hvbc-def14a_20210519.htm

DEF 14A 1 hvbc-def14a_20210519.htm DEF 14A hvbc-def14a_20210519.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a‑12

HV BANCORP, INC.
(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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☐	Fee computed on table below per Exchange Act Rules 14a‑6(i)(1) and 0-11.
	(1)	Title of each class of securities to which transaction applies:
	(2)	Aggregate number of securities to which transaction applies:
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☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
	(1)	Amount Previously Paid:
	(2)	Form, Schedule or Registration Statement No.:
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	(4)	Date Filed:

April 15, 2021

Dear Stockholder:

We cordially invite you to attend the Annual Meeting of Stockholders of HV Bancorp, Inc. The annual meeting will be held virtually at 11:00 a.m., local time, on May 19, 2021.

The enclosed Notice of Annual Meeting and Proxy Statement describe the formal business to be transacted. During the annual meeting we will also report on our operations. Certain of our directors and officers will be attending the annual meeting virtually and will respond to any questions that stockholders may have. Also enclosed for your review is our Annual Report to Stockholders, which contains detailed information concerning our activities and operating performance.

The annual meeting is being held so that stockholders may be given the opportunity to elect directors, ratify the appointment of S.R. Snodgrass, P.C., as the independent registered public accounting firm for the year ending December 31, 2021 and approve HV Bancorp’s 2021 Equity Incentive Plan. For the reasons set forth in the Proxy Statement, the Board of Directors has determined that the matters to be considered at the annual meeting are in the best interests of our stockholders, and the Board of Directors unanimously recommends a vote “FOR” each nominee, the approval and implementation of the 2021 Equity Incentive Plan and ratification of the independent registered public accounting firm.

It is important that your shares be represented at the annual meeting, whether or not you plan to attend virtually. Please complete, sign and date the enclosed proxy card and return it as soon as possible in the postage-paid envelope provided so that your shares will be represented at the annual meeting. Alternatively, you may vote through the Internet or by telephone. Information and applicable deadlines for voting through the Internet or by telephone are set forth in the enclosed proxy card instructions. You may revoke your proxy at any time prior to its exercise, and you may virtually attend the annual meeting and vote, even if you have previously returned your proxy card or voted via the Internet or by telephone. However, if you are a stockholder whose shares are not registered in your own name, you will need additional documentation from your record holder in order to vote virtually at the annual meeting.

We thank you for your prompt attention to this matter and appreciate your support.

Sincerely,

Travis J. Thompson

Chairman, President and Chief Executive Officer

HV Bancorp, Inc.

2005 South Easton Road, Suite 304

Doylestown, Pennsylvania 18901

(267) 280-4000

NOTICE OF

ANNUAL MEETING OF STOCKHOLDERS

To Be Held On May 19, 2021

Notice is hereby given that the Annual Meeting of Stockholders of HV Bancorp, Inc. (the “Annual Meeting”) will be held virtually on May 19, 2021, at 11:00 a.m., local time.

Due to concerns about COVID-19, this year’s Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted solely online via a live webcast. You will be able to attend and participate in the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting: www.proxydocs.com/HVBC at the meeting date and time described above. There is no physical location for the Annual Meeting.

A Proxy Statement for the Annual Meeting is enclosed. The Annual Meeting is for the purpose of considering and acting upon:

the election of three directors;

the ratification of the appointment of S.R. Snodgrass, P.C., as our independent registered public accounting firm for the year ending December 31, 2021;

to approve the HV Bancorp, Inc. 2021 Equity Incentive Plan; and

such other matters as may properly come before the Annual Meeting, or any adjournments thereof. The Board of Directors is not aware of any other business to come before the Annual Meeting.

Any action may be taken on the foregoing proposals at the Annual Meeting on the date specified above, or on the date or dates to which the Annual Meeting may be adjourned. Stockholders of record at the close of business on March 31, 2021 are the stockholders entitled to vote at the Annual Meeting, and any adjournments thereof.

EACH STOCKHOLDER, WHETHER HE OR SHE PLANS TO ATTEND THE ANNUAL MEETING VIRTUALLY IS REQUESTED TO VOTE THEIR PROXY WITHOUT DELAY. ANY PROXY GIVEN BY THE STOCKHOLDER MAY BE REVOKED AT ANY TIME BEFORE IT IS VOTED. A PROXY MAY BE REVOKED BY FILING WITH THE SECRETARY OF HV BANCORP, INC. A WRITTEN REVOCATION OR VOTING BY PROXY BEARING A LATER DATE. ANY STOCKHOLDER ATTENDING THE ANNUAL MEETING VIRTUALLY MAY REVOKE HIS OR HER PROXY AND VOTE ON EACH MATTER BROUGHT BEFORE THE VIRTUAL ANNUAL MEETING. HOWEVER, IF YOU ARE A STOCKHOLDER WHOSE SHARES ARE NOT REGISTERED IN YOUR OWN NAME, YOU WILL NEED ADDITIONAL DOCUMENTATION FROM YOUR RECORD HOLDER IN ORDER TO VOTE AT THE VIRTUAL ANNUAL MEETING.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING

The Notice, Proxy Statement, Proxy Card and Annual Report on Form 10-K are available at www.proxypush.com/HVBC for the Annual Meeting.

By Order of the Board of Directors

Janice Garner
Corporate Secretary

Doylestown, Pennsylvania

April 15, 2021

PROXY STATEMENT

HV Bancorp, Inc.

2005 South Easton Road, Suite 304

Doylestown, Pennsylvania 18901

(267) 280-4000

ANNUAL MEETING OF STOCKHOLDERS

May 19, 2021

This Proxy Statement is furnished in connection with the solicitation of proxies on behalf of the Board of Directors of HV Bancorp, Inc. to be used at the Annual Meeting of Stockholders (the “Annual Meeting”), which will be held virtually on May 19, 2021, at 11:00 a.m., local time, and all adjournments of the Annual Meeting. The accompanying Notice of Annual Meeting of Stockholders and this Proxy Statement are first being mailed to stockholders on or about April 15, 2021.

REVOCATION OF PROXIES

Stockholders who execute proxies in the form solicited hereby retain the right to revoke them in the manner described below. Unless so revoked, the shares represented by such proxies will be voted at the Annual Meeting and all adjournments thereof. Proxies solicited on behalf of the Board of Directors of HV Bancorp, Inc. will be voted in accordance with the directions given thereon. Where no instructions are indicated, validly executed proxies will be voted “FOR” the proposals set forth in this Proxy Statement for consideration at the Annual Meeting.

Proxies may be revoked by sending written notice of revocation to the Secretary of HV Bancorp, Inc. at 2005 South Easton Road, Suite 304, Doylestown, Pennsylvania 18901, delivering a later‑dated proxy or by attending the Annual Meeting virtually and voting at the meeting. The virtual presence at the Annual Meeting of any stockholder who had returned a proxy shall not revoke such proxy unless the stockholder votes his or her ballot virtually at the Annual Meeting or delivers a written revocation to the Secretary of HV Bancorp, Inc. prior to the voting of such proxy. If you are a stockholder whose shares are not registered in your name, you will need appropriate documentation from your record holder to vote your shares online by attending the Annual Meeting by webcast.

VOTING SECURITIES AND PRINCIPAL HOLDERS

Except as otherwise noted below, holders of record of HV Bancorp, Inc.’s shares of common stock, par value $0.01 per share, as of the close of business on March 31, 2021, are entitled to one vote for each share then held. As of March 31, 2021, there were 2,272,125 and 2,175,548 shares of common stock issued and outstanding, respectively.

Principal Holders

Persons and groups who beneficially own in excess of 5% of the shares of our common stock are required to file certain reports with the Securities and Exchange Commission (“SEC”) regarding such ownership. The following table sets forth, as of March 31, 2021, the shares of common stock beneficially owned by our directors and executive officers, individually and as a group, and by each person who was known to us as the beneficial owner of more than 5% of the outstanding shares of our common stock. The mailing address for each of our directors and executive officers is 2005 South Easton Road, Suite 304, Doylestown, Pennsylvania 18901.

Name and Address of Beneficial Owners	Amount of Shares Owned and Nature of Beneficial Ownership (1)			Percent of Shares of Common Stock Outstanding

Five Percent Stockholders
Lawrence B. Seidman		208,614	⁽²⁾	9.6%
100 Lanidex Plaza, 1st Floor
Parsippany, New Jersey 07054

Huntingdon Valley Bank ESOP		174,523	⁽³⁾	8.0%
1901 Frederic Avenue, Suite 100
St. Joseph, Missouri 64501

AllianceBerstein L.P.		189,773	⁽⁴⁾	8.7%
1345 Avenue of the Americas
New York, New York 10105

Directors
Carl Hj. Asplundh III, Director		6,600	⁽⁵⁾	**
Joseph F. Kelly, Director		38,000	⁽⁶⁾	1.7%
John D. Behm, Director		38,000	⁽⁷⁾	1.7%
Michael L. Hammer, Director		7,300	⁽⁸⁾	**
Robert J. Marino, Director		76,583	⁽⁹⁾	3.5%
Travis J. Thompson, Chairman, President and Chief Executive Officer *		66,006	⁽¹⁰⁾	3.0%
Scott W. Froggatt, Director		28,974	⁽¹¹⁾	1.3%

Named Executive Officers
Barton Skurbe, Executive Vice President and Director of Sales- Mortgage Division		693	⁽¹²⁾	**
Charles S. Hutt, Executive Vice President and Chief Operating Officer-Mortgage Division		34,160	⁽¹³⁾	1.6%

All directors and executive officers as a group (13 persons)		390,257	⁽¹⁴⁾	17.9%

*Also named executive officer

** Less than one percent of shares outstanding.

(1)

In accordance with Rule 13d-3 under the Securities Exchange Act of 1934, a person is deemed to be the beneficial owner for purposes of this table, of any shares of common stock if he or she has shared voting or investment power with respect to such security, or has a right to acquire beneficial ownership at any time within 60 days from the date as of which beneficial ownership is being determined. As used herein, “voting power” is the power to vote or direct the voting of shares and “investment power” is the power to dispose or direct the disposition of shares, and includes all shares held directly as well as by spouses and minor children, in trust and other indirect ownership, over which shares the named individuals effectively exercise sole or shared voting or investment power.

