DEF 14A of MVB Financial Corp, Apr 8, 2024

DEF 14A of MVB Financial Corp

Filed Apr 8, 2024 · FY20230001277902-24-000018

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  1. Directors

    Directors This section describes the experience and qualifications of our Board members and provides details about their compensation.

  2. Director Overview

    Director Overview When analyzing whether directors and nominees have the qualifications, expertise, diversity and attributes to enable the Board to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the N&CG Committee seeks candidates who will add value to our Board by bringing varied skills, experience, and perspective. The Board conducts an annual board assessment including Board member peer feedback. This information is used to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of the Board and MVB’s subsidiary boards or directors. This matrix is based on various focus areas of experience and expertise that are essential for appropriate strategic direction, advisory depth and oversight from all MVB boards of directors. The N&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board has a strong mix of these criteria in areas most critical to MVB's success. As MVB grows and our strategy evolves, so do the skills, qualifications, attributes and experiences necessary for our directors. As such, we believe that periodically refreshing our Board with new perspectives and ideas is critical to representing the interests of our shareholders effectively. At the same time, it is equally important to benefit from the valuable experience and continuity that longer-serving directors bring to the Board. Our directors reflect a range of tenures, a balanced mix of ages, and a well-rounded range of attributes, viewpoints and experiences reflective of our business and needs. Diversity is just one of many factors the N&CG Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints are considered when selecting a director nominee, the N&CG Committee also focuses on a candidate’s skills, expertise and background to ensure their appointment would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology. For reference, the Board believes that candidates for director should have certain minimum qualifications, including: •Directors should be of the highest ethical character. •Directors should have excellent personal and professional reputations. •Directors should be accomplished in their professions or careers. •Directors should be able to read and understand financial statements and either have knowledge of, or the ability and willingness to learn, financial institution law. •Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the chief executive officer and the ability to exercise sound business judgment. •Directors must be willing and able to spend the time to attend meetings of the Board and to serve on Board committees. •The Board will consider whether a nominee is independent, as defined under applicable SEC and Nasdaq standards. In addition, directors should avoid the appearance of any conflict and should be independent of any particular constituency and be able to serve all shareholders of MVB. •Directors must be acceptable to MVB's and MVB Bank's regulatory agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation and the West Virginia Division of Financial Institutions and must not be under any legal restriction which prevents them from serving on the Board or participating in the affairs of a financial institution. •Directors must own or acquire sufficient capital stock to satisfy the requirements of West Virginia law, the Bylaws and the share ownership guidelines as established by MVB. •Directors must be at least 21 years of age. The Board reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial institutions. Our Board recognizes the importance of consistent, deliberate Board refreshment and succession planning to ensure that the directors possess a composite set of skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities. In addition, the N&CG Committee identifies and evaluates nominees as follows: In the case of incumbent directors whose terms are set to expire, the N&CG Committee considers the directors’ overall service to MVB or MVB Bank during their term, including such factors as the number of meetings attended, the level of participation, quality of performance and any transactions between such directors and MVB and MVB Bank. The N&CG Committee also reviews the payment history of loans, if any, made to such directors by MVB Bank to ensure that the directors are not chronically delinquent and in default. The N&CG Committee considers whether any transactions between the directors and MVB Bank have been criticized by any banking regulatory agency or MVB Bank’s external auditors and whether corrective action, if required, has been taken and was sufficient. The N&CG Committee also confirms that such directors remain eligible to serve on the board of directors of a financial institution under federal and state law. The Board will consider director candidates recommended by shareholders for nomination, provided that the recommendations are received at least 90 days prior to the anniversary of the previous year's annual meeting of shareholders. In addition, shareholders must follow the procedures set forth below for submitting nominations for directors. The Board does not intend to alter the manner in which it evaluates candidates, regardless of whether or not the candidate was recommended or nominated by a shareholder. For new director candidates, the N&CG Committee uses its network of contacts to compile a list of potential candidates. The N&CG Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The N&CG Committee then discusses each candidate’s qualifications and chooses a candidate by majority vote.

  3. Director Orientation and Continuing Education

    Director Orientation and Continuing Education We designed our orientation programs to familiarize new directors with our businesses, strategies, and policies and assist new directors in developing Company and industry knowledge to optimize their service on the Board. Regular continuing education programs enhance the skills and knowledge directors use to perform their responsibilities. These programs may include internally developed programs or programs presented by third parties.

  4. Shareholder Nominations of Directors

    Shareholder Nominations of Directors The Bylaws provide that nominations for election to the Board must be made by a shareholder in writing and delivered or mailed to the President of MVB not less than 90 days prior to the anniversary of the previous year's annual meeting of shareholders, provided, however, that if the date of the annual meeting is more than 30 days before or more than 70 days after the anniversary of the previous year's annual meeting, the nominations must be mailed or delivered to the President not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period or extend any time period for the giving of a shareholder’s notice. The notice of nomination must contain the following information, to the extent known: •Name, address and date of birth of the proposed nominee(s); •Principal occupation of the nominee(s); •Total shares to be voted for each nominee; •Name and address of the nominating shareholder; and •Number of shares owned by the nominating shareholder. Nominations not made in accordance with these requirements may be disregarded by the Board and in such case the votes cast for each such nominee will likewise be disregarded. All nominees for election at the Annual Meeting are incumbent directors and are included as nominees in this Proxy Statement upon the recommendation of the N&CG Committee. No shareholder recommendations or nominations have been made for the election of directors at the 2024 Annual Meeting. Nominations for election to the Board for the 2025 Annual Meeting of Shareholders must be made by a shareholder in writing and delivered or mailed to the President of MVB on or before Thursday, February 20, 2025.

  5. Nominees for Election

    Nominees for Election For this year’s election, the Board has nominated three director candidates.

  6. Nominees for Election

    | Name | Age | Year First Elected | Position | | John W. Ebert | 64 | 2005 | Director | | Kelly R. Nelson, MD | 64 | 2004 | Director | | Jan. L. Owen | 72 | 2022 | Director |

  7. Nominees for Election

    The following biographical information about each director nominee highlights the particular experience, qualifications, attributes, and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of March 27, 2024:

  8. Nominees for Election

    | | John W. Ebert MVB Director Nominee (3-year term) | | | John W. Ebert, 64, is President of J.W. Ebert Corporation, which owns 40 McDonald’s franchises in West Virginia, Pennsylvania and Maryland. Mr. Ebert has more than 30 years of retail experience. Mr. Ebert is currently the Vice Chair of the McDonald’s Columbus Field Office operator organization representing over 1,200 restaurants. He is the former Chairman of McDonald’s East Division Profit Team representing 5,000 restaurants. He is the former President of the Pittsburgh Region’s McDonald’s Owner/Operator Association. Mr. Ebert is a 1982 graduate of the University of Notre Dame with a Bachelor of Science degree in Accounting. He also attended entrepreneurial classes at MIT. He began his career as a Certified Public | | Accountant with Arthur Young & Co in Dallas, Texas. Mr. Ebert also serves on the GameChanger Board of Directors. GameChanger is a student-powered substance misuse prevention organization. Mr. Ebert is currently Chair of MVB's N&CG Committee and serves on the Audit, Finance and Compensation committees. He also serves as a member of the board of directors of MVB Bank, Inc. Mr. Ebert is being nominated as a director due to his knowledge of the North Central West Virginia market, his educational background and his business proficiencies, which include the areas of budget, risk assessment, and human resources. | |

