HVBC 2018 Proxy Statement

11 Stock Option Awards Named and Position Dollar Value ($) (1) Number of Awards Travis J. Thompson President and Chief Executive Officer — 50,000 Joseph C. O’Neill, Jr. Executive Vice President and Chief Financial Officer — 25,000 Charles S. Hutt Executive Vice President and Chief Credit Officer — 25,000 J. Chris Jacobsen Executive Vice President and Chief Operating Officer — 25,000 Total Executive Officers as a Group — 125,000 Non-Employee Directors as a Group (4 persons) (2) — 30,000 Non-Executive Officers as a Group (7 persons) — 43,000 _________________________ (1) Amounts are not determinable, as the actual value of the stock options realized will depend on the extent to which the market value of HV Bancorp, Inc. common stock exceeds the exercise price of the stock option on the date of exercise. (2) Each non-employee director who has been a member of the Board for at least one year would be awarded 10,000 stock options. It is expected that the stock option and restricted stock awards will vest over a seven-year period, with 16 percent becoming vested after the completion of one year of service following the date of grant and then 14 percent becoming vested each year of continued service thereafter for the next six years. The exercise price of the stock options will equal the fair market value of HV Bancorp, Inc. common stock on the actual date of grant. Notwithstanding the foregoing, these awards would vest upon death, disability or involuntary termination of employment following a change in control. The time-based component of the awards serves as a retention tool for the employees and directors, and the stock options are viewed by the Compensation Committee as performance- based because value is only realized if there is stock price appreciation over the term of the options. The Compensation Committee engaged The Galbreath Group, an independent compensation consultant, to assess the Compensation Committee’s recommendations for granting stock options and restricted stock to the employees and directors. Particularly for the Named Executive Officers and Directors, the Compensation Committee considered each person’s role and position in determining the amount of stock options and restricted stock awards to be received. The Compensation Committee also considered their past contributions, their individual roles in completing the mutual-to-stock conversion in 2017 and the roles they would play in the future. The Compensation Committee also reviewed survey data regarding awards made to executive officers and directors of other financial institutions that had undertaken a mutual-to-stock conversion and related stock offering. The Galbreath Group concluded that the Compensation Committee’s recommendations for the proposed awards are reasonable and intended to align the economic interest of the employees and directors with that of other stockholders, consistent with prevailing compensation practices in the competitive marketplace for similarly-situated financial institutions. Any future grants to employees and directors under the 2018 Equity Incentive Plan will be determined in the discretion of the Compensation Committee. Clawback Policy The 2018 Equity Incentive Plan provides that if HV Bancorp, Inc. is required to prepare an accounting restatement due to its material noncompliance, as a result of misconduct, with any financial reporting requirement under the federal securities laws, any participant who is subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002 or who is subject to clawback under Section 954 of the Dodd-Frank Act must reimburse HV Bancorp, Inc. with the required amount of any payment in settlement of an award earned or accrued during the 12-month period following the first public issuance or filing with the Securities and Exchange Commission (whichever first occurred) of the financial document embodying such financial reporting requirement. In addition, awards granted under the 2018 Equity Incentive Plan are subject to any clawback policy adopted by the Board of Directors.