(2)

On a Schedule 13D/A filed with the Securities and Exchange Commission on December 17, 2018, Seidman and Associates, L.L.C. reported sole dispositive and voting power with respect to 44,146 shares of our common stock; Seidman Investment Partnership, L.P. reported sole dispositive and voting power with respect to 28,344 shares of our common stock; Seidman Investment Partnership II, L.P. reported sole dispositive and voting power with respect to 37,984 shares of our common stock; Seidman Investment Partnership III, L.P. reported sole dispositive and voting power with respect to 12,897 shares of our common stock; LSBK06-08, L.L.C. reported sole dispositive and voting power with respect to 21,645 shares of our common stock; Broad Park Investors, L.L.C. reported sole dispositive and voting power with respect to 25,638 shares of our common stock; Chewy Gooey Cookies, L.P. reported sole dispositive and voting power with respect to 12,500 shares of our common stock; CBPS, LLC reported sole dispositive and voting power with respect to 25,460 shares of our common stock; Veteri Place Corporation reported sole dispositive and voting power with respect to 113,433 shares of our common stock; JBRC I, LLC reported sole dispositive and voting power with respect to 12,897 shares of our common stock; and Lawrence B. Seidman reported sole dispositive and voting power with respect to 208,614 shares of our common stock.

(3)

On a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2021, Pentegra Trust Company reported sole voting power with respect to 139,656 shares of our common stock and shared voting power with respect to 34,867 shares of our common stock, and sole dispositive power with respect to 174,523 shares of our common stock.

(4)	On a Schedule 13G/A filed with the Securities and Exchange Commission on February 8, 2021, AllianceBerstein, L.P. reported sole dispositive and voting power with respect to 189,773 shares of our common stock.

(5)	Includes 5,000 shares of restricted stock as to which Mr. Asplundh III has voting power and 1,600 shares of stock options, which are exercisable within 60 days of the voting record date.

(6)	Includes 5,000 shares of restricted stock as to which Mr. Kelly has voting power and 3,000 shares of stock options, which are exercisable within 60 days of the voting record date.

(7)	Includes 30,000 shares held in a living trust, 5,000 shares of restricted stock as to which Mr. Behm has voting power and 3,000 shares of stock options, which are exercisable within 60 days of the voting record date.

(8)	Includes 2,000 shares held in trust for children.

(9)	Includes 69,983 shares held in Mr. Marino’s individual retirement account and 5,000 shares of restricted stock as to which he has voting power and 1,600 shares of stock options, which are exercisable within 60 days of the voting record date.

(10)	Includes 20,000 shares of shares of restricted stock as to which Mr. Thompson has voting power, 15,000 shares of stock options, which are exercisable within 60 days of the voting record date, 1,747 shares allocated to his ESOP account and 259 shares held in his 401(k) account.

(11)	Includes 5,000 shares of restricted stock as to which Mr. Froggatt has voting power, 20,974 shares held in his individual retirement account and 3,000 shares of stock options, which are exercisable within 60 days of the voting record date.

(12)	Includes 293 shares allocated to Mr. Skurbe’s ESOP account.

(13)	Includes 10,000 shares of restricted stock as to which Mr. Hutt has voting power, 7,500 shares of stock options, which are exercisable within 60 days of the voting record date, 1,825 shares allocated to his ESOP account and 10,035 shares held in his 401(k) account.

(14)

Includes 23,709 shares of restricted stock as to which three additional executive officers have voting power, 16,500 shares of exercisable stock options, which are exercisable within 60 days of the voting record date, 20,222 shares held in their 401(k) accounts and 2,753 shares allocated to three executive officer’s ESOP account. In addition, includes 1,000 shares held by additional executive officer’s spouse.

Quorum

The presence virtually or by proxy of a majority of the outstanding shares of common stock entitled to vote is necessary to constitute a quorum at the Annual Meeting. Abstentions and broker non-votes will be counted for purposes of determining that a quorum is present.

Limitations on Voting

In accordance with the provisions of our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of the outstanding shares of our common stock are not entitled to any vote with respect to the shares held in excess of such limit.

Method of Counting Votes

As to the election of directors, a stockholder may vote FOR each nominee proposed by the Board or WITHHOLD authority to vote for each nominee being proposed. Directors are elected by a plurality of votes cast, without regard to either broker non-votes or proxies as to which the authority to vote for the nominees being proposed is withheld. Plurality means that individuals who receive the highest number of votes cast are elected, up to the maximum number of directors to be elected at the annual meeting.

As to the ratification of the appointment of S.R. Snodgrass, P.C. as our independent registered public accounting firm, a stockholder may: (i) vote FOR the ratification; (ii) vote AGAINST the ratification; or (iii) ABSTAIN from voting on such ratification. The affirmative vote of a majority of the votes cast on the matter at the Annual Meeting is required for the ratification of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the year ended December 31, 2021. Shares as to which “ABSTAIN” has been selected will have no effect on the outcome of the vote.

As to the approval of the HV Bancorp, Inc. 2021 Equity Incentive Plan, a stockholder may: (i) vote FOR the approval; (ii) vote AGAINST the approval; or (iii) ABSTAIN from voting on such matter. The affirmative vote of a majority of the votes cast on the matter at the Annual Meeting, without regard to either broker non-votes or abstentions, is required for the approval of this matter.

Participants in the ESOP and 401(k) Plan

Participants in the Huntingdon Valley Bank Employee Stock Ownership Plan (the “ESOP”) will each receive a Vote Instruction Form that reflects all of the shares that the participant may direct the trustee to vote on his or her behalf under the plan. Under the terms of the ESOP, the ESOP trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustee how to vote the shares of HV Bancorp, Inc. common stock allocated to his or her account. The ESOP trustee will vote all unallocated shares of HV Bancorp, Inc. common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. In addition, participants in the Huntingdon Valley Bank Employees Savings Plan (“401(k) Plan”) with an interest in the HV Bancorp, Inc. Stock Fund (“Stock Fund”) will receive a Vote Instruction Form that allows them to direct the 401(k) Plan trustee to vote their interest in the Stock Fund. If a participant does not direct the 401(k) Plan trustee as to how to vote his or her interest in the Stock Fund, the trustee will vote such interest in the same proportion as it has received voting instructions from other 401(k) Plan participants. The deadline for returning your ESOP Vote Instruction Form and/or 401(k) Vote Instruction Form is May 16, 2021, at 11:59 p.m., local time.

PROPOSAL I—ELECTION OF DIRECTORS

Our Board of Directors is comprised of seven members. Our Bylaws provide that directors are divided into three classes, with one class of directors elected annually. Our directors are generally elected to serve for a three-year period and until their respective successors shall have been elected and shall qualify. Three directors will be elected at the Annual Meeting to serve for a three-year period and until their respective successors shall have been elected and shall qualify. The Nominating and Corporate Governance Committee of the Board of Directors has nominated the following persons to serve as directors for three-year terms: Carl Hj. Asplundh III, Robert J. Marino and Michael L. Hammer. The three nominees are currently directors of HV Bancorp, Inc. and Huntingdon Valley Bank. The Board of Directors recommends a vote “FOR” the election of the nominees.

The table below sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the Annual Meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected.

Name	Position(s) Held With HV Bancorp, Inc.	Age(1)	Director Since (2)	Current Term Expires

NOMINEES
Carl Hj. Asplundh III	Director	57	2018	2021
Robert J. Marino	Director	56	2018	2021
Michael L. Hammer	Director	44	2020	2021

CONTINUING BOARD MEMBERS

Joseph F. Kelly	Director	60	2012	2022
John D. Behm	Director	54	2016	2022
Scott W. Froggatt	Director	61	1999	2023
Travis J. Thompson	President, CEO and Chairman of the Board	48	2007	2023

EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Joseph C. O’Neill, Jr.	Executive Vice President and Chief Financial Officer	62	N/A	N/A
J. Chris Jacobsen	Executive Vice President and Chief Operating Officer	53	N/A	N/A
Charles S. Hutt	Executive Vice President and Chief Operating Officer- Mortgage Division	62	N/A	N/A
Hugh W. Connelly	Executive Vice President and Chief Lending Officer- Business Banking	55	N/A	N/A
Barton Skurbe	Executive Vice President and Director of Sales- Mortgage Division	50	N/A	N/A
Derek P.B. Warden	Executive Vice President and Chief Credit Officer- Business Banking	59	N/A	N/A

(1)	As of December 31, 2020.

(2)	Includes service with Huntingdon Valley Bank and HV Bancorp, Inc.

The biographies of each of the nominees, continuing board members and executive officers are set forth below. With respect to directors and nominees, the biographies also contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee to determine that the person should serve as a director. Each director of HV Bancorp, Inc. is also a director of Huntingdon Valley Bank, and if elected each nominee will be appointed as a director of Huntingdon Valley Bank.