  9. Nominees for Election

    | | Kelly R. Nelson, MD MVB Director Nominee (3-year term) | | | Dr. Kelly R. Nelson, 64, is a Physician in Bridgeport, West Virginia, and is affiliated with numerous hospitals in the region, including United Hospital Center and West Virginia University Medicine. He was formerly Senior Vice President of MedExpress Urgent Care, and for the prior 27 years, the Medical Director for Medbrook Medical Associates. He is extremely active in community organizations and is currently President and Board member of the Medbrook Children’s Charity. He is a graduate of Auburn University with a Bachelor of Science degree in Biology and the University of Alabama, School of Medicine, specializing in Family Medicine. | | Dr. Nelson is currently Chair of MVB’s Risk and Compliance Committee and serves on the N&CG Committee. He also serves as a member of the board of directors of MVB Bank, Inc. Dr. Nelson is being nominated as a director for his understanding of the medical community in North Central West Virginia, his educational and business insight, and his community activities throughout the region. | |

  10. Nominees for Election

    | | Jan L. Owen MVB Director Nominee (3-year term) | | | Jan L. Owen, 72, is a graduate of California State University, Fresno, where she earned her Bachelor of Arts degree in Economics. Ms. Owen retired in 2023 as a senior advisor in the Financial Services Group at Manatt, Phelps & Phillips, LLP, based in the Sacramento, California, office. Her practice included a wide range of oversight work, including accountancy, assets recovery, auditing, banking, benefits administration, corporate governance counseling, strategic planning, public policy review and analysis, regulatory representation, budget preparation and financial reporting. Her clients included major banks and consumer financial institutions, Fintech startups, blockchain and cryptocurrency companies, cannabis owners and operators and technology companies. | | From 2013 to 2019, Ms. Owen served as the Commissioner of California’s Department of Business Oversight, which is now known as the Department of Financial Protection and Innovation, the state of California’s financial regulator. Prior to that, from 2011 to 2013, she served as Commissioner of the California Department of Corporations. Before serving in these significant public roles, Ms. Owen worked at a leading investment banking firm, one of the world’s leading consumer products companies and at her own consulting firm. She is a frequent speaker and author on topics relating to regulatory and consumer protection developments for California and other states nationwide. Ms. Owen served as a member of the Board of Directors for the Bank of Southern California from 2020 to 2022. Since 2020, she has been a member of Kraken Bank’s Board of Directors and, since 2019, she has served on the Advisory Boards of Radicle Impact and Jiko. Ms. Owen serves as a member of both the Risk & Compliance and Nominating & Corporate Governance Committees of the Board. Ms. Owen also serves as a member of the board of directors of MVB Bank, Inc. Ms. Owen is being nominated as a director due to her significant knowledge and experience in the lines of federal, state and international regulatory requirements and her strong background in payments and cryptocurrency. | |

  11. Directors Not Up For Election

    Directors Not Up For Election The following table sets forth certain information as of March 27, 2023 with respect to directors who are not up for election:

  12. Directors Not Up For Election

    | Name | Age | Year First Elected | Position | | W. Marston Becker | 71 | 2020 | Director | | Daniel W. Holt | 52 | 2017 | Director | | Gary A. LeDonne | 62 | 2016 | Director | | Larry F. Mazza | 63 | 2005 | Chief Executive Officer and Director | | Lindsay A. Slader | 38 | 2022 | Director | | Cheryl D. Spielman | 69 | 2019 | Director |

  13. Directors Not Up For Election

    The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of March 27, 2024:

  14. Directors Not Up For Election

    | | W. Marston Becker MVB Chair and Director | | | W. Marston “Marty” Becker, 71, is a seasoned executive with 35 years of experience including CEO and chairman leadership positions in insurance, reinsurance and insurance brokerage organizations in the U.S. and internationally, as well as insurance-related private equity, advisory and investment banking roles. Mr. Becker is the immediate past Chairman of the Board of QBE Insurance Group, a top 15 global property and casualty insurer. He was appointed to the Board of QBE Insurance Group in 2013, became Chair in 2014 and served until March 2020. | | Mr. Becker served as President and CEO of Alterra Capital Holdings Limited and its predecessors from 2006 to 2013. Mr. Becker serves on a variety of corporate boards in the financial services, manufacturing and non-profit sectors: Directors of Axis Capital (NYSE: AXS), Director of Encova Mutual Insurance in Columbus, Ohio; Director of Amynta Group in New York City; Advisory Board member of private equity funds American Securities, Cohesive Capital and Madison Dearborn Partners; Director of The Mountain Companies of Parkersburg, West Virginia; Director of the West Virginia Chamber of Commerce; and Board Member of the Clay Center for the Arts and Sciences. Mr. Becker is Chairman of the Board of Directors of MVB Financial Corp. and MVB Bank, Inc. He is also Chairman of MVB’s Compensation Committee and serves on the Finance Committee. We believe Mr. Becker’s background in finance and mergers and acquisitions and his experience serving on the board of a public company make him qualified to serve as a member of the Board. | |

  15. Directors Not Up For Election

    | | Daniel W. Holt MVB Director | | | Daniel W. Holt, 52, is Co-Founder & CEO of BillGO, an award-winning real-time bill management and payments platform that serves more than 30 million consumers and serves thousands of banks and billers. Under his leadership, BillGO has become the top bill payments network in the financial industry. After serving eight years in the U.S. Air Force, Mr. Holt held several leadership positions in Silicon Valley. For eight years, his team at HEIT built the leading cloud services company for the financial industry. Upon its acquisition, Mr. Holt led CSI’s technology and services as President and General Manager. | | Mr. Holt has served on boards for payments and Fintech companies, and he mentors students and entrepreneurs at Colorado State University. Mr. Holt holds a bachelor’s degree from the University of Maryland and an MBA from Colorado State University. Mr. Holt currently serves on the N&CG Committee. He also serves as a member of the board of directors of MVB Bank, Inc. We believe Mr. Holt’s leadership, education, business and professional development accomplishments in the financial and technology industries make him qualified to serve as a member of the Board. With MVB’s continued expansion and focus on the fintech industry, his expertise is critical for Board enhancement. | |

