Michael Sumbs
About Michael Sumbs
Michael R. Sumbs, 39, was appointed Executive Vice President and Chief Financial Officer of MVB Financial Corp. and MVB Bank effective July 14, 2025, after a 15-year career in financial institutions and investment banking (Raymond James, Macquarie, Yadkin Financial, and Keefe, Bruyette & Woods). He holds a B.S. in Business Administration from the University of Richmond and an MBA from Duke University’s Fuqua School of Business . As CFO, he serves as principal financial and accounting officer and certifies SEC filings (e.g., Q3 2025 Form 10‑Q), and is the signatory on investor materials and earnings releases . Since his appointment, Q3 2025 results included net income of $17.1M, diluted EPS of $1.32, completion of the Victor Technologies sale (pre‑tax gain $34.1M), and a completed $10.0M share repurchase (473,584 shares at $21.15), with TBVPS of $25.98 at 9/30/25 .
Q3 2025 performance snapshot
| Metric | Q3 2025 |
|---|---|
| Net Income ($USD Millions) | $17.1 |
| EPS (Basic/Diluted, $USD) | $1.36 / $1.32 |
| TBVPS ($USD) | $25.98 |
| Victor sale pre-tax gain ($USD Millions) | $34.1 |
| Shares repurchased (avg price) | 473,584 @ $21.15 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Raymond James & Associates | Director, Financial Services Investment Banking | 2017–2025 | Led advisory across banking/fintech; long-standing partner to MVB |
| Macquarie Capital | Investment Banking – Financial Services | Not disclosed | Coverage in financial services IB; capital markets experience |
| Yadkin Financial (acq. by F.N.B.) | Strategy & Corporate Development | Not disclosed | Corporate strategy execution at a financial institution |
| Keefe, Bruyette & Woods | Early career/Analyst | Not disclosed | Fundamental banks/FIG training |
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Base Salary | $375,000 per year | Annual review; cannot be reduced unless as part of proportionate executive-wide reduction |
| Signing Bonus | $25,000 | Reimbursable to company if resignation within 12 months of receipt |
| Benefits | Employee benefit plans (medical, dental, life, disability), expense reimbursement per policy | Standard executive eligibility; expenses reimbursed per policy timelines |
Performance Compensation
Annual Incentive Plan (AIP) design
| Metric | Weight | Payout Range | Notes |
|---|---|---|---|
| Tier 1 Capital Ratio (Trigger) | Gate | 0% if <9.5%; bonuses only if ≥9.5% | Ensures capital adequacy before any payouts |
| Earnings Per Share (EPS) | 20% | 0–200% of target | Targets set annually by Board; difficult goals |
| Total Noninterest Expense | 20% | 0–200% of target | Cost discipline |
| Credit Quality (Charge‑Offs/Total Loans) | 20% | 0–200% of target | Asset quality emphasis |
| Total Loan Growth (2025 update) | 20% | 0–200% of target | Replaces 2024 “Total Core Deposits Growth” |
| Individual Performance Scorecard | 20% | Impacts overall payout | Performance review scorecard |
Executives are eligible for annual incentives per role; CFO is eligible under the plan in effect as approved by the Board .