Nominees and Continuing Directors

Carl Hj. Asplundh III is currently the majority owner, president and CEO of Argo American, LLC, which is an international exporter of heavy vehicles and equipment to and throughout the Caribbean, a position he has held since 2016. Previously, Mr. Asplundh was a regional sales manager at Altec Industries, Inc., serving from 2001 to 2016. From 1987 through 2001, Mr. Asplundh worked at Asplundh Tree Expert Company where he held various jobs in the operations of the company prior to attaining the title of Vice President for the tree company. Mr. Asplundh’s extensive business knowledge and contacts in the local community are among his qualifications to serve as a director.

Robert J. Marino is currently Division President at Spring Garden Lending LLC, a private lender that specializes in bridge and permanent loans to acquire, rehab, construct and refinance real estate investment properties for rent or sale in Philadelphia, Baltimore and their surrounding suburbs, a position he has held since January 2018. Mr. Marino co-founded and was a founding Board Member of Spring Garden Lending LLC in September 2016. Previously, Mr. Marino was President and CEO of Broad Street Consulting Advisors which he founded in January 2016. Broad Street Consulting Advisors focuses on sales and sales force development, and marketing services to banks and other financial institutions. Before founding Broad Street Consultants, Mr. Marino was President of

Valley Green Bank’s Delaware Valley Region, and a member of its Board of Directors from 2010 through 2015. Prior to joining Valley Green Bank, Mr. Marino was President of National Penn Bank’s Southern Region, which operated in Philadelphia, Montgomery, Delaware and Chester Counties. Mr. Marino joined National Penn Bank in 1995 as Director of Cash Management and Government Banking Groups and Director of Corporate Market Management. Mr. Marino’s extensive banking background, business knowledge and contacts in the local community are among his qualifications to serve as a director.

Michael L. Hammer is currently the Portfolio Manager and Chief Compliance Officer of Veteri Place Corporation, since February 2008 and March 2014 respectively. In addition, Mr. Hammer has been a Portfolio Manager with Seidman and Associates, LLC, which is a hedge fund operated by Veteri Place Corporation, since February 2008. Mr. Hammer served on the Board of Directors of SBT Bancorp, Inc. and its banking subsidiary, Simsbury Bank, from January 2018 to October 2019. Previously, he was a member of the Advisory Board of Union Center National Bank, from 2009 to 2014. In addition to his positions of Portfolio Manager and Chief Compliance Officer of Veteri Place Corporation, since December 2018, Mr. Hammer has been an independent registered representative of Western International Securities, Inc., a national financial advisory firm serving institutional and individual clients. Mr. Hammer’s banking and financial experience are among his qualifications to serve as a director.

Joseph F. Kelly is currently President/Owner of J.M.J.M. Inc., a construction company, a position he has held since 1991. In addition, Mr. Kelly owns and manages several residential and commercial properties. Mr. Kelly has served on many homeowners and condominium association boards. He has worked in various capacities, including property management. He is also a licensed real estate builder owner salesperson. Mr. Kelly’s business experience, including experience with his construction company and as the owner/manager of residential and commercial properties, are among his qualifications to serve as a director.

John D. Behm is a Managing Principal of Cresa Global Inc., the world’s largest occupier-focused commercial real estate firm. Mr. Behm began working at Cresa in 1996 as co-founder and co-Managing Principal of its Philadelphia and Princeton offices. Mr. Behm has worked on a variety of commercial real estate matters at Cresa, including process management, real estate administration, planning, managing and negotiating leases, building sales/purchases, build-to-suit projects, land sales/purchases, and renewals and dispositions for end users of space on a local, national and international basis. Mr. Behm’s business experience and contacts in the local community are among his qualifications as a director.

Scott W. Froggatt is currently a Senior Vice President at Land Services USA, Inc., a large title insurance agency located in Philadelphia, a position he has held since May 2015. Previously, Mr. Froggatt was an Executive Vice President at Robert Chalphin Associates Inc., a title insurance agency and had worked for Robert Chalphin Associates since 1981. He has chaired and served on many committees for Pennsylvania Land Title Association, and has earned the designation of Associate Land Title Professional. Mr. Froggatt’s business and financial experience and contacts in the local community are among his qualifications to serve as a director.

Travis J. Thompson was appointed President and Chief Executive Officer of Huntingdon Valley Bank in January 2013 and Chairman of the Board in July 2016. He has been Chairman of the Board of HV Bancorp, Inc. from its inception. From 2006 through 2012, Mr. Thompson was an executive officer of Suburban Marble & Granite Inc., first as its Chief Operating Officer and later as its President. From 1998 to 2006, Mr. Thompson was an associate, shareholder and managing shareholder at the law firm of Liederbach, Hahn, Foy, VanBlunk & Thompson PC, which merged into the law firm of Stark & Stark. Mr. Thompson was solicitor to Huntingdon Valley Bank for most of this period and represented several other local community banks in the late 1990s and early 2000s. Mr. Thompson’s business and legal experience, as well as his long relationship with Huntingdon Valley Bank, are among his qualifications to serve as a director.

Executive Officers Who Are Not Directors

Joseph C. O’Neill, Jr. was appointed Executive Vice President and Chief Financial Officer on July 1, 2016. He was previously Senior Vice President and Chief Financial Officer of Huntingdon Valley Bank beginning in January 2010, and assumed the additional duties of Chief Operating Officer from January 2013 until June 2016. In his current position, Mr. O’Neill is responsible for Huntingdon Valley Bank’s finance, accounting and

compliance, including policies and procedures, as well as coordination and maintenance of accounting and management reporting systems. Mr. O’Neill is also responsible for regulatory reporting, tax and cost accounting and Huntingdon Valley Bank’s investment portfolio. From 1999 to 2009, Mr. O’Neill held various positions with General Motors and General Motors Acceptance Corporation, including chief financial officer for General Motors’ wholly owned thrift subsidiary, vice president for financial reporting for GMAC Commercial Mortgage and divisional controller for GMAC Residential Mortgage.

Charles S. Hutt has been employed by Huntingdon Valley Bank since 2007. He was appointed Executive Vice President and Chief Credit Officer on July 1, 2016. Previously, he was Senior Vice President and Chief Credit Officer beginning in January 2013. Between 2007 and 2013, Mr. Hutt was Senior Vice President of Residential Lending at Huntingdon Valley Bank. Mr. Hutt is responsible for Huntingdon Valley Bank’s lending portfolio, as well as for retail loan originations and sales operations.

J. Chris Jacobsen was appointed Executive Vice President and Chief Operating Officer in June 2016. In his current position, Mr. Jacobsen is responsible for the retail branch network, information technology, deposit operations, marketing and human resources. Mr. Jacobsen has more than 25 years of banking experience, including serving as Senior Vice President/Retail Banking at Roxborough-Manayunk Bank from 2000 to 2003 when it was acquired by Citizens Bank. Following the acquisition, Mr. Jacobsen was appointed Senior Vice President/Business Strategy at Citizens Bank where he worked on mergers and acquisitions. In 2005, Mr. Jacobsen joined St. Edmond’s Federal Savings Bank and was appointed Executive Vice President and Chief Operating Officer, a position he held until 2012 when the bank was acquired by Beneficial Bank where Mr. Jacobsen subsequently served as Market Director prior to joining Huntingdon Valley Bank.

Hugh W. Connelly was appointed Executive Vice President, Business Banking of Huntingdon Valley Bank in February 2019. In his current position, Mr. Connelly and his team focus on business banking services for small to mid-sized businesses and entrepreneurs throughout the Greater Philadelphia area. Prior to joining Huntingdon Valley Bank, Mr. Connelly led Business Banking, Cash Management and SBA Lending as Market President for Univest Bank and Trust Co. Mr. Connelly was also the President of Univest Capital, Inc. a nationwide equipment finance company. In 2015, Mr. Connelly led the development of a small business banking subscription product, which was recognized by Bank Director Magazine as one of the year’s top 5 Fin Tech innovations. Mr. Connelly has earned the professional certifications of the Chartered Financial Analyst (CFA) and Certified Treasury Professional (CTP) as well as the Microfinance Certification jointly issued by the London based Microfinance Association and The University of Rome.

Barton Skurbe was appointed Executive Vice President and Director of Sales- Mortgage Division in December 2019. Previously, Mr. Skurbe was Regional Sales Director- Mortgage Division beginning in December 2018. Mr. Skurbe joined Huntingdon Valley Bank in December 2018 from Univest Bank where he served as Executive Vice President & Director of Sales for over seven years. Mr. Skurbe has more than 25 years of experience in leading successful mortgage sales teams.

Derek P.B. Warden was appointed Executive Vice President and Chief Credit Officer in December 2019. Mr. Warden joined Huntingdon Valley Bank in December 2019 from Penn Community Bank where he had served as Executive Vice President and Chief Lending Officer for over nine years. Mr. Warden has more than 35 years in banking and possesses an extensive professional background in commercial lending, credit administration, with previous experience serving as both Credit Officer and Chief Lending Officer.

Board Independence

The board of directors has determined that each of our directors, with the exception of Chairman, President and Chief Executive Officer Travis J. Thompson, is “independent” as defined in the listing standards of the Nasdaq Stock Market. Mr. Thompson is not independent because he is an executive officer of HV Bancorp, Inc. In determining the independence of the other directors, the board of directors considered loans made to Director Asplundh and/or his related parties and loans made to Director Marino and/or his related parties.