  16. Directors Not Up For Election

    | | Gary A. LeDonne MVB Director | | | Gary A. LeDonne, 62, is a retired Partner of Ernst & Young LLP, retiring in 2014 as East Central Region Tax Managing Partner. Throughout his career with Ernst & Young LLP, Mr. LeDonne served many banking, insurance, and capital market clients. He has an extensive background in strategy development, succession planning and talent management. From 2015 through 2023, he served as Executive in Residence at West Virginia University’s John Chambers College of Business & Economics, retiring in May 2023. During his career in academia, Mr. LeDonne taught federal income tax courses and served as Director of the Master of Accountancy program. He received his Bachelor of Science degree from Fairmont State University and his Master of Professional Accountancy degree from West Virginia University. | | Mr. LeDonne is Chair of the Visiting Committee of the John Chambers College of Business & Economics of West Virginia University. The Visiting Committee advises the College on a variety of strategic matters. Mr. LeDonne serves on the Governing Board of The Graphite Company of the Americas (GRAPHCOA) and its affiliates. GRAPHCOA is a private equity backed graphite mining business in Brazil. He is a member of the American Institute of Certified Public Accountants. Mr. LeDonne is currently Chair of MVB's Finance Committee and serves on the Audit Committee as well as the Risk and Compliance Committee. He is designated as an Audit Committee Financial Expert by the Board. Mr. LeDonne also serves as a member of the board of directors of MVB Bank, Inc. We believe Mr. LeDonne’s extensive knowledge of the Mid-Atlantic region business community and his investment, financial, and accounting expertise qualify him to serve as a member of the Board. | |

  17. Directors Not Up For Election

    | | Larry F. Mazza Chief Executive Officer of MVB and MVB Director | | | A recognized banking and financial services executive, Larry F. Mazza, 63, Chief Executive Officer and Director, embraces industry disruption caused by technology and motivates others to think bigger and do bigger. A high-energy leader with an entrepreneurial mindset who believes fortune favors the bold, Mr. Mazza builds strong professional partnerships through his philosophy of love, trust and commitment. Mr. Mazza’s expertise and enthusiasm in finance, startups, the growing payments industry, fast-changing technology and highly regulated industries like gaming and banking-as-a-service have made him a trusted partner and thought leader across the globe. | | Mr. Mazza joined MVB in 2005 and became CEO in 2009. Under his leadership, MVB has grown from a community bank with 35 employees to a NASDAQ-listed and Russell 2000 company with nearly 500 Team Members and Fintech clients worldwide. During Mr. Mazza’s time at MVB, total assets have grown to more than $3.4 billion. MVB’s model now goes beyond traditional banking and leverages the disruption occurring in the financial services industry to the benefit of shareholders and clients. In his MVB Financial Director role, Mr. Mazza serves on MVB Bank’s ALCO, Loan Approval and Loan Review Committees. He is also a Director for two MVB subsidiaries: Paladin Fraud and Trabian Technology, Inc. As an entrepreneur, Mr. Mazza is co-owner and business partner of the global sports media business venture Football Talk, LLC, and its nationally recognized and highly successful website ProFootballTalk.com, which is a key content provider for NBC Sports. A civic-minded volunteer and business leader, Mr. Mazza serves on the boards of public companies and non-profit organizations. Appointed by three different governors since 2010, Mr. Mazza continues to serve on the West Virginia Board of Banking and Financial Institutions. Mr. Mazza is currently a member of the Board of Directors for BillGO, a Fintech company based in Colorado. He is also a founding Board Member of Intercoastal Mortgage, LLC, one of the largest independent mortgage banks operating in the Mid-Atlantic Region. He is also a Board member for Gen-Opp Fund, a hedge fund focused on finding generational opportunities in banking and Fintech for its investors. From 2007 to 2019, Mazza served on PDC Energy’s Board, a NASDAQ-listed, Denver, Colorado, based mid-cap oil and gas Nasdaq-listed company where he served on the Compensation Committee, Chair of the Nomination & Governance Committee and was an Audit Committee member. From 2020 to 2023, he served on the Board of Kraken Financial, a special purpose depository institution based in Wyoming. In 2017, he became a National Association of Corporate Directors (NACD) Board Leadership Fellow. A West Virginia University graduate with a bachelor’s degree in Business Administration, Mr. Mazza began his career as a Certified Public Accountant. He worked for KPMG as a CPA with a focus on auditing, including audits of financial institutions. Prior to joining MVB, Mr. Mazza was Senior Vice President & Retail Banking Manager for BB&T Bank’s West Virginia North region. His 20 years at BB&T (now Truist Bank), included serving as President of Empire National Bank and Regional President of One Valley Bank. | |

  18. Directors Not Up For Election

    | | Lindsay A. Slader MVB Director | | | Lindsay A. Slader, 38, is the Managing Director of Gaming at GeoComply, a cybersecurity and fraud prevention firm delivering geolocation and user authentication technologies. She joined the company in its infancy in 2012 as its first employee. Beyond gaming, GeoComply provides solutions for streaming video broadcasters and the online banking, payments and cryptocurrency industries and serves an impressive list of global customers including Amazon Prime Video, BBC, Akamai, DraftKings, FanDuel and MGM. | | Having worked in the internet gaming and digital services industries for 15 years, Ms. Slader is a recognized expert in her field, regularly speaking at industry conferences and as a weekly media contributor to both mainstream business and gaming industry publications. Over the last decade, Ms. Slader has provided expert witness testimony on regulatory compliance, geolocation technologies and her gaming industry expertise at several state and federal hearings. Prior to GeoComply, she spent five years specializing in regulatory compliance, gaming technology and business development at gaming compliance testing companies Gaming Laboratories International and Technical Systems Testing. Ms. Slader graduated from the University of British Columbia with a bachelor’s degree in political science and international relations. She also holds a post-graduate diploma in Urban Studies from Simon Fraser University and a certificate in European Strategic Policy from Science Po Lille. Ms. Slader currently serves on MVB’s Risk and Compliance Committee and the Compensation Committee. She also serves as a member of the board of directors of MVB Bank, Inc. We believe her knowledge and experience in business development, gaming, technology, fraud prevention and regulatory compliance qualify her to serve as a member of the Board. | | | | Cheryl D. Spielman MVB Director | | | Cheryl D. Spielman, 69, is a retired Partner from Ernst & Young U.S., LLP, retiring in 2015, where she led various groups from 1997 to 2015, serving as Leader of Human Capital for Financial Services for the last eight years there. From 1989 to 1996, she was an executive with the firm. She has been a personal consultant and advisor to CEOs in various industries, including financial services, consumer products and entertainment. | | Ms. Spielman has a great deal of financial experience with an audit background. Upon retirement from Ernst & Young, she served on the Board of Directors of IPM, a privately held technology systems integration company, which sold in 2017. From 2017 to 2019, she served as a member of the Board of Directors of First Republic Bank (FRC), which was headquartered in California. Previously, Ms. Spielman was a tax professional at Arthur Young & Company. She was a trustee of the Cornell University Hillel Board and serves on the Women’s Foundation of South Palm Beach County. Ms. Spielman also serves on the Board of Governors and the is former Executive Vice President, Treasurer and Compensation Chair of the Polo Club of Boca Raton, Florida. She was associated with Cornell entity boards. She earned a bachelor of science degree in 1977 from Cornell University and an M.B.A. in 1980 from the University of Chicago. She is also a Certified Public Accountant. Ms. Spielman is currently the Chair of MVB's Audit Committee and serves on the Finance Committee and the Risk and Compliance Committee. She is designated as an Audit Committee Financial Expert by the Board. Ms. Spielman also serves as a member of the board of directors of MVB Bank, Inc. We believe her strong background and experience in accounting, client-focused global human resources and tax services, tax risk management and employment-related issues qualify her to serve as a member of the Board | |

  19. Directors Not Up For Election

    There are no family relationships among the directors of MVB or MVB Bank.

