HVBC 2018 Proxy Statement

12 Required Vote and Recommendation of the Board In order to approve the 2018 Equity Incentive Plan, the proposal must receive the affirmative vote of a majority of the votes cast, either in person or by proxy, at the Special Meeting, without regard to broker non-votes or proxies marked ABSTAIN. THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE 2018 EQUITY INCENTIVE PLAN EXECUTIVE OFFICER COMPENSATION Summary Compensation Table. The following table sets forth the total compensation paid to Travis J. Thompson, who served as principal executive officer of HV Bancorp, Inc. during the fiscal year ended June 30, 2017 and the total compensation paid to our two other most highly compensated executive officers who earned total compensation in excess of $100,000 for the fiscal year ended June 30, 2017. Each individual listed in the table below is referred to as a named executive officer. Summary Compensation Table Name and principal position Year Salary ($) Bonus ($)(1) Non-Equity Incentive Compensation ($)(2) All Other Compensation ($)(3) Total ($) Travis J. Thompson President and Chief Executive Officer 2017 2016 200,000 180,000 173,000 150,000 — 4,348 2,187 377,348 332,187 Joseph C. O’Neill, Jr., Executive Vice President and Chief Financial Officer 2017 2016 150,000 150,000 47,000 65,000 — 3,725 1,457 200,725 216,457 Charles S. Hutt Executive Vice President and Chief Credit Officer 2017 2016 175,000 175,000 — — 169,618 226,470 4,384 2,255 349,002 403,725 _________________________ (1) See “—Bonuses,” below, for a description of the amounts in this column. (2) See “Bonuses—Non-Equity Incentive Compensation,” below, for a description of the amount in this column. (3) For the fiscal year ended June 30, 2017, no Named Executive Officer had perquisites, the aggregate value of which exceeded $10,000. The amounts in this column for each Named Executive Officer represent the employer contributions made by Huntingdon Valley Bank under the 401(k) Plan. Employment Agreements Huntingdon Valley Bank entered into individual employment agreements with Travis J. Thompson, Joseph C. O’Neill, Jr., Charles S. Hutt and J. Christopher Jacobsen, each of which has an initial term of three years. Commencing on the first anniversary date of the agreement and continuing on each anniversary date thereafter, the term of each agreement will renew for one year, unless written notice of non-renewal is provided by the board of directors at least 30 days prior to any anniversary date. Prior to each notice period for non-renewal, the disinterested members of the board of directors will conduct a comprehensive performance evaluation of each executive for purposes of determining whether to take action regarding non-renewal of his employment agreement. The employment agreements provide a base salary for each of Messrs. Thompson, O’Neill, Hutt and Jacobsen in the amounts of $200,000, $150,000, $175,000 and $150,000, respectively. The base salaries may be increased, but not decreased (other than a decrease which is applicable to all senior officers). In addition to base salary, each executive will be entitled to participate in any bonus program and benefit plan made available to senior management employees, and will be reimbursed for all reasonable business expenses incurred. In the event of each executive’s involuntary termination of employment for reasons other than cause, disability or death, or in the event of his resignation for “good reason,” (a “qualifying termination event”), the executive will receive a lump sum cash severance payment equal to the amount base salary that he would have earned had he remained employed for the duration of his “benefit period.” The benefit period for Mr. Thompson is 12 months or, if greater, the remaining term of his agreement as of his date of termination. For Messrs. O’Neill, Hutt and Jacobsen, their benefit periods are each for the lesser of 24 months or the remaining term of their agreements as of their date of termination, provided, however that such periods will be no less than 12 months. In addition, each