Board Leadership Structure and Risk Oversight

The Board of Directors currently combines the position of Chairman of the Board with the position of Chief Executive Officer, coupled with a lead independent director position to further strengthen the Company’s corporate governance structure. Scott W. Froggatt served as our lead independent director until January 2021. In January 2021, Robert J. Marino was appointed to serve as lead independent director by the Board of Directors. The Board of Directors believes this provides an efficient and effective leadership model for HV Bancorp, Inc. Combining the Chairman of the Board and Chief Executive Officer positions fosters clear accountability, effective decision-making, and alignment on corporate strategy. The Board of Directors believes its administration of its risk oversight function is enhanced by the Board’s leadership structure. To assure effective independent oversight, the Board has adopted a number of governance practices, including holding executive sessions of the independent directors after Board meetings, as needed, and the Compensation Committee conducts performance evaluations of the Chairman of the Board and Chief Executive Officer.

The Board of Directors is actively involved in oversight of risks that could affect HV Bancorp, Inc. This oversight is conducted in part through committees of the Board of Directors, but the full Board of Directors has retained responsibility for general oversight of risks. The Board of Directors satisfies this responsibility through full reports by each committee regarding its considerations and actions, regular reports directly from officers responsible for oversight of particular risks within HV Bancorp, Inc. as well as through internal and external audits. Risks relating to the direct operations of Huntingdon Valley Bank are further overseen by the Board of Directors of Huntingdon Valley Bank, who are the same individuals who serve on the Board of Directors of HV Bancorp, Inc. The Board of Directors of Huntingdon Valley Bank also has additional committees that conduct risk oversight separate from HV Bancorp, Inc. Further, the Board of Directors oversees risks through the establishment of policies and procedures that are designed to guide daily operations in a manner consistent with applicable laws, regulations and risks acceptable to the organization.

References to our Website Address

References to our website address throughout this proxy statement and the accompanying materials are for informational purposes only, or to fulfill specific disclosure requirements of the Securities and Exchange Commission’s rules. These references are not intended to, and do not, incorporate the contents of our website by reference into this proxy statement or the accompanying materials.

Delinquent Section 16(a) Reports

Our executive officers and directors and beneficial owners of greater than 10% of the outstanding shares of common stock are required to file reports with the Securities and Exchange Commission disclosing beneficial ownership and changes in beneficial ownership of our common stock. Securities and Exchange Commission rules require disclosure if an executive officer, director or 10% beneficial owner fails to file these reports on a timely basis.

The Company during the year ended December 31, 2020 believes all filing requirements under Section 16(a) applicable to its directors and executive officers were met in a timely manner, with the exception of three unintentional late filings Form 4 for Travis J. Thompson for three transactions covering his change in ownership. No other executive officer, director or 10% beneficial owner of our shares of common stock failed to file ownership reports during the year ended December 31, 2020 on a timely basis.

Code of Ethics

HV Bancorp, Inc. has adopted a Code of Ethics that is applicable to its senior financial officers, including the principal executive officer, principal financial officer, principal accounting officer and all officers performing similar functions. We have posted this Code of Ethics on the Investor Relations link on our Internet website at www.myhvb.com. Amendments to and waivers from the Code of Ethics will also be disclosed on HV Bancorp, Inc.’s website.

Attendance at Annual Meetings of Stockholders

HV Bancorp, Inc. does not have a written policy regarding director attendance at annual meetings of stockholders, although directors are expected to attend these meetings absent unavoidable scheduling conflicts. All of the then current directors virtually attended our 2020 Annual Meeting of Stockholders.

Communications with the Board of Directors

Any stockholder who wishes to contact our Board of Directors or an individual director may do so by writing to: HV Bancorp, Inc., 2005 South Easton Road, Suite 304, Doylestown, Pennsylvania 18901, Attention: Secretary. The letter should indicate that the sender is a stockholder and if shares are not held of record, should include appropriate evidence of stock ownership. Communications are reviewed by the Secretary and are then distributed to the Board of Directors or the individual director, as appropriate, depending on the facts and circumstances outlined in the communications received. The Secretary may attempt to handle an inquiry directly or forward a communication for response by the director or directors to whom it is addressed. The Secretary has the authority not to forward a communication if it is primarily commercial in nature, relates to an improper or irrelevant topic, or is unduly hostile, threatening, illegal or otherwise inappropriate.

Meetings and Committees of the Board of Directors

The business of HV Bancorp, Inc. is conducted at regular and special meetings of the Board of Directors and its committees. In addition, the “independent” members of the Board of Directors (as defined in the listing standards of the Nasdaq Stock Market) meet in executive sessions. The standing committees of the Board of Directors of HV Bancorp, Inc. are the Audit, Compensation, and Nominating and Corporate Governance Committees.

The Board of Directors of HV Bancorp, Inc. had 15 meetings during the year ended December 31, 2020. No member Board of Directors of HV Bancorp, Inc. or any committee thereof attended fewer than 75% of the aggregate of: (i) the total number of meetings of the Board of Directors (held during the period for which he has been a director); and (ii) the total number of meetings held by all committees on which he served (during the periods that he served).

Audit Committee. The Audit Committee is comprised of Directors Behm (Chair), Kelly and Hammer, each of whom is “independent” in accordance with applicable SEC rules and Nasdaq listing standards. The Audit Committee also serves as the audit committee of the board of directors of Huntingdon Valley Bank. The Board of Directors has determined that John D. Behm qualifies as an “audit committee financial expert” as defined under applicable SEC rules. In addition, each Audit Committee member has the ability to analyze and evaluate our financial statements as well as an understanding of the Audit Committee’s functions.

Our Board of Directors has adopted a written charter for the Audit Committee, which is available on our Investor Relations link on our Internet website at www.myhvb.com. As more fully described in the Audit Committee Charter, the Audit Committee reviews the financial records and affairs of HV Bancorp, Inc. and monitors adherence in accounting and financial reporting to accounting principles generally accepted in the United States of America. The Audit Committee of HV Bancorp, Inc. met five times during the year ended December 31, 2020.

Audit Committee Report

The Audit Committee has issued a report that states as follows:

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We have reviewed and discussed with management our audited consolidated financial statements for the year ended December 31, 2020;

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We have discussed with the independent registered public accounting firm the matters required to be discussed by Statement on Auditing Standards No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board; and

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We received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the audit committee concerning independence, and have discussed with the independent registered public accounting firm their independence from us.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for the year ended December 31, 2020 be included in our Annual Report on Form 10-K for filing with the Securities and Exchange Commission.

This report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that HV Bancorp, Inc. specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

This report has been provided by the Audit Committee:

John D. Behm (Chair)

Joseph F. Kelly

Michael L. Hammer

Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is comprised of Directors Behm (Chair), Froggatt, Kelly and Marino, each of whom is independent in accordance with Nasdaq listing standards. The Nominating and Corporate Governance Committee also serves as the nominating committee of the board of directors of Huntingdon Valley Bank. The Nominating and Corporate Governance Committee operates under a written charter which is available on the Investor Relations link on our Internet website at www.myhvb.com. The Nominating and Corporate Governance Committee of HV Bancorp, Inc. met twice during the year ended December 31, 2020.

The Nominating and Corporate Governance Committee does not have a formal policy or specific guidelines regarding diversity among board members. However, the Nominating and Corporate Governance Committee seeks members who represent a mix of backgrounds that will reflect the diversity of our stockholders, employees, and customers, and experiences that will enhance the quality of the Board of Directors’ deliberations and decisions. As the holding company for a community bank, the Nominating and Corporate Governance Committee also seeks directors who can continue to strengthen Huntingdon Valley Bank’s position in its community and can assist Huntingdon Valley Bank with business development through business and other community contacts. The Nominating and Corporate Governance Committee considers the following criteria in evaluating and selecting candidates for nomination:

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eligibility criteria in HV Bancorp, Inc.’s bylaws;

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the extent to which the candidate would contribute to the range of talent, skill and expertise appropriate for the Board of Directors;

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the candidate’s relevant financial, regulatory and business experience and skills, including knowledge of the banking and financial services industries, familiarity with the operations of public companies and the ability to read and understand financial statements;

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the candidate’s familiarity with the HV Bancorp, Inc.’s market areas, participation in local business, civic, or charitable organizations, and ties to local businesses;

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the candidate’s personal and professional integrity, honesty and reputation;

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the candidate’s ability to represent the best interests of HV Bancorp, Inc. and its stockholders, including potential for conflicts of interest with the candidate’s other endeavors;

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the candidate’s ability to devote sufficient time and energy to perform his or her duties, including the ability to attend meetings;

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whether or not the candidate would be independent under applicable SEC rules and Nasdaq listing standards for purposes of service on the Board of Directors or on any particular committee; and

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any other factors that the Nominating and Corporate Governance Committee deems relevant to a candidate’s nomination, including the extent to which the candidate helps the Board of Directors reflect the diversity of HV Bancorp, Inc.’s stockholders, employees, customers and communities, the current composition and size of the Board of Directors, the balance of management and independent directors.

The Nominating and Corporate Governance Committee identifies nominees by first evaluating the current members of the Board of Directors willing to continue in service, including the current members’ board and committee attendance and performance, length of board service, experience and contributions, and independence. Current members of the Board of Directors with skills and experience that are relevant to HV Bancorp, Inc.’s business and who are willing to continue in service are considered for re-nomination, balancing the value of continuity of service by existing members of the board with that of obtaining a new perspective. If there is a vacancy on the Board of Directors because any member of the Board of Directors does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to re-nominate a member for re-election, the Nominating and Corporate Governance Committee would determine the desired skills and experience of a new nominee (including a review of the skills set forth above), may solicit suggestions for director candidates from all board members and may engage in other search activities.