  20. Compensation of Directors

    Compensation of Directors Our HR and Compensation Committee periodically reviews and recommends updates to the director compensation program for our Board approval. No changes were made to the form or amount of director compensation for 2023. MVB uses a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as well as the skill level we require of members of our Board.

  21. Compensation of Directors

    | 2023 Director Compensation | | | | Board or Committee | Chair Retainer (Annual) | Member Retainer (Annual) | | MVB Financial Corp. | | $20,000 | | Chairman of the Board | $50,000 | | | Audit Committee | $25,000 | $5,000 | | Risk and Compliance Committee | $20,000 | $4,000 | | Compensation Committee | $20,000 | $4,000 | | N&CG Committee | $15,000 | $3,000 | | Finance Committee | $20,000 | $4,000 |

  22. Compensation of Directors

    *All non-employee directors are granted $75,000 worth of restricted stock units with a one-year time vesting schedule as an equity award.

  23. Director Compensation - Fiscal Year 2023

    Director Compensation - Fiscal Year 2023

  24. Director Compensation - Fiscal Year 2023

    | Director Name | Fees Earned or Paid in Cash1 | Stock Awards2 | Total | | W. Marston Becker | $118,000 | $75,000 | $193,000 | | John W. Ebert | $73,000 | $75,000 | $148,000 | | Daniel W. Holt | $45,625 | $75,000 | $120,625 | | Gary A. LeDonne | $88,500 | $75,000 | $163,500 | | Dr. Kelly R. Nelson | $79,500 | $75,000 | $154,500 | | Jan L. Owen | $69,500 | $75,000 | $144,500 | | Lindsay A. Slader | $43,000 | $75,000 | $118,000 | | Cheryl D. Spielman | $79,375 | $75,000 | $154,375 |

  25. Director Compensation - Fiscal Year 2023

    1 Includes MVB Board and committee fees and fees paid for service on MVB subsidiary boards of directors. 2 Each director was granted Time-Vested RSUs on June 1, 2023 at a share price of $18.02 per share for 4,162 shares, which will be fully vested on June 1, 2024.

  26. 2023 Compensation Decisions and Incentive Plan Results

    2023 Compensation Decisions and Incentive Plan Results

  27. •2023 Executive Annual Incentive Plan Results

    •2023 Executive Annual Incentive Plan Results Overall, financial and individual performance goal achievement resulted in varying payouts that were slightly above, met or below the target level (107.99% of target) for 2023 and reflecting our better than average shareholder returns for the year. The fifth incentive goal is tied to the Executive’s Individual Performance Scorecard Rating which determines the direction of the NEO’s actual payout. •Earnings per share grew from $1.23 per share in 2022 to $1.77 per share in 2023 (a 44% increase) exceeding the initial trigger needed to allow for any bonus payouts. •Total Noninterest Income fell from $44.7 million in 2022 to $33.9 million in 2023, falling below the threshold level of performance and resulting in no payout for this metric. •Total Noninterest Expense fell from 123.8 million in 2022 to $120.0 million in 2023, falling slightly below the target performance level resulting in a payout of 90% of target. •Total Core Deposits grew by $300.8 million in 2023, exceeding the maximum performance level and resulting in a payout of 200% of target. •Charge-Offs/Total Loans improved slightly from 0.37% in 2022 to 0.40% in 2023, exceeding the target performance level resulting in a payout of 150% of target and reflective of challenging lending environment. •All NEO’s met or exceeded the individual performance scorecard threshold rating of 3.0, resulting in overall payouts of between 105% and 128% of target.

  28. •2021-2023 Performance-based RSUs Results

    •2021-2023 Performance-based RSUs Results Return on Assets and relative TSR performance for the three-year period from 2021-2023 both narrowly missed the threshold performance goal resulting in no payout for performance-based RSUs awarded in 2021 for the period from 2021 to 2023 and reflecting our below average shareholder returns in 2023. •Three-year average Return on Assets of 0.97% fell just below the threshold goal of 1.00%, resulting in no payout. •Three-year TSR of +6.2% ranked at the 23rd percentile of the relative TSR peer group, falling just below the threshold goal of 25th percentile, resulting in no payout.

  29. •Market Competitive Compensation

    •Market Competitive Compensation The “market” sets the framework for pay opportunity and achievement against objectives drives the actual payout. The intent of the compensation philosophy is to maintain a competitive compensation program and attract and retain top talent across the organization. MVB regularly conducts a market study of benchmark positions to determine the competitive posture of the organization and need for any changes. Reclassification of positions may occur on an ongoing basis depending on recommendations from senior management as well as updated market data. MVB pays base salaries that target a reasonable range around the market median (of other companies comparable to our asset size, complexity as well as general industry standard rates). That target The true market rate is arrange of approximately +/-10% of the median pay rate. Salary ranges are reviewed annually and may be adjusted to maintain a competitive pay structure. High-level performers are groomed and prepared for the next level in their careers.

  30. Use of Peer Group

    Use of Peer Group The Compensation Committee seeks to provide total targeted direct compensation that is competitive and dependent on Company performance and other factors, including size of assets, and market capitalization. MVB’s talent acquisition strategy focuses on attracting and retaining executives with the experience and skills necessary to grow the organization. MVB executives have generally come from larger metropolitan areas and/or institutions that are significantly larger than MVB. As a result, MVB has found it necessary to provide a base salary that exceeds the median of banks comparable to MVB's asset size in order to execute the Company strategy. Other elements of compensation are adjusted to recognize this positioning & continue to approximate competitive total pay opportunities for banks of similar asset size.

