Victor R. Maculaitis
About Victor R. Maculaitis
Victor R. Maculaitis, 45, was appointed to the MVB Financial Corp. Board effective February 28, 2025, and elected by shareholders on May 20, 2025 to a term ending at the 2028 annual meeting; he is an independent director and serves on the Boards of MVB Financial Corp. and MVB Bank, Inc. . He is Founder and Managing Partner of i3strategies and brings 20+ years of financial crime risk and compliance leadership, including prior management roles at Zions Bancorporation, First Republic Bank, and Banc of California; education includes Executive Education in Corporate Governance (Harvard Business School), UCLA Anderson alumnus, and undergraduate degrees from Walsh University and The University of Akron .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Government | Various roles (career began in 2002) | Not disclosed | Public-sector experience informs governance and risk perspective |
| $20B Bank Holding Company (Chicago) | Board-appointed BSA/AML Officer | Not disclosed | Led BSA/AML program; foundational AML expertise |
| Zions Bancorporation | Management role | Not disclosed | Financial crime risk and compliance operations |
| First Republic Bank | Management role | Not disclosed | Financial crime risk and compliance operations |
| Banc of California | Management role | Not disclosed | Financial crime risk and compliance operations |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| i3strategies® | Founder & Managing Partner | Not disclosed | Market research and strategy consulting across PE/VC, tech, and finance |
| MVB Bank, Inc. | Director | Current | Subsidiary board; aligns oversight across holding company and bank |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq Rule 5605; Maculaitis is independent .
- Election & Votes: Elected May 20, 2025; votes cast 8,418,385 For; 150,971 Withheld; 1,807,944 Non-Votes (quorum 80.13%) .
- Attendance: In 2024, all directors attended at least 75% of meetings, with average attendance of 97%; independent directors meet regularly in executive session .
- Board leadership: Separate Chair, CEO, and President; independent committee chairs; staggered board with classes expiring in 2026/2027/2028 .
- Committee memberships (joined Q1 2025): Audit; Compensation; Risk & Compliance .
- Committee activity context (2024): Audit met 24 times; Compensation met 7 times; Risk & Compliance met 15 times .
| Committee | Role | Joined | 2024 Meetings (context) |
|---|---|---|---|
| Audit | Member | Q1 2025 | 24 |
| Human Resources & Compensation | Member | Q1 2025 | 7 |
| Risk & Compliance | Member | Q1 2025 | 15 |
Fixed Compensation
- Director cash retainers (2024 schedule; unchanged in 2024): Board member $20,000; Chairman $50,000; Audit Chair $25,000 / member $5,000; Risk & Compliance Chair $20,000 / member $4,000; Compensation Chair $20,000 / member $4,000; N&CG Chair $15,000 / member $3,000; Finance Chair $20,000 / member $4,000 .
- Directors are granted $75,000 of RSUs (time-based; one-year vest) annually .
| Component | Amount | Notes |
|---|---|---|
| Board Member Retainer | $20,000 | Annual |
| Audit Committee Member | $5,000 | Annual |
| Compensation Committee Member | $4,000 | Annual |
| Risk & Compliance Committee Member | $4,000 | Annual |
| Annual Director RSU Grant | $75,000 | One-year time vest |
Performance Compensation
- Structure: Director equity is time-based RSUs; no performance-conditioned director awards disclosed .
- 2024 director RSU grants: 4,004 shares at $18.73 per share, vesting June 1, 2025; certain directors received an additional 380 shares vesting October 1, 2025 (noted for Dr. Nelson, Owen, Spielman) .
| Grant Year | Instrument | Shares | Grant-Date Price | Vesting |
|---|---|---|---|---|
| 2024 | Time-based RSUs | 4,004 | $18.73 | June 1, 2025 |
| 2024 (additional for specific directors) | Time-based RSUs | 380 | Not disclosed | Oct 1, 2025 (specific to Nelson/Owen/Spielman) |
No director performance metrics (TSR, EPS, etc.) apply to non-employee director compensation; these are part of NEO plans, not director pay .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond MVB Financial Corp. and MVB Bank, Inc. .