During the year ended December 31, 2020, we did not pay a fee to any third party to identify or evaluate or assist in identifying or evaluating potential nominees for director.

The Nominating and Corporate Governance Committee may consider qualified candidates for director suggested by our stockholders. Stockholders can suggest qualified candidates for director by writing to our Secretary at 2005 South Easton Road, Suite 304, Doylestown, Pennsylvania 18901. In order for the Nominating and Corporate Governance Committee to consider a candidate suggested by a stockholder, the Secretary must receive a submission not less than 120 days prior to the anniversary date of the proxy statement relating to the prior year’s annual meeting of stockholders. The submission must include the following:

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the name, address and contact information of the candidate, and the number of shares of HV Bancorp, Inc.’s common stock that are owned by the candidate (and appropriate evidence if the candidate is not a holder of record);

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a statement of the candidate’s business and educational experience;

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an affidavit that such person would not be disqualified under the provisions of Section 3.13 of HV Bancorp, Inc.’s Bylaws;

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such other information regarding the candidate as would be required to be included in HV Bancorp, Inc.’s proxy statement pursuant to Securities and Exchange Commission Regulation 14A;

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the candidate’s written consent to serve as a director;

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a statement that the writer is a stockholder and is proposing a candidate for consideration by the Nominating and Corporate Governance Committee;

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a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the nominee named in the stockholder’s notice;

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the name and address of the stockholder, and the number of shares of HV Bancorp, Inc.’s common stock that are owned by such stockholder (and appropriate evidence if the stockholder is not a holder of record); and

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detailed information about any relationship or understanding between the proposing stockholder and the candidate.

Submissions that are received and that satisfy the above requirements are forwarded to the Nominating and Corporate Governance Committee for further review and consideration, using the same criteria to evaluate the candidate as it uses for evaluating other candidates that it considers.

Compensation Committee. The Compensation Committee is comprised of Directors Marino (Chair), Behm, Froggatt and Kelly, each of whom is independent in accordance with applicable Nasdaq listing standards. No member of the Compensation Committee is a current or former officer or employee of HV Bancorp, Inc. or Huntingdon Valley Bank. The Compensation Committee also serves as the compensation committee of the board of directors of Huntingdon Valley Bank. The Compensation Committee of HV Bancorp, Inc. met one time during the year ended December 31, 2020.

The Compensation Committee is responsible for establishing the compensation philosophy, developing compensation guidelines, establishing (or recommending to the entire Board of Directors) the compensation of the Chief Executive Officer and the other senior executive officers. No executive officer who is also a director participates with respect to decisions on his compensation. The Compensation Committee administers the HV Bancorp, Inc. 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”) which was approved at the Special Meeting of Stockholders on June 13, 2018. The Compensation Committee may retain, at its discretion, compensation consultants to assist it in making compensation related decisions. The Compensation Committee engaged Mosteller & Associates, a human resources professional services firm, during the year ended December 31, 2020 to assist with the evaluation of new equity incentive plan. The Compensation Committee considered the independence of Mosteller & Associates in light of SEC rules and Nasdaq corporate governance listing standards and concluded that the work performed by Mosteller & Associates and its consultants involved in the engagement did not raise any conflicts of interest and concluded that they were independent consultants to the Compensation Committee.

The Compensation Committee operates under a written charter which is available on the Investor Relations link on our Internet website at www.myhvb.com. This charter sets forth the responsibilities of the Compensation Committee and reflects the Compensation Committee’s commitment to create a compensation structure that not only compensates senior management but also aligns the interests of senior management with those of our stockholders.

Our goal is to determine appropriate compensation levels that will enable us to meet the following objectives:

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to attract, retain and motivate an experienced, competent executive management team;

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to reward the executive management team for the enhancement of stockholder value based on our annual performance and the market price of our stock;

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to provide compensation rewards that are adequately balanced between short-term and long-term performance goals; and

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to maintain compensation levels that are competitive with other financial institutions, particularly those comparable in asset size and market area.

The Compensation Committee considers a number of factors in their decisions regarding executive compensation, including, but not limited to, the level of responsibility and performance of the individual executive officers and the overall performance of HV Bancorp, Inc. The Compensation Committee also considers the recommendations of the Chief Executive Officer with respect to the compensation of executive officers and on

matters of compensation philosophy, plan design and general guidelines for employee compensation. However, the Chief Executive Officer does not vote on and is not present for any discussion of his own compensation.

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. 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 year ended December 31, 2020. As a result of our change in fiscal year from June 30 to December 31, this table includes compensation information for the transition period from July 1, 2019 to December 31, 2019, as well as fiscal year ended June 30, 2019. Each individual listed in the table below is referred to as a named executive officer.

	Summary Compensation Table
Name and principal position	Period	Salary ($) (1)		Bonus ($) (2)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Compensation ($)(3)		All Other Compensation ($) (4)		Total ($)
Travis J. Thompson	Year Ended December 31, 2020		200,000		570,000		-		-		-		24,036		794,036
President and Chief Executive Officer	Six Month Ended December 31, 2019		100,000		50,000		-		-		-		5,048		155,048
	Year ended June 30, 2019		200,000		60,000		-		-		-		19,626		279,626

Charles S. Hutt	Year Ended December 31, 2020		188,558		-		-		-		228,541		10,157		427,256
Executive Vice President and Chief Operating Officer- Mortgage Division	Six Months Ended December 31, 2019		92,500		-		-		-		-		600		93,100
	Year ended June 30, 2019		185,000		-		-		-		115,327		7,450		307,777

Barton Skurbe, Executive Vice President and Director of Sales	Year Ended December 31, 2020		811,283		-		-		-		-		10,157		821,440

________________

(1) Includes $626,283 in commissions earned on Mr. Skurbe’s production and overrides on his team’s production.

(2) See “—Bonuses,” below, for a description of the amounts in this column.

(3)	See “Bonuses—Non-Equity Incentive Compensation,” below, for a description of the amount in this column.

(4)

The compensation represented by the amount for 2020 and 2019 set forth in the All Other Compensation column for the Name Executive Officers is detailed in the following table. ESOP Allocations for the year ended December 31, 2020 were 293 shares for Mr. Thompson, 293 shares for Mr. Hutt and 293 for Mr. Skurbe valued with the ESOP value based on HV Bancorp, Inc.’s closing stock price as of December 31, 2020 of $17.17 per share. ESOP Allocations for the year ended June 30, 2019 were 467 shares for Mr. Thompson and 494 shares for Mr. Hutt. The ESOP value in the table below is based on HV Bancorp, Inc.’s closing stock price as of June 30, 2019 of $15.08 per share.

Other Compensation
	Period	ESOP Contributions		401(K) Matching Contribution (1)		Country Club Allowance		Insurance Premiums		Cell Phone Allowance		Total All Other Compensation
Travis J. Thompson	Year Ended December 31, 2020	$	5,030	$	3,687	$	8,879	$	5,000	$	1,440	$	24,036
	Six months ended December 31, 2019		-		-		4,448		-		600		5,048
	Year Ended June 30, 2019		7,042		-		7,467		5,117		-		19,626

Charles S. Hutt	Year Ended December 31, 2020		5,030		3,687		-		-		1,440		10,157
	Six months ended December 31, 2019		-		-		-		-		600		600
	Year Ended June 30, 2019		7,450		-		-		-		-		7,450

Barton Skurbe	Year Ended December 31, 2020		5,030		3,687		-		-		1,440		10,157

(1) The contributions were made in 2021 for the 2020 fiscal year. No contributions were made for 2019.

Outstanding Equity Awards at Year End. The following table sets forth information with respect to outstanding equity awards as of December 31, 2020, for the named executive officers. The named executive officers did not exercise any stock options during the year ended December 31, 2020. All equity awards reflected in this table were granted pursuant to the 2018 Equity Incentive Plan, described below.

	Option Awards								Stock Awards
	Number of securities underlying options				Option Exercise Price ($)		Option Expiration Date		Number of shares or units of stock that have not vested (#) (2)		Market value of shares or units of stock that have not vested (#) (3)
Name	Exercisable (1)		Unexercisable (1)
Travis J. Thompson		15,000		35,000		14.80	6/13/2028			14,000		240,380
Barton Skurbe		-		-		-		-		-		-
Charles S. Hutt		7,500		17,500		14.80	6/13/2028			7,000		120,190

_________________________

(1)	Options vest in seven annual installments, with the first installment of 16% and the succeeding six equal annual installments of 14% commencing on June 13, 2018.

(2)	Stock awards vest in seven annual installments, with the first installment of 16% and the succeeding six equal annual installments of 14% commencing on June 13, 2018.

(3)	Based on the $17.17 per share trading price of HV Bancorp, Inc. common stock on December 31, 2020.

Employment Agreements

Huntingdon Valley Bank entered into individual employment agreements with Travis J. Thompson and Charles S. Hutt, 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 and Hutt in the amounts of $200,000 and $185,000, 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 Mr. Hutt, his benefit period is for the lesser of 24 months or the remaining term of his agreement as of his date of termination, provided, however that such periods shall be no less than 12 months. In addition, each executive will be entitled to receive life insurance and non-taxable medical and dental insurance coverage substantially comparable to the coverage maintained by Huntingdon Valley Bank for the aforementioned benefit period or, if earlier, until the date on which the executive becomes a full-time employee of another employer and receives comparable health and welfare benefits. For purposes of the employment agreements, “good reason” is defined as: (1) a material reduction in base salary or benefits (other than reduction by Huntingdon Valley Bank that is part of a good faith, overall reduction of such benefits applicable to all employees); (2) a material reduction in the executive’s duties or responsibilities; (3) a relocation of the executive’s principal place of employment by more than 25 miles from the executive’s principal place of employment as of the initial effective date of the employment agreement; or (4) a material breach of the employment agreement by Huntingdon Valley Bank. In order to be entitled to the severance benefits set forth above, the executive will be required to enter into a release of claims against Huntingdon Valley Bank related to his employment.