  31. 2023 Peer Group

    2023 Peer Group Our Compensation Committee, with the support of Pay Governance, reviews the continued appropriateness of our peer group on an annual basis. The 2023 executive compensation peer group was selected using the following criteria: •Assets: $1.5B -$10B; •Location: From across the country (not just in MVB's area) •Market Cap: $100M - $2.5B •Deposit Growth: >10% Trend •Market Cap to Book Ratio >1.0x •Market Cap to Revenue Ratio >2.0x •Business Model Differentiation: FinTech Focus, Consulting, Venture Capital, Tech Forward Based on the review conducted for 2023, Atlantic Capital Bancshares was removed from the peer group following its acquisition by SouthState Corp. and two companies, ConnectOne Bancorp, Inc. and FFB Bancorp, were added to the peer group. The resulting peer group of 15 companies is outlined below:

  32. 2023 Peer Group

    | Byline Bancorp, Inc. | Live Oak Bancshares Inc. | | Capital Bancorp, Inc. | Metropolitan Bank Holding Corp. | | Coastal Financial Corporation | National Bank Holdings Corporation | | ConnectOne Bancorp, Inc. | Pathward Financial, Inc. | | Esquire Financial Holdings, Inc. | Primis Financial Corp. | | FFB Bancorp | The Bancorp, Inc. | | First Internet Bancorp | Triumph Financial, Inc. | | Heritage Commerce Corp. | |

  33. Stock Ownership Guidelines

    | | Value of Common Share Holdings 12/31/2023 | 2023 Base Salary or Total Director Compensation | Value of Common Share Holdings/ 2023 Base Salary or Director Annual Retainer | MVB Requirement for Individual(s) Holding Same Position | | Larry F. Mazza | $15,510,876 | $850,000 | 18.2x | 3x Base Salary | | Donald T. Robinson | $2,806,801 | $525,000 | 5.3x | 3x Base Salary | | Craig B. Greathouse | $653,106 | $375,000 | 1.7x | 1x Base Salary | | John C. Marion | $245,153 | $375,000 | .7x | 1x Base Salary | | Michael L. Giorgio | $38,461 | $375,000 | .1x | 1x Base Salary | | Average for Non-Employee Directors | $957,531 | $35,000 | 27.3x | 10x Annual Retainer |

  34. 2023 Annual Incentive Plan

    2023 Annual Incentive Plan Our Annual Incentive Plan has a two-tiered performance evaluation structure which was generally unchanged from the one used in 2022: 1.EPS Funding Metric – set in an objective manner using 85% of the average of published analyst expectations for the fiscal year. This sets a rigorous standard before bonuses can be paid at any level to executives. Failing to achieve that level of performance results in no bonuses being paid to our executives regardless of results achieved in other areas. 2.Scorecard of Financial Performance Modifiers and Individual Performance – performance goals are set with consideration for objectives set out in our strategic plan, external market conditions and investor expectations. The scorecard contains metrics measuring income, growth and credit quality as well as an individual performance goal rating which provide a balanced approach to determining incentives. In the event that a specified goal or target for a particular metric is not met, then no compensation will be paid with respect to that objective portion of the Annual Incentive Plan. Five goals were set, with equal weighting with non-individual performance goals, all based on MVB Bank and MVB Financial Corp. performance:

  35. 2023 Annual Incentive Plan

    | Primary Trigger: 85% Analyst Estimates: $1.68 Earnings Per Share (EPS) Actual: $1.77 | | | | | | | Annual Incentive Plan Goals | Weight | Threshold -Eligible for 85% of Potential Payout | Target - Eligible for 100% of Potential Payout | Maximum - Eligible for 200% of Potential Payout | Performance as of 12/31/23 | | Total Noninterest Income | 20% | $35,000,000 | $40,000,000 | $45,000,000 | $32,945,650 | | Total Noninterest Expense | 20% | $121,000,000 | $115,000,000 | $112,000,000 | $119,022,256 | | Charge Offs/Total Loans | 20% | 0.50% | 0.45% | 0.35% | 0.40% | | Total Core Deposits Growth | 20% | $150,000,000 | $175,000,000 | $200,000,000 | $300,796,503 | | Individual Performance Scorecard Rating | 20% | 3.00 | 3.50 | 4.00 | Rating varied |

  36. 2023 Annual Incentive Plan

    Executives had target bonus opportunities, as a percentage of base salary, ranging from 35% to 75%, with the opportunity to earn 85% to 200% of that amount based on performance. No increases were made to target opportunities for NEO’s in 2023. In February 2024 the Compensation Committee evaluated the performance of the Company under the 2023 Annual Incentive Plan. Similarly, there were no changes to the range of target opportunities (85% to 200%) they could earn based on achieving annual goals. Overall, financial performance goal achievement supported payouts that were above the threshold with results mixed by metric. Payouts under the subjective metric were based on evaluations of the individual’s overall job performance during 2023, using an extensive performance review scorecard for each executive. All NEO’s met or exceeded the individual performance scorecard threshold rating of “Meets Expectations” resulting in a payout aligned with MVB’s pay for performance philosophy.

  37. 2023 Annual Incentive Plan

    | Named Executive Officer | 2023 Salary ($) | Pro-rated Salary ($) | Target (%) | Threshold 85% ($) | Target 100% ($) | Maximum 200% ($) | 2023 Incentive Payout | | Larry F. Mazza | $850,000 | $850,000 | 75% | $541,875 | $637,500 | $1,275,000 | $669,311 | | Donald T. Robinson | $525,000 | $525,000 | 40% | $178,500 | $210,000 | $420,000 | $268,779 | | Michael L. Giorgio* | $375,000 | $156,250 | 35% | $46,484 | $54,688 | $109,376 | $58,565 | | Craig B. Greathouse | $375,000 | $375,000 | 35% | $111,563 | $131,250 | $262,500 | $153,812 | | John C. Marion | $375,000 | $375,000 | 35% | $111,563 | $131,250 | $262,500 | $138,324 |

  38. 2023 Annual Incentive Plan

    *Mr. Giorgio joined MVB July 2023.

  39. Long-Term Incentive Compensation

    Long-Term Incentive Compensation MVB’s Compensation Committee believes that long-term incentive compensation is an important component of the compensation program because it has the effect of retaining and motivating executives, aligning executives’ financial interests with the interests of shareholders, and rewarding the achievement of MVB’s long-term strategic goals.

  40. 2023 Equity Grants

    2023 Equity Grants Executives had target equity opportunities, as a percentage of base salary, ranging from 35% to 65%. No increases were made to target opportunities for NEO’s in 2023. The Board of Directors, in its sole discretion, determines equity awards for the CEO. Executives received equity through two equally weighted vehicles, similar to MVB’s approach in the past few years: •Time-based equity awards (RSUs); and •Performance-based equity awards (performance RSUs) The performance RSUs will vest based upon internal TBV goals (25% of target LTI value) and EPS (25% of target) performance over a three-year period, with vested amounts ranging from 0% to 200% of target, depending on results relative to pre-established goals. Results based on the achievement of TBV and EPS goals could be modified up or down based on MVB’s total shareholder return for the three-year period relative to other Small Cap banks. The time-based RSUs (the remaining 50% of target value) will vest solely based on continued service, following a three-year graded vesting schedule (one-third of the award vesting each year). In 2023, MVB’s NEOs received the following grants pursuant to the plan.

