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PVFC > SEC Filings for PVFC > Form 8-K on 13-Feb-2013All Recent SEC Filings

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Form 8-K for PVF CAPITAL CORP


13-Feb-2013

Change in Directors or Principal Officers


ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

On August 13, 2012, PVF Capital Corp. (the "Company") approved an incentive plan (the "2013 Incentive Plan") for the Company's executive officers, including its Named Executive Officers ("NEOs"), and officers and other key employees of its wholly owned subsidiary Park View Federal Savings Bank (the "Bank").

The 2013 Incentive Plan sets forth target bonus amounts for each participating executive officer, expressed as a percentage of base salary, and provides for awards ranging from 50% (threshold) to 200% (maximum) of target. The target bonus awards under the 2013 Incentive Plan for each of the Company's NEOs are as follows:

                                                2013 Target
                                             Bonus Opportunity
               Names Executive Officer    (as a % of base salary)
               Robert J. King, Jr.                              50 %
               Jeffrey N. Male                                  35 %
               James H. Nicholson                               35 %
               Lonnie Shiffert                                  35 %
               Robert K. Healey, Jr.                            35 %
               Mary Ann Stropkay                                35 %

For each of the NEOs, each executive's 2013 bonus opportunity will be dependent upon the achievement of pre-established corporate performance metrics and, with the exception of Mr. King, subject to upward or downward adjustment based upon individual performance. Pursuant to the 2013 Incentive Plan, corporate performance will be evaluated based upon the following metrics: (i) adversely classified assets ("ACA"); and (ii) Net Income. Net Income is weighted 80% of the award opportunity and ACA is weighted 20% of the award opportunity. In addition, the 2013 Incentive Plan includes a circuit breaker that requires the Company to maintain certain regulatory capital levels in order for any award to be paid. For NEOs other than Mr. King, 50% of each executive's annual bonus award is subject to adjustment from 0 to 125% based upon individual performance. Up to 25% of the awards earned under the 2013 Incentive Plan may be settled in restricted common shares, as determined by the Compensation Committee.


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