If the executive’s qualifying termination event occurs on or after the effective date of a change in control of HV Bancorp, Inc. or Huntingdon Valley Bank, the executive will be entitled to (in lieu of the payments and benefits described in the previous paragraph) a severance payment equal to three times the executive’s highest annual rate of base salary and bonus paid, or earned, during the calendar year of the change in control or either of the two calendar years immediately preceding the change in control. Such payment will be payable in a lump sum within 30 days following the executive’s date of termination. In addition, Huntingdon Valley Bank (or its successor) will continue to provide the executive with life insurance and non-taxable medical and dental insurance coverage substantially comparable to the coverage provided to the executive immediately prior to his date of termination at no cost to the executive. Such continued coverage will cease upon the earlier of: (1) the date which is three years after the executive’s date of termination; or (2) the date on which the executive becomes a full-time employee of another employer and receives comparable health and welfare benefits.

In addition, if the executive dies while employed, the executive’s estate or beneficiary will be paid his base salary for one year following death, and his family will continue to receive non-taxable medical and dental coverage for one year after his death. The executive will not receive any additional compensation or benefits under his employment agreement in the event he becomes disabled.

Upon termination of employment (other than a termination in connection with a change in control), each executive will be required to adhere to one-year non-com/petition and non-solicitation covenants.

Bonuses

Discretionary Bonuses. The Compensation Committee has the authority to award discretionary bonus payments to the named executive officers. While strict numerical formulas are not used to quantify the named executive officers’ bonus payments, both company-wide and individually-based performance objectives are used to determine bonus payments. Company-wide performance objectives focus on earnings, growth, expense control and asset quality, which are customary metrics used by similarly-situated financial institutions in measuring performance. Individually-based performance objectives are determined based on the individual’s responsibilities and contributions to our successful operation. Both the company-wide and individually-based performance objectives are evaluated by the Compensation Committee on an annual basis and also as a trend of performance measured over the prior three years. The Compensation Committee also takes into consideration outside factors that impact our performance, such as national and local economic conditions, the interest rate environment, regulatory mandates and the level of competition in our primary market area.

Based on the foregoing, for the year ended December 31, 2020, Mr. Thompson earned a bonus of $570,000 in recognition of his performance and effort.

Non-Equity Incentive Compensation. In connection with our strategy of selling long-term, conforming fixed rate residential mortgage loans in the secondary market, Huntingdon Valley Bank established a bonus pool based on achieving certain performance criteria, including revenue and operating income margin as well as loan quality and compliance with laws for the calendar year ended December 31, 2020. The bonus pool of $228,541 was paid to Mr. Hutt during the year ended December 31, 2020.

Benefit Plans

401(k) Plan. Huntingdon Valley Bank maintains the Huntingdon Valley Bank 401(k) Profit Sharing Plan and Trust (the “401(k) Plan”). The named executive officers are eligible to participate in the 401(k) Plan just like any other employee. Employees who are 21 or older and have completed two consecutive months of service are eligible to participate in the 401(k) Plan.

Under the 401(k) Plan a participant may elect to defer, on a pre-tax basis, up to 96% of his or her salary in any plan year, subject to limits imposed by the Internal Revenue Code. For 2020, the salary deferral contribution limit is $19,500, provided, however, that a participant over age 50 may contribute an additional $6,500, for a total contribution of $26,000. In addition to salary deferral contributions, Huntingdon Valley Bank may make during the plan year: (1) a discretionary matching contribution to each participant’s account based on a percentage of the participant’s salary deferral contribution; and/or (2) a profit sharing contribution that would be allocated to each participant’s account pro-rata on the basis of each participant’s compensation relative to the aggregate compensation of all participants. For the year ended December 31, 2020, there was no profit sharing contribution to the 401(k) Plan. A participant is always 100% vested in his or her salary deferral contributions. However, a participant will vest in his or her employer contributions at a rate of 20% per year after the completion of two years of credited service, such that the participant will be 100% vested upon completion of six years of credited service. The 401(k) Plan permits a participant to direct the investment of his or her own account into various investment options offered, including HV Bancorp, Inc. common stock through the Stock Fund.

Generally, a participant (or participant’s beneficiary) may receive a distribution from his or her vested account beginning at retirement, age 59¹⁄₂ (while employed with Huntingdon Valley Bank), death, disability or termination of employment, and elect for the distribution to be paid in the form of a lump sum payment or annuity or installment payments.

Employee Stock Ownership Plan. Concurrent with the completion of the mutual-to-stock conversion of Huntingdon Valley Bank and initial public offering of HV Bancorp, Inc. (collectively, the “conversion”), Huntingdon Valley Bank adopted the Huntingdon Valley Bank Employee Stock Ownership Plan (the “ESOP”) for eligible employees. Eligible employees who have attained age 21 and are employed with Huntingdon Valley Bank as of January 11, 2017, began participation in the ESOP on the later of the effective date of the ESOP or upon the first entry date commencing on or after the eligible employee’s completion of 1,000 hours of service during a continuous 12-month period.

On behalf of the ESOP, the ESOP trustee purchased 174,570 shares of HV Bancorp, Inc. common stock issued in the after-market following the completion of the conversion. The ESOP funded its stock purchase with a loan from HV Bancorp, Inc. equal to the aggregate purchase price of the common stock. The loan will be repaid principally through Huntingdon Valley Bank’s contribution to the ESOP and dividends payable on common stock held by the ESOP over the anticipated 20-year term of the loan. The initial interest rate for the ESOP loan was an adjustable rate equal to the prime rate, as published in The Wall Street Journal, on January 11, 2017. Thereafter the interest rate will adjust annually and will be the prime rate on the first business day of the calendar year, retroactive to January 1 of such year.

The trustee will hold the shares purchased by the ESOP in an unallocated suspense account, and shares will be released from the suspense account on a pro-rata basis as the trustee repays the loan. The trustee will allocate the shares released among participants on the basis of each participant’s proportional share of compensation relative to all participants. Each participant will vest in his or her benefit at a rate of 20% per year beginning in the second year, such that the participant will be fully vested upon completion of six years of credited service. However, each

participant who was employed by Huntingdon Valley Bank prior to the offering will receive credit for vesting purposes for years of service prior to the adoption of the ESOP. A participant also will become fully vested automatically in his or her benefit upon normal retirement, death or disability, or termination of the ESOP. Generally, a participant will receive a distribution from the ESOP upon separation from service. The ESOP reallocates any unvested shares forfeited upon termination of employment among the remaining participants.

2018 Equity Incentive Plan. On June 13, 2018, the stockholders of HV Bancorp, Inc. approved the 2018 Equity Incentive Plan which provides for the grant of stock based awards to its employees, directors and executive officers of HV Bancorp, Inc. and Huntingdon Valley Bank. The 2018 Equity Plan authorizes the issuance or delivery of up to 305,497 shares of HV Bancorp, Inc. common stock pursuant to grants of incentive and non-qualified stock options, restricted stock awards, restricted stock units; provided, however, that the maximum number of shares of stock that may be delivered pursuant to the exercise of stock options is 218,212 and the maximum number of shares of restricted stock awards or restricted stock units that may be granted is 87,285 shares.

The 2018 Equity Incentive Plan is administered by the members of HV Bancorp, Inc.’s Compensation Committee of the Board of Directors who are “Disinterested Board Members” as defined in the 2018 Equity Incentive Plan. The Compensation Committee has the authority and discretion to select the persons who will receive the awards; establish the terms and conditions relating to each award; adopt rules and regulations relating to the 2018 Equity Incentive Plan; and interpret the 2018 Equity Incentive Plan. The 2018 Equity Incentive Plan also permits the Compensation Committee to delegate all or any portion of its responsibilities and powers.

Our executive officers and outside directors are eligible to receive awards under the 2018 Equity Incentive Plan. Awards may be granted in a combination of restricted stock awards, restricted stock units, incentive stock options, and non-qualified stock options. The exercise price of stock options granted under the 2018 Equity Incentive Plan may not be less than the fair market value on the date the stock option is granted. Stock options are subject to vesting conditions and restrictions as determined by the Compensation Committee. Stock awards under 2018 Equity Incentive Plan will be granted only in whole shares of common stock. All restricted stock and stock option grants will be subject to conditions established by the Compensation Committee that are set forth in the award agreement.

The stock option and restricted stock awards granted to named executive officers 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. 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 named executive officers, 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.

At December 31, 2020, 497 shares of HV Bancorp, Inc. common stock were available for awards under the 2018 Equity Stock Incentive Plan.

Director Compensation

The following table sets forth for the year ended December 31, 2020, certain information as to the total remuneration we paid to our directors other than Travis J. Thompson.

Name	Fees earned or paid in cash ($)		Stock Awards ($)		Option Awards ($)		All Other Compensation ($)(1)		Total
Carl Hj. Asplundh III		21,850		-		-		-		21,850
Joseph F. Kelly		27,200		-		-		-		27,200
John D. Behm		26,650		-		-		-		26,650
Michael L. Hammer		7,500		-		-		-		7,500
Scott W. Froggatt		25,450		-		-		-		25,450
Robert J. Marino		26,150		-		-		-		26,150

_______________________

(1)	No director received perquisites or personal benefits that, in the aggregate, were greater than or equal to $10,000 in the year ended December 31, 2020.

