% | 200% |
| Total Core Deposits Growth | 20% | $50,000,000 | $100,000,000 | $150,000,000 | $(116,844,235) | 0% |
| Individual Performance Rating | 20% | — | — | — | Meets/exceeds threshold | Payout aligned to review |
| Giorgio 2024 AIP Payout ($) | — | — | $131,250 | $262,500 | — | $146,344 |
Long-Term Incentives – 2024 Grants and Design
| Grant Type | Grant Date | % of Salary | Granted (#) | Share Price ($) | Vesting / Performance |
|---|---|---|---|---|---|
| Time-Based RSUs | 5/1/2024 | 35% | 3,568 | 18.39 | 3-year graded (1/3 per year) |
| PSU – EPS-based RSUs | 5/1/2024 | 25% | 1,784 | 18.70 | 3-year performance; 0%–200% with TSR modifier |
| PSU – TBV-based RSUs | 5/1/2024 | 25% | 1,784 | 18.70 | 3-year performance; 0%–200% with TSR modifier |
| Grant Date Fair Value (TBRSUs) | 5/1/2024 | — | — | — | $65,615 |
| Grant Date Fair Value (PSU EPS) | 5/1/2024 | — | — | — | $33,361 |
| Grant Date Fair Value (PSU TBV) | 5/1/2024 | — | — | — | $33,361 |
Performance RSU targets for the 2024–2026 cycle: TBV cumulative threshold $74.25, target $80.15, max $87.15; EPS cumulative threshold $5.75, target $6.21, max $6.69; relative TSR modifier ±20% between 25th–75th percentile (capped at 200%) . Prior PSU cycles paid 0% for 2021–2023 and 2022–2024 (TBV average $22.02 below $29.00 threshold; three-year TSR -44.2% at 3rd percentile) .
Outstanding Equity (as of FY-end 2024)
| Instrument | Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|---|
| Stock Options | 7/31/2023 | 1,666 | 3,334 | 25.59 | 7/31/2033 |
| Stock Options | 12/15/2023 | 601 | 1,203 | 22.86 | 12/15/2033 |
| Unvested Time RSUs | 5/1/2024 | 3,568 | — | — | MV $73,858 at 12/31/24 |
| Unearned PSUs | 5/1/2024 | 3,568 | — | — | MV $73,858 at 12/31/24 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 9,771 shares; 0.08% of class |
| Options Acquirable within 60 Days | 2,267 shares |
| Pledged Shares | None disclosed for Giorgio (pledges exist for Mazza and Robinson only) |
| Stock Ownership Guidelines | Designated executives must own 1x base salary; 5 years from hire/promotion to comply |
| Giorgio Compliance Status (12/31/2024) | Holdings valued at $104,005 vs $375,000 salary (0.3x multiple vs 1x required); joined 2023 (compliance runway to 2028) |
| Hedging/Pledging Policy | Hedging prohibited; pledging subject to prior approval and requirements; policy in Insider Trading Policy and governance practices |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Effective Date | July 31, 2023 |
| Base Salary | $375,000 (subject to adjustment) |
| Eligibility | Annual executive performance incentive plan |
| Severance (Without Cause) | 1x then-current annual base salary; accrued but unpaid salary/benefits; release and covenant compliance required |
| Change-in-Control | If terminated without cause or for good reason upon CoC: Severance + additional 0.5x severance (payable periodic or lump sum) |
| Equity Treatment (12/31/2024 scenario) | If terminated without cause: immediate vesting of all stock options and RSUs totaling $241,631 |
| Restrictive Covenants | Confidentiality, return of property, non-solicitation/non-interference; non-compete for one (1) year in any U.S. state/territory/city where MVB does business or where services performed |
| Clawback | Incentive Compensation Clawback Policy applies to all awards (restatement/adjustment triggers) |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 27,565,000* | 20,701,000* | 42,913,000 |
| Net Income ($) | 15,047,000 | 31,232,000* | 20,091,000 |
Values retrieved from S&P Global. Cells with asterisks are S&P Global figures without document citations.
Say-on-Pay & Peer Benchmarking
- Say-on-Pay approval was 71.06% at the 2024 Annual Meeting, indicating moderate shareholder support and continued committee review of program design .
- 2024 peer group criteria emphasized $1–10B assets, $100M–$1.5B market cap, growth and tech-forward/FinTech partnership attributes; The Bancorp, Inc. was removed; Blue Ridge Bankshares, Inc. and MainStreet Bancshares, Inc. were added .
- Independent compensation advisor: Pay Governance, LLC; fees did not exceed $120,000; committee determined no conflicts and advisor independence .
Investment Implications
- Pay-for-performance architecture is robust: 2024 AIP tied to EPS, expense control, credit quality, and core deposits with a Tier 1 capital trigger; Giorgio’s payout of $146k aligned with mixed performance (strong credit quality and expense control, weak deposits), limiting “discretionary” risk .
- Long-term alignment depends on TBV/EPS execution and relative TSR; prior PSU cycles paid 0% due to sub-threshold TBV and bottom-decile TSR, signaling disciplined vesting that curbs windfalls in weak shareholder return regimes .
- Ownership alignment currently below guideline (0.3x vs 1x requirement), with a five-year runway to comply by 2028; this suggests ongoing accumulation needs and limited near-term selling pressure given RSU/PSU schedules and 2033 option expiries .
- Employment protections are modest (1x salary severance; +0.5x on CoC with restrictive covenants), and hedging/pledging is deterred by policy—supportive of risk control and alignment; no Giorgio pledging disclosed, reducing collateral-driven sell risk .
- Watch catalysts: annual RSU vesting tranches off May grant dates; PSU outcomes hinge on cumulative TBV/EPS through 2026 with TSR modifier—monitor operational trends in EPS/TBV alongside credit metrics to gauge potential PSU realizations and retention incentives .