- Compensation Committee interlocks: None; members not officers and no relationships requiring Item 404 disclosure in 2024 .
- Related-party compensation arrangements from third parties for directors: None identified under Nasdaq rules .
Expertise & Qualifications
- Specialization: Financial Crime Risk & Compliance; AML/BSA leadership; entrepreneur and operator in services and technology focused on compliance modernization .
- Education: Executive Education in Corporate Governance (Harvard Business School); UCLA Anderson alumnus; undergraduate degrees from Walsh University and The University of Akron .
Equity Ownership
- Beneficial ownership: 250 shares; percent of class not material (—%) as of record date .
- Pledging/Hedging: Insider Trading Policy prohibits hedging and requires approvals for margin/pledging; no pledges disclosed for Maculaitis (pledges disclosed for CEO and President only) .
- Stock ownership guidelines: Directors must own 10x annual cash retainer; average non-employee directors are at 30.4x; directors have three years to comply—Maculaitis is newly appointed in 2025 .
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares |
|---|---|---|---|
| Victor R. Maculaitis | 250 | —% | None disclosed |
Say-on-Pay & Shareholder Signals
- 2024 Say-on-Pay approval: 71.06% .
- 2025 Annual Meeting voting results:
- Director Election (Maculaitis): 8,418,385 For; 150,971 Withheld; 1,807,944 Non-Votes .
- Say-on-Pay (2025): 7,443,113 For; 1,001,231 Against; 125,012 Abstain; 1,807,944 Non-Votes .
- Say-on-Pay Frequency: 1 Year received 7,886,749 votes vs. 560,171 for 3 Years; Board recommended annual frequency .
| Proposal (2025) | For | Against | Abstain | Non-Votes |
|---|---|---|---|---|
| Elect Victor R. Maculaitis | 8,418,385 | 150,971 | — | 1,807,944 |
| Say-on-Pay | 7,443,113 | 1,001,231 | 125,012 | 1,807,944 |
| Say-on-Pay Frequency (1-Year) | 7,886,749 | — | 116,218 (abstain) | 1,807,944 |
Related Party Transactions & Policies
- Ordinary-course banking transactions with directors/officers conducted on substantially the same terms as for non-affiliates; all related-party loans require Board approval and compliance with policy .
- No third-party compensation arrangements for directors in connection with candidacy or service identified .
- Insider Trading Policy prohibits hedging and regulates pledging/margin accounts; policy available via 10-K exhibit .
Governance Assessment
-
Strengths:
- Independence and committee breadth (Audit, Compensation, Risk & Compliance) enhance board oversight across financial reporting, pay governance, and risk management .
- Board structure separates Chair/CEO/President and uses independent committee chairs; independent sessions foster accountability .
- Compensation Committee engages independent consultant (Pay Governance); no conflicts; fees ≤ $120,000 in 2024 .
- Strong meeting cadence in core committees (Audit: 24; Risk: 15; Comp: 7 in 2024) indicates active oversight culture .
-
Alignment and Incentives:
- Director pay uses modest cash retainers plus annual $75,000 time-based RSUs to align with shareholders; no meeting fees disclosed .
- Stock ownership guidelines require 10x cash retainer; new directors have three years to comply; average non-employee directors are at 30.4x .
-
Watch items and potential red flags:
- Low initial ownership: 250 shares suggests current “skin-in-the-game” is low relative to guideline; monitor path to compliance over the 3-year window (not a breach given new appointment) .
- Company-level pledging by CEO/President exists (not by Maculaitis); pledging is permitted with controls—remain alert to any future pledging by directors given policy constraints .
- Classified (staggered) board remains in place; Board cites practical voting constraints for declassification—monitor shareholder sentiment on board declassification .
No director-specific related-party transactions, hedging, or pledging are disclosed for Maculaitis; no compensation committee interlocks or conflicts identified .