  41. 2023 Equity Grants

    | | | Time-Based RSUs (50%) | | PSU EPS-Based RSUs (25%) | | PSU TBV-Based RSUs (25%) | | | | % of Salary | Granted (#) | Share Price ($) | Granted (#) | Share Price ($) | Granted (#) | Share Price ($) | | Larry F. Mazza | 65% | 17,004 | $17.87 | 8,502 | $18.73 | 8,502 | $18.73 | | Donald T. Robinson | 50% | 8,079 | $17.87 | 4,039 | $18.73 | 4,039 | $18.73 | | Michael L. Giorgio | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Craig B. Greathouse | 35% | 4,039 | $17.87 | 2,019 | $18.73 | 2,019 | $18.73 | | John C. Marion | 35% | 3,672 | $17.87 | 1,836 | $18.73 | 1,836 | $18.73 |

  42. 2023-2025 Performance-Based RSUs Results

    2023-2025 Performance-Based RSUs Results In consultation with Pay Governance, the Compensation Committee and Management revised the metrics used for determining performance-based RSUs earned by our executives. These changes focused on improving management’s ties to long-term measures they can influence, strengthening their linkages to results that drive value creation for our shareholders and continuing to reflect the investor returns those results produce relative to those of other banks. As a result, cumulative TBV and cumulative EPS were selected as the basis for initially determining the performance RSUs earned for the three-year period from 2023 to 2025. •Tangible Book Value (TBV) is defined as tangible book value per common share of the Company determined in accordance with generally accepted accounting principles reported in the Company's Annual Report to Stockholders plus dividends with ex-dividend dates occurring during the performance period. •Earnings Per Share (EPS) is defined as basic earnings per common share of the Company determined in accordance with generally accepted accounting principles reported in the Company's Annual Report. Minimum, target, and maximum performance goals for each of these measures was based on an analysis of historical three-year growth rates of MVB and its peers as well as expectations for the economic environment for the period. Results based on achieving TBV and EPS objectives are adjusted by ± 20% based on MVB’s total shareholder return for the three-year period relative to the results of the banks in the S&P’s Small Cap Bank Index.

  43. 2023-2025 Performance-Based RSUs Results

    | | Weight | Below Threshold | At Threshold | Target | Maximum | | Cumulative TBV | 50% | <$65.25 | $65.25 | $72.50 | $79.75 | | Cumulative EPS | 50% | <$6.95 | $6.95 | $7.75 | $8.55 | | Percent of Target LTI Award | | 0% | 0% | 100% | 200% | | Relative TSR Ranking | | <25th percentile | <25th percentile | <50th percentile | <75th percentile | | Relative TSR Modifier | | 0.80 | 0.80 | 1.00 | 1.20* | | * Modifier can not increase results in excess of 200% of an executive’s target performance RSU award. | | | | | |

  44. 2021-2023 Performance-Based RSUs Results

    2021-2023 Performance-Based RSUs Results The performance period for the performance-based RSUs granted in 2021 ended on December 31, 2023. The 2021 awards were equally divided between ROA and relative TSR performance. Each of the ROA and relative TSR goals, results and payouts are described below.

  45. 2021-2023 ROA Awards

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | < 1.00% | 1.00% | 1.15% | 0.97% | 0% |

  46. 2021-2023 Relative TSR Awards

    2021-2023 Relative TSR Awards

  47. 2021-2023 Relative TSR Awards

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | 25th Percentile | 50th Percentile | 75th Percentile | 23rd Percentile | 0% |

  48. 2021-2023 Relative TSR Awards

    As illustrated above, no payout was earned under the ROA or relative TSR performance awards for the 2021-2023 period.

  49. Chartwell Sale Bonus

    Chartwell Sale Bonus The Compensation Committee has consistently administered the Company’s incentive plans according to their metrics and pre-established goals, which is consistent with our pay philosophy. This approach has produced pay outcomes aligned with our results, including those of our shareholders. Further, the Committee historically has avoided adjustments for extraordinary items or special charges in determining the financial results serving as the basis for incentive payouts. Thus, the Committee takes much care in considering any potential payouts beyond the parameters of the incentive plan’s structure. In March 2023, the Compensation Committee approved a special one-time bonus to reward executives who were critical to the success of the sale of Chartwell Compliance (“Chartwell”) to Ankura Consulting Group, LLC (“Ankura”). The sale of Chartwell resulted in a significant gain for the Company of $11.5 million over MVB’s original purchase price for Chartwell. In addition, as part of the terms of the sale, the Company entered into an agreement for Chartwell to continue to provide support to MVB clients without disruption. The one-time bonuses were awarded to certain NEOs following the completion of the sale to recognize their significant contributions in ensuring the transaction closed as well as managing several other factors. The awards are one-time in nature and were structured as a mix of cash and equity with 67% of the total amounts in the form of cash and 33% in the form of time-based RSUs with cliff vesting, subject to continued employment through the 1-year anniversary of the transaction closing. The value of these awards as presented in the table below was less than their target bonus opportunity.

  50. Chartwell Sale Bonus

    | Named Executive Officer | Chartwell Sale Bonuses | | | | | Cash | RSUs | Total | | Larry F. Mazza | $355,882 | $175,126 | $531,008 | | Donald T. Robinson | $114,185 | $56,237 | $170,422 | | Craig B. Greathouse | $71,010 | $34,972 | $105,982 | | John C. Marion | $68,005 | $33,488 | $101,493 |

  51. Chartwell Sale Bonus

    Mr. Giorgio joined MVB in 2023. The Human Resources and Compensation Committee believes the awards above are appropriate to both recognize the extraordinary efforts of the NEOs towards the successful Chartwell sale that generated significant value for shareholders and to assist in the ongoing retention of these key executives.

  52. 2024 Annual Incentive Plan Design

    2024 Annual Incentive Plan Design Working with Pay Governance, the Committee and Management revised our annual incentive plan design, replacing the EPS funding trigger with a funding trigger based on Tier 1 Capital Ratio. EPS was added to the bonus scorecard, replacing Total Noninterest Income with a weighting of 20%. No other changes were made to the plan design for 2024. These changes were intended to emphasize the importance of maintaining the financial strength and stability of the Company.

  53. 2024 Long-term Incentive Plan Design

    2024 Long-term Incentive Plan Design Following the revisions made to the long-term incentive design in 2023, no changes were made for 2024.

  54. Margin Accounts and Pledged Securities

    Margin Accounts and Pledged Securities Margin accounts and pledging of Company securities are permitted; however, prior approval by the Board is required. As part of long-term incentive plans, MVB has issued stock options to key team members. At the time of exercising, Team members have the ability to purchase the shares or complete a cashless exercise. Due to the size of these transactions, team members have the ability to pledge the securities with third party lenders to purchase the shares. Executives and Directors may not pledge any more than 50% of beneficial ownership and the loan must have value based on commercially reasonable terms. These transactions are permissible so that team members can increase their ownership in the Company. If a team member has a margin account and wishes to pledge securities, a form needs to be completed and submitted to the Compliance Officer prior to doing so. This request would also need Board approval beforehand. In addition, any shares pledged by a director or NEO is required to be disclosed annually in the proxy.