During the year ended December 31, 2020, each director of Huntingdon Valley Bank was paid an annual retainer fee of $5,000. Additionally, each director was paid $1,500 per meeting attended, a fee for his service on a committee in the amount of $350 for each committee meeting attended and the chairman of such committee was paid $450 for each committee meeting attended. For the year ended December 31, 2020, each person who served as a director of HV Bancorp, Inc. also served as a director of Huntingdon Valley Bank and earned director and committee fees only in his or her capacity as a board or committee member of Huntingdon Valley Bank. Mr. Thompson received no director compensation for his service on the board of directors.

2018 Equity Incentive Plan. Our directors are eligible to participate in the 2018 Equity Incentive Plan. However, no grants were awarded in 2020. The 2018 Equity Incentive Plan is described under “Benefit Plans—2018 Equity Incentive Plan” above.

Transactions with Certain Related Persons

Loans and Extensions of Credit. The Sarbanes-Oxley Act generally prohibits publicly traded companies from making loans to their executive officers and directors, but it contains a specific exemption from such prohibition for loans made by federally insured financial institutions, such as Huntingdon Valley Bank, to their executive officers and directors in compliance with federal banking regulations.

The aggregate outstanding amount of our loans to our executive officers, directors and their related parties was $2.0 million at December 31, 2020. At December 31, 2020, all of our loans to directors, executive officers and their related parties were made in the ordinary course of business, were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Huntingdon Valley Bank, and did not involve more than the normal risk of collectability or present other unfavorable features. These loans were performing according to their original terms at December 31, 2020, and were made in compliance with federal banking regulations.

Additionally, any transactions that would be required to be reported must be reviewed by our audit committee or another independent body of the board of directors. Any transaction with a director is reviewed by and subject to approval of the members of the board of directors who are not directly involved in the proposed transaction to confirm that the transaction is on terms that are no more favorable than those that would be available to us from an unrelated third party through an arms-length transaction.

PROPOSAL II—RATIFICATION OF APPOINTMENT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Our Audit Committee has approved the engagement of S.R. Snodgrass, P.C. to be our independent registered public accounting firm for the year ending December 31, 2021, subject to the ratification of the engagement by our stockholders. At the Annual Meeting, stockholders will consider and vote on the ratification of the Audit Committee’s engagement of S.R. Snodgrass, P.C. for the year ending December 31, 2021. S.R. Snodgrass, P.C. served as our independent registered public accounting firm for the year ended December 31, 2020, for the transition period from July 1, 2019 to December 31, 2019 and for the year ended June 30, 2019. A representative of S.R. Snodgrass, P.C. is expected to attend the virtual annual meeting to respond to appropriate questions and to make a statement if they so desire.

Even if the engagement of S.R. Snodgrass, P.C. is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of HV Bancorp, Inc. and its stockholders.

Set forth below is certain information concerning aggregate fees billed for professional services rendered for the year ended December 31, 2020, the transition period from July 1, 2019 to December 31, 2019 and for the fiscal year ended June 30, 2019, respectively.

	Year Ended December 31, 2020		July 1, 2019- December 31, 2019		Year Ended June 30, 2019
Audit Fees	$	83,511	$	65,716	$	84,192
Audit-Related Fees	$	-	$	-	$	50,000
Tax Fees	$	16,825	$	8,000	$	11,410
All Other Fees	$	-	$	7,205	$	2,000

Audit Fees. The aggregate fees billed to us for professional services rendered for the audit of our annual consolidated financial statements, review of the consolidated financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided in connection with our engagement. For the year ended December 31, 2020 and for the transition period July 1, 2019 to December 31, 2019, audit fees were $83,511 and $65,716. For the year ended June 30, 2019, audit fees were $84,192 billed by S.R. Snodgrass, P.C.

Audit Related Fees. There were no audit related fees during the year ended December 31, 2020 and the transition period July 1, 2019 to December 31, 2019. During the year ended June 30, 2019, audit-related fees consisting of $50,000 were billed by BDO USA, LLP for services related to issuance of its consent for the inclusion of the report of independent registered public accounting firm in the 10-K for year ended June 30, 2018.

Tax Fees. The aggregate fees billed to us for professional services rendered for tax preparation, tax consultation and tax compliance by S.R. Snodgrass, P.C were $16,825 for the year ended December 31, 2020, $8,000 during the transition period July 1, 2019 to December 31, 2019, and $11,410 during the year ended June 30, 2019.

All Other Fees. There were no other fees billed during the year ended December 31, 2020, $7,205 was billed during the transition period July 1, 2019 to December 31, 2019 and $2,000 billed during the year ended June 30, 2019 by S.R. Snodgrass, respectively. All other fees billed related to services performed for information security attack and penetration testing.

Policy on Audit Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee has considered whether the provision of non-audit services, which relate primarily to tax compliance services and tax advice rendered was compatible with maintaining the independence of S.R.

Snodgrass, P.C. The Audit Committee concluded that performing such services did not affect the independence of S.R. Snodgrass, P.C. in performing its function as our independent registered public accounting firm.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, either by approving an engagement prior to the engagement or pursuant to a pre-approval policy with respect to particular services. These services may include audit services, audit-related services, tax services and other services. The Audit Committee may delegate pre-approval authority to one or more members of the Audit Committee when expedition of services is necessary. The independent registered public accounting firm and management are required to periodically report to the full Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The audit-related fees and all other fees described above were approved as part of our engagement of S.R. Snodgrass, P.C.

The Board of Directors recommends a vote “FOR” the ratification of S.R. Snodgrass, P.C. as independent registered public accounting firm for the year ending December 31, 2021.

PROPOSAL III — APPROVAL OF THE HV BANCORP, INC.

2021 EQUITY INCENTIVE PLAN

The Board of Directors has adopted, subject to stockholder approval, the HV Bancorp, Inc. 2021 Equity Incentive Plan (the “2021 Equity Incentive Plan”). The Board of Directors and the Compensation Committee believe that the adoption of the 2021 Equity Incentive Plan is in the best interests of HV Bancorp, Inc. and its stockholders as such plan will provide Huntingdon Valley Bank with the ability to retain and reward and, to the extent necessary, attract and incentivize its employees, officers and directors to promote growth, improve performance and further align their interests with those of HV Bancorp, Inc.’s stockholders through the ownership of additional common stock of HV Bancorp, Inc.

Why We Are Seeking Approval of the 2021 Equity Incentive Plan

Many companies that we compete with for directors and management-level employees are public companies that offer equity compensation as part of their overall director and officer compensation programs. The 2021 Equity Incentive Plan will give us the flexibility we need to continue to attract and retain highly qualified individuals by offering a competitive compensation program that is linked to the performance of our common stock. In addition, the 2021 Equity Incentive Plan is intended to further align the interests of our directors and management with the interests of our stockholders by potentially increasing the ownership interests of directors and officers in the common stock of HV Bancorp, Inc. The Board and the Compensation Committee has considered current practices of financial institutions in our marketplace related to equity plan design and equity grant practices. The Company has also evaluated its strategic plan and believes that the 2021 Equity Incentive Plan is appropriately designed to allow us to meet our objectives.

We also sponsor the HV Bancorp, Inc. 2018 Equity Incentive Plan (the “2018 Equity Incentive Plan”). As of December 31, 2020 (the latest practicable date before the printing of this proxy statement), 212 shares of Company common stock remained available for grant as stock options and 285 shares of remained available for grant as restricted stock under the 2018 Equity Incentive Plan. As of December 31, 2020, 216,400 stock options were outstanding and 62,860 unvested shares of restricted stock were outstanding. Given the nominal amount of shares that currently remain available for grant under the 2018 Equity Incentive Plan, the Company is seeking stockholder approval for the 2021 Equity Incentive Plan.

Highlights of the 2021 Equity Incentive Plan

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Share Reserve and Terms Generally Consistent with Industry Standards. In determining the size and terms of the 2021 Equity Incentive Plan, the Board and Compensation Committee considered a number of factors, including industry practices. In this regard (and as described below), the

maximum number of shares of Company common stock available for delivery under the 2021 Equity Incentive Plan is 175,000.

•

Minimum Vesting Periods for Awards. Subject to limited exceptions in the event of death, disability or involuntary termination without cause following a change in control, the 2021 Equity Incentive Plan requires that awards may not vest more rapidly than in equal installments over a period of three years, with the initial installment vesting no earlier than the one-year anniversary of the date of grant.

•

Limits on Grants to Directors and Employees. The maximum number of shares of common stock, in the aggregate, that may be delivered to any one non-employee director pursuant to the exercise of stock options and pursuant to restricted stock awards or restricted stock units under the 2021 Equity Incentive Plan is 5% (30% in the aggregate for all non-employee directors) of the shares available for grant or award, respectively. The maximum number of shares of common stock that may be delivered to any one employee pursuant to the exercise of stock options and pursuant to restricted stock awards or restricted stock units is 20% of the shares available for grant or award, respectively, under the 2021 Equity Incentive Plan.

•

Share Counting. The 2021 Equity Incentive Plan provides that, if an award is forfeited or expires, the shares covered by the award will be available for future grant, while shares withheld to cover taxes or used to pay the exercise price of stock options will not be available for future grant.

•

No Repricing. The 2021 Equity Incentive Plan prohibits repricing and exchange of underwater options for cash or shares without stockholder approval.

•

No Single-Trigger Vesting of Time-Based Awards. The 2021 Equity Incentive Plan does not provide for vesting of time-based equity awards based solely on the occurrence of a change in control, without an accompanying involuntary termination of service (including a termination for good reason).