Long‑Term Incentives
| Instrument | Grant size/terms | Performance Metrics | Vesting |
|---|---|---|---|
| Time‑based RSUs | ~1,670 RSUs valued at ~$35,000 for initial grant | N/A | Vests over 3 years |
| Company LTIP structure (for executives) | 50% time‑based RSUs; 50% performance‑based RSUs (PSUs) | 3‑yr cumulative EPS (50%) and TBV per share (50%); ±20% TSR modifier vs S&P U.S. SmallCap Banks | Time‑based RSUs vest ratably over 3 years; PSUs vest after 3‑yr performance period (0–200% of target) |
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Initial equity | ~1,670 time‑based RSUs, ~$35,000 grant value; vests over 3 years |
| Share purchase match | Company will match 1:1 up to 10,000 MVBF shares purchased within 120 days of hire |
| Stock ownership guidelines | Designated executives must own 1× base salary; 5 years to achieve; options and unearned performance shares excluded from guideline counting |
| Hedging & pledging | Insider Trading Policy prohibits hedging and restricts pledging/margin; prior approval requirements for margin/pledge accounts |
| Clawback | Company recovers incentive comp upon restatement; misconduct clawback may recover up to 100% of variable comp; exceeds Nasdaq/Exchange Act requirements |
Employment Terms
| Term | Sumbs’ Agreement |
|---|---|
| Role & start | EVP & CFO; term begins July 14, 2025; at‑will employment |
| Base salary | $375,000; subject to annual review |
| AIP eligibility | Eligible for incentive plan approved by Board; must be employed on Dec 31 to receive award |
| Severance (no cause) | 12 months base salary; paid on regular payroll commencing within 60 days post-separation, subject to release |
| Change‑in‑control (CIC) | Additional 0.5× severance (i.e., total 1.5× base salary) if terminated without cause or resigns for “good reason” within 1 year post‑CIC or 3 months pre‑CIC; double‑trigger construct |
| Good reason (CIC) | Material diminution of authority/duties; base salary decrease; relocation >50 miles, with notice and cure rights |
| Non‑compete & non‑solicit | 12‑month non‑compete in any U.S. state/city MVB operates; non‑solicit/non‑interference applies during restricted period and while receiving severance/CIC payments |
| Confidentiality & IP | Confidential information protections; DTSA whistleblower immunity notice; IP assignment and “work made for hire” |
| Dispute resolution | Mediation then binding arbitration (AAA) in Morgantown, WV; injunctive relief carve‑out |
| 280G cutback | Excise tax cutback to maximize net after‑tax benefit; independent 280G firm determination; over/underpayment true‑up |
| Signatory responsibilities | Signs earnings releases and investor slides (8‑K) and co‑certifies 10‑Q |
Compensation Structure Analysis
- Year-over-year changes: 2025 target pay opportunities held flat across NEOs; Sumbs’ base set at $375k with modest initial time‑based RSUs ($35k) and share purchase match, indicating emphasis on ownership rather than large guaranteed equity grants .
- Pay‑for‑performance: AIP maintains 80% weighting on financial outcomes (EPS, costs, credit quality, growth) with a capital adequacy gate, plus LTIP PSUs tied to EPS/TBV and a relative TSR modifier, aligning incentives with shareholder value drivers .
- Governance safeguards: Robust clawback policy, hedging/pledging restrictions, ownership guidelines (1× base for designated executives) support long‑term alignment and reduce risk of misaligned pay outcomes .
Related Party & Red Flags
- Relationships: 8‑K disclosed no family relationships or material related‑party transactions for Sumbs upon appointment .
- Risk controls: Strong insider trading prohibitions (hedging/pledging) and clawback framework; arbitration and injunctive relief provisions for covenant breaches .
Performance & Track Record
- Execution since appointment: Q3 2025 results featured strategic portfolio actions (Victor sale; securities repositioning adding expected $0.30–$0.35 to annualized EPS), loan growth (4.9%), and TBVPS up to $25.98; completed $10M buyback, signaling capital discipline and shareholder return focus .
Investment Implications
- Retention and alignment: Double‑trigger CIC (1.5× base) and 12‑month non‑compete/non‑solicit reduce opportunistic exit risk while the share match and RSU grant build ownership; ownership guideline of 1× base within 5 years reinforces alignment .
- Incentive levers: AIP’s gate and metrics (EPS, expenses, credit, loan growth) tightly link cash bonus outcomes to core bank performance; LTIP PSUs on EPS/TBV with relative TSR modifier directly connect equity payouts to value creation .
- Trading signals: Governance safeguards (clawbacks; hedging/pledging restrictions) and ongoing buyback/TBVPS growth support investor confidence; CFO’s capital markets background underpins disciplined execution of strategic repositioning post‑Victor sale .