  55. Employment Agreements

    Employment Agreements MVB and its subsidiaries provide certain executive officers with written employment agreements to secure the key talent’s services within the highly competitive financial services industry. These agreements are generally the same and are reviewed and updated annually, if necessary. The non-competition provisions in the agreements are intended to protect MVB from competitive disadvantage if one of MVB’s NEOs leaves MVB to work for a competitor. The agreements provide for discharge by MVB for cause or without cause, discharge by the employee, and terminate in the event of the death of the employee. If terminated by reason of the death of the employee, the employee shall be paid when due and in accordance with MVB’s normal payroll practices and relevant policies. If terminated by MVB without cause, and, for Mr. Robinson and Mr. Mazza, also if terminated by the employee for good reason, the employee is entitled to a severance payment equal to a set number of months of the employee’s base severance compensation, and any annual incentive compensation earned for such year, prorated for the number of calendar days worked in the year. The employment agreements for each executive officer contain termination provisions which would permit salary continuation under certain circumstances in the event the contracts are terminated by MVB or in the event of a termination or severance of such executive officer’s employment subsequent or immediately prior to a change in control. The employment agreements with NEOs are described below under “Employment Agreements and change in Control.”

  56. Change in Control

    Change in Control MVB believes that change in control benefits provide security for its employees and minimize distraction of employees in the event of a significant merger and acquisition scenario, allowing them to remain objective and focused on maximizing shareholder value. The employment agreements with certain executive officers set forth certain terms and conditions upon the occurrence of a “Change in Control” event. If the employment of Mr. Mazza, Mr. Robinson, Mr. Giorgio, Mr. Greathouse or Mr. Marion is terminated without cause, and, for Mr. Robinson and Mr. Mazza, also if terminated by the employee for good reason, within one year following a Change in Control (as defined below) or within the three months immediately preceding a Change in Control, the employee would be entitled to an enhanced severance payment equal to 0.5 times the amount of the base severance compensation due. A “Change in Control” means either: (i) a consolidation or merger of MVB pursuant to which the shareholders of MVB immediately before the transaction do not retain more than 50% of the total combined voting power of the surviving entity; (ii) a sale, lease, exchange or other transfer of all or substantially all of the assets of MVB; or (iii) a sale or exchange by the holders of more than 50% of MVB’s common stock.

  57. Summary Compensation Table

    Summary Compensation Table The following information is prepared based on positions as of 2023. In 2023, compensation was paid to team members by MVB or MVB Bank, unless otherwise noted. The following table summarizes compensation paid to the named executive officer for the periods indicated.

  58. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) 1 | Bonus ($) 2 | Stock Awards ($)3 | Option Awards ($) 4 | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) 5 | All Other Compensation ($) 6 | Total ($) | | Larry F. Mazza CEO, MVB Financial Corp. and MVB Bank | 2023 | $850,000 | $355,882 | $797,471 | $0 | $669,311 | $44,362 | $84,614 | $2,801,640 | | | 2022 | $851,846 | $0 | $552,402 | $0 | $0 | $0 | $63,896 | $1,468,144 | | | 2021 | $798,000 | $0 | $506,940 | $0 | $741,000 | $196 | $70,846 | $2,116,982 | | Donald T. Robinson President, MVB Financial Corp. and MVB Bank, and Chief Financial Officer, MVB Financial Corp. | 2023 | $525,000 | $114,185 | $351,909 | $0 | $268,779 | $6,361 | $41,290 | $1,307,524 | | | 2022 | $527,427 | $0 | $262,477 | $0 | $0 | $0 | $26,203 | $816,107 | | | 2021 | $446,623 | $110,000 | $233,500 | $0 | $280,132 | $0 | $29,836 | $1,100,091 | | Michael L. Giorgio EVP, Chief Information Officer | 2023 | $151,442 | $0 | $0 | $61,825 | $58,565 | $0 | $5,294 | $277,126 | | Craig B. Greathouse EVP, Chief Administrative Officer, MVB Financial Corp. and MVB Bank | 2023 | $375,000 | $71,010 | $182,781 | $0 | $153,812 | $0 | $24,132 | $806,735 | | | 2022 | $370,742 | $0 | $131,238 | $0 | $0 | $0 | $10,856 | $512,836 | | | 2021 | $305,323 | $0 | $104,940 | $0 | $193,682 | $0 | $11,205 | $615,150 | | John C. Marion EVP, Chief Risk Officer, MVB Financial Corp. and MVB Bank | 2023 | $375,000 | $68,005 | $167,883 | $0 | $138,324 | $0 | $14,422 | $763,634 | | | 2022 | $364,862 | $0 | $131,238 | $0 | $0 | $0 | $13,407 | $509,507 | | | 2021 | $326,400 | $0 | $113,650 | $0 | $216,125 | $0 | $13,124 | $669,299 |

  59. Summary Compensation Table

    1 This figure includes salary only. 2 As part of the Chartwell transaction bonus, Messrs. Mazza, Robinson, Greathouse, and Marion received cash bonuses of $355,882, $114,185, $71,010, and $68,005, respectively. Mr. Robinson received a $110,000 bonus for performance related to transactional projects in 2021. 3 As part of the Chartwell transaction bonus, Messrs. Mazza, Robinson, Greathouse and Marion received grants of 9,800, 3,147, 1,957 and 1,874 restricted stock units (“RSUs”), respectively. Mr. Robinson received a grant of 2,000 RSUs for performance related to transactional projects in 2021. 4 These amounts are calculated using the Black-Scholes value at the time of the grant. 5 In our 2023 Proxy Statement, we reported values of $53,709 for Mr. Greathouse and $6,538 for Mr. Marion in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for 2022. These amounts reflected the aggregate balance at fiscal year-end for the non-qualified deferred compensation plan for each officer. We inadvertently included these amounts in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column as they did not reflect a change in pension value or above-market or preferential earnings on non-qualified deferred compensation, and zeros should have been reported for each officer instead of these amounts. As a result, the amounts in the “Total” compensation column for Mr. Greathouse and Mr. Marion were reported as $566,545 and $516,045 for 2022, respectively. After correction, the “Total” compensation amounts for Mr. Greathouse and Mr. Marion for 2022 were $512,836 and $509,507, respectively. The amounts reported in the Summary Compensation Table above have been revised to reflect these corrections. In addition, in our 2022 Proxy Statement, we reported negative pension values for 2021 of ($7,403) and ($4,778) in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column of the Summary Compensation Table for Mr. Robinson and John T. Schirripa, a former executive officer. Those negative reported amounts in the “Change in Pension Value and Non-Qualified Deferred Compensation Earnings” column for Mr. Robinson and Mr. Schirripa should have been reported as zeros. As a result, the amounts in the “Total” compensation column for Mr. Robinson and Mr. Schirripa were inadvertently reported as $1,092,688 and $606,697 for 2021, respectively. After correction, the “Total” compensation amounts for Mr. Robinson and Mr. Schirripa for 2021 were $1,100,091 and $611,475, respectively. The amounts reported in the Summary Compensation Table above have been revised to reflect these corrections. 6 These amounts include director fees for Board service for MVB Financial and Subsidiary Boards: Mr. Mazza; $47,500 for 2023, $58,333 for 2022, and $52,881 for 2021, and for Mr. Robinson; $2,500 for 2023, $12,500 for 2022 and $11,667 for 2021.