General

The following is a summary of the material features of the 2021 Equity Incentive Plan, which is qualified in its entirety by reference to the provisions of the 2021 Equity Incentive Plan, attached hereto as Appendix A. In the event of conflict between the terms of this disclosure and the terms of the 2021 Equity Incentive Plan, the terms of the 2021 Equity Incentive Plan will control.

Subject to permitted adjustments for certain corporate transactions, the 2021 Equity Incentive Plan authorizes the issuance or delivery to participants of up to 175,000 shares of Company common stock pursuant to grants of incentive and non-qualified stock options, restricted stock awards and restricted stock units.

The 2021 Equity Incentive Plan will be administered by the members of the Compensation Committee who are “Disinterested Board Members,” as defined in the 2021 Equity Incentive Plan. The Compensation Committee has full and exclusive power within the limitations set forth in the 2021 Equity Incentive Plan to make all decisions and determinations regarding: (1) the selection of participants and the granting of awards; (2) establishing the terms and conditions relating to each award; (3) adopting rules, regulations and guidelines for carrying out the 2021 Equity Incentive Plan’s purposes; and (4) interpreting the provisions of the 2021 Equity Incentive Plan and any award agreement. The 2021 Equity Incentive Plan also permits the Compensation Committee to delegate all or part of its responsibilities and powers to any person or persons selected by it.

Except for accelerating the vesting of awards to avoid the minimum requirements specified in the plan or accelerating the vesting requirements applicable to an award as a result of or in connection with a change in control, the Compensation Committee has the authority to reduce, eliminate or accelerate any restrictions or vesting requirements applicable to an award at any time after the grant of the award or to extend the time period to exercise a stock option, provided that such extension is consistent with Section 409A of the Internal Revenue Code.

Eligibility

Each employee or director of HV Bancorp, Inc. or any subsidiary is eligible to receive awards under the 2021 Equity Incentive Plan, except that non-employees may not be granted incentive stock options.

Types of Awards

The Compensation Committee may determine the type and terms and conditions of awards under the 2021 Equity Incentive Plan, which will be set forth in an award agreement delivered to each participant. Awards may be granted as incentive and non-qualified stock options, restricted stock awards, restricted stock units or any combination thereof, as follows.

Stock Options. A stock option gives the recipient or “optionee” the right to purchase shares of common stock at a specified price for a specified period of time. The exercise price may not be less than the fair market value on the date the stock option is granted. Fair market value for purposes of the 2021 Equity Incentive Plan means the closing sales price of HV Bancorp, Inc.’s common stock as reported on any national securities exchange on which the common stock may from time to time be listed or traded on the date the option is granted, or if HV Bancorp, Inc.’s common stock was not traded on such date, then on the day prior to such date or on the next preceding day on which HV Bancorp, Inc.’s common stock was traded, and without regard to after-hours trading activity. The Compensation Committee will determine the fair market value, in accordance with Section 422 of the Internal Revenue Code and applicable requirements of Section 409A of the Internal Revenue Code, if it cannot be determined in the manner described herein. Further, the Compensation Committee may not grant a stock option with a term that is longer than 10 years.

Stock options are either “incentive” stock options or “non-qualified” stock options. Incentive stock options have certain tax advantages and must comply with the requirements of Section 422 of the Internal Revenue Code. Only employees are eligible to receive incentive stock options. Shares of common stock purchased upon the exercise of a stock option must be paid for in full at the time of exercise: (1) either in cash or with stock valued at fair market value as of the day of exercise; (2) by a “cashless exercise” through a third party; (3) by a net settlement of the stock option using a portion of the shares obtained on exercise in payment of the exercise price of the stock option; (4) by personal, certified or cashiers’ check; (5) by other property deemed acceptable by the Compensation Committee; or (6) by a combination of the foregoing. Stock options are subject to vesting conditions and restrictions as determined by the Compensation Committee.

Restricted Stock. A restricted stock award is a grant of common stock, subject to vesting requirements, to a participant for no consideration or minimum consideration as may be required by applicable law. Restricted stock awards under the 2021 Equity Incentive Plan will be granted only in whole shares of common stock and are subject to vesting conditions and other restrictions established by the Compensation Committee as set forth in the 2021 Equity Incentive Plan or the award agreement. Awards will be evidenced by award agreements approved by the Compensation Committee, which set forth the terms and conditions of each award. Prior to their vesting, unless otherwise determined by the Compensation Committee, the recipient of a restricted stock award may exercise any voting rights with respect to common stock subject to an award and receive any dividends and distributions with respect to the common stock.

Restricted Stock Units. Restricted stock units are similar to restricted stock awards in that the value of a restricted stock unit is denominated in shares of stock. However, unlike a restricted stock award, no shares of stock are transferred to the participant until certain requirements or conditions associated with the award are satisfied. The limitation on the number of restricted stock awards available described in the paragraph above is also applicable to restricted stock units.

Limitations on Awards Under the 2021 Equity Incentive Plan

The following limits apply to awards under the 2021 Equity Incentive Plan:

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The maximum number of shares of common stock available for awards under the 2021 Equity Incentive Plan is 175,000 shares, all of which may be issued pursuant to the exercise of stock options, restricted stock awards or restricted stock units.

•

No employee participant may receive more than 20%, or 35,000 shares, of the awards available under the 2021 Equity Incentive Plan, all of which, may be granted during any calendar year.

•

No non-employee participant may receive more than 5%, or 8,750 shares, of the awards available under the 2021 Equity Incentive Plan, all of which, may be granted during any calendar year.

•

The maximum number of shares of common stock that may be awarded to non-employee directors under the plan is 52,500 shares or 30% of the shares available under the 2021 Equity Incentive Plan.

In the event of a corporate transaction involving the stock of HV Bancorp, Inc. (including, without limitation, any stock dividend, stock split or other special and nonrecurring dividend or distribution, recapitalization, reorganization, merger, consolidation, spin-off, combination or exchange of shares), the Compensation Committee will, in an equitable manner, adjust the number and kind of securities deemed to be available for grants of stock options, restricted stock awards or restricted stock units, the number and kind of securities that may be delivered or deliverable with respect to outstanding stock options, restricted stock awards and restricted stock units, and the exercise price of stock options.

In addition, the Compensation Committee is authorized to make adjustments to the terms and conditions of stock options, restricted stock awards and restricted stock units.

Prohibition Against Repricing of Options. The 2021 Equity Incentive Plan provides that neither the Compensation Committee nor the Board is authorized to make any adjustment or amendment that reduces or would have the effect of reducing the exercise price of a stock option that has been previously granted.

Prohibition on Transfer. Generally, all awards, except non-qualified stock options, granted under the 2021 Equity Incentive Plan will be nontransferable except by will or in accordance with the laws of intestate succession. Restricted stock awards may be transferable pursuant to a qualified domestic relations order. At the Compensation Committee’s sole discretion, non-qualified stock options may be transferred for valid estate planning purposes that are permitted by the Internal Revenue Code and federal securities laws. During the life of the participant, awards can be exercised only by the participant. The Compensation Committee may permit a participant to designate a beneficiary to exercise or receive any rights that may exist under the 2021 Equity Incentive Plan upon the participant’s death.

Performance Measures

The performance measures that may be used for such awards will be based on any one or more of the following performance measures, as selected by the Compensation Committee: book value or tangible book value per share; basic earnings per share; basic cash earnings per share; diluted earnings per share; diluted cash earnings per share; return on equity; net income or net income before taxes; cash earnings; net interest income; non-interest income; non-interest expense to average assets ratio; cash general and administrative expense to average assets ratio; efficiency ratio; cash efficiency ratio; return on average assets; cash return on average assets; return on average stockholders’ equity; cash return on average stockholders’ equity; return on average tangible stockholders’ equity; cash return on average tangible stockholders’ equity; core earnings; operating income; operating efficiency ratio; net interest rate margin or net interest rate spread; growth in assets, loans, or deposits; loan production volume; non-performing loans; cash flow; strategic business objectives consisting of one or more objectives based upon meeting specified cost targets, business expansion goals, and goals relating to acquisitions or divestitures, or goals relating to capital raising and capital management; any other measure determined by the Compensation Committee or any combination of the foregoing performance measures.

Performance measures may be based on the performance of HV Bancorp, Inc. as a whole or of any one or more subsidiaries or business units of HV Bancorp, Inc. or a subsidiary, may be measured relative to a peer group, an index or a business plan and may be considered as absolute measures or changes in measures. In establishing the performance measures, the Compensation Committee may provide for the inclusion or exclusion of certain items. The Compensation Committee has determined that the awards described below will only be subject to a time-based vesting condition and no specific performance measures.

Vesting of Awards

The Compensation Committee will specify the vesting schedule or conditions of each award. Unless the Compensation Committee specifies a different vesting schedule at the time of grant, awards under the 2021 Equity Incentive Plan, other than performance awards, must be granted with a vesting rate not exceeding 20% per year. If the vesting of an award under the 2021 Equity Incentive Plan is conditioned on the completion of a specified period of service with HV Bancorp, Inc. or its subsidiaries, without the achievement of performance measures or objectives, then the required period of service for full vesting will be determined by the Compensation Committee and evidenced in an award agreement. Notwithstanding anything to the contrary in the 2021 Equity Incentive Plan, awards under the plan may not vest more rapidly than in equal installments over a period of three years, with the initial installment vesting no earlier than the one-year anniversary of the date of grant, unless accelerated due to death, disability or involuntary termination of employment or service following a change in control. Ve

SEC Form DEF 14A filed by HV Bancorp, Inc.