  60. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  61. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards Table - Fiscal Year 2023 | | | | | | | | | | | | | | | Estimated future payouts under non-equity incentive awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock awards: number of shares of stock or units (#) | All other option awards: number of securities underlying options (#) | Exercise or base price of option awards ($/share) | Grant date fair value of stock and option awards ($) | | Name | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Larry F. Mazza | 5/1/23 | $541,875 | $637,500 | $1,275,000 | | | | 26,804 | | | $478,987 | | | 5/1/23 | | | | 0 | 8,502 | 17,004 | 8,502 | | | $159,242 | | | 5/1/23 | | | | 0 | 8,502 | 17,004 | 8,502 | | | $159,242 | | Donald T. Robinson | 5/1/23 | $178,500 | $210,000 | $420,000 | | | | 11,226 | | | $200,609 | | | 5/1/23 | | | | 0 | 4,039 | 8,078 | 4,039 | | | $75,650 | | | 5/1/23 | | | | 0 | 4,039 | 8,078 | 4,039 | | | $75,650 | | Michael L. Giorgio | 7/31/23 | $111,563 | $131,250 | $262,500 | | | | | 5,000 | $25.59 | $49,250 | | | 12/15/23 | | | | | | | | 1,804 | $22.86 | $12,575 | | Craig B. Greathouse | 5/1/23 | $111,563 | $131,250 | $262,500 | | | | 5,996 | | | $107,149 | | | 5/1/23 | | | | 0 | 2,019 | 4,038 | 2,019 | | | $37,816 | | | 5/1/23 | | | | 0 | 2,019 | 4,038 | 2,019 | | | $37,816 | | John C. Marion | 5/1/23 | $111,563 | $131,250 | $262,500 | | | | 5,546 | | | $99,107 | | | 5/1/23 | | | | 0 | 1,836 | 3,672 | 1,836 | | | $34,388 | | | 5/1/23 | | | | 0 | 1,836 | 3,672 | 1,836 | | | $34,388 |

  62. Grants of Plan-Based Awards

    The Board believes that the successful implementation of its business strategy will depend upon attracting, retaining, and motivating talented executives, managers, and other key team members. The 2022 MVB Financial Corp. Stock Incentive Plan provides that the Compensation Committee appointed by the Board has the flexibility to grant stock options, merit awards and rights to acquire stock through purchase under a stock purchase program. Typically, options grants have a three-year vesting period with an expiration life span of ten years while RSUs have a three-year vesting period. During 2023, the Compensation Committee granted 81 option awards, excluding the executive team, totaling 66,278 shares at exercise prices ranging from $17.87 to $25.78 per share. In addition, excluding directors and the executive team, 47,270 time based RSUs and 40,126 PSUs have been awarded to the MVB Financial Corp. Management Team. The expense to be recognized with respect to such awards will be amortized over the vesting period, beginning the year of the grant.

  63. Outstanding Equity Awards

    Outstanding Equity Awards

  64. Outstanding Equity Awards

    | Outstanding Equity Awards at Fiscal Year-End 2023 | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | Number of securities underlying unexercised options (#) exercisable | Number of securities underlying unexercised options (#) unexercisable | Equity incentive plan awards: Number of securities underlying unexercised unearned options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested (#) | Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units, or other rights that have not vested ($) | | Larry F. Mazza | 100,000 | 0 | 0 | $12.50 | 2/3/2026 | 4,278 | $96,512 | 0 | $0 | | | 50,000 | 0 | 0 | $12.85 | 3/21/2027 | 8,065 | $181,946 | 0 | $0 | | | 100,000 | 0 | 0 | $19.65 | 2/21/2028 | 3,977 | $89,721 | 5,421 | $122,298 | | | | | | | | 4,772 | $107,656 | 6,549 | $147,745 | | | | | | | | 26,804 | $604,698 | 17,004 | $383,610 | | Donald T. Robinson | 15,000 | 0 | 0 | $12.50 | 2/3/2026 | 1,196 | $26,982 | 0 | $0 | | | 100,000 | 0 | 0 | $13.25 | 9/21/2026 | 2,200 | $49,632 | 0 | $0 | | | 25,000 | 0 | 0 | $12.85 | 3/21/2027 | 1,181 | $26,643 | 1,609 | $36,299 | | | 15,000 | 0 | 0 | $19.65 | 2/21/2028 | 2,267 | $51,144 | 3,112 | $70,207 | | | | | | | | 11,226 | $253,258 | 8,078 | $182,240 | | Michael L. Giorgio | 0 | 5,000 | 0 | $25.59 | 7/31/2033 | 0 | $0 | 0 | $0 | | | 0 | 1,804 | 0 | $22.86 | 12/15/2033 | 0 | $0 | 0 | $0 | | Craig B. Greathouse | 28,205 | 0 | 0 | $19.19 | 5/7/2028 | 833 | $18,793 | 0 | $0 | | | 5,525 | 0 | 0 | $18.24 | 9/4/2028 | 1,476 | $33,298 | 0 | $0 | | | | | | | | 823 | $18,567 | 1,122 | $25,312 | | | | | | | | 1,134 | $25,583 | 1,556 | $35,103 | | | | | | | | 5,996 | $135,270 | 4,038 | $91,097 | | John C. Marion | 6,000 | 4,000 | 0 | $13.42 | 7/13/2030 | 893 | $20,146 | 1,215 | $27,410 | | | | | | | | 1,134 | $25,583 | 1,556 | $35,103 | | | | | | | | 5,546 | $125,118 | 3,672 | $82,840 |

  65. Option Exercises and Stock Vesting

    Option Exercises and Stock Vesting

  66. Option Exercises and Stock Vesting

    | Option Exercises and Stock Vested - Fiscal Year 2023 | | | | | | | Option Awards | | Stock Awards | | | Name | Number of shares acquired on exercise (#) | Value realized on exercise ($) | Number of shares acquired on vesting (#) | Value realized on vesting ($) | | Larry F. Mazza | 21,250 | $109,475 | 45,403 | $894,987 | | Donald T. Robinson | 50,000 | $195,383 | 13,441 | $265,519 | | Craig B. Greathouse | 0 | $0 | 8,085 | $142,956 | | John C. Marion | 0 | $0 | 862 | $15,404 |

  67. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control MVB has employment agreements with Messrs, Mazza, Robinson, Giorgio, Greathouse, and Marion. Mr. Mazza entered into an amended and restated executive employment agreement with MVB and SPE PR, LLC (“MVB-PR”), effective January 1, 2023, for a three-year term, which expires January 1, 2026, and thereafter, automatically renews for successive one (1) year periods following the expiration of the original term, absent notice of non-renewal. Mr. Mazza’s current salary is $850,000 per year, payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Mazza continues to be eligible to participate in the MVB annual executive performance incentive plan. In the event Mr. Mazza is terminated for cause by MVB, he shall not be entitled to any termination or severance payments or benefits but shall receive the ratable portion of his base salary for the period up to the effective date of termination, plus any accrued benefits owing to Mr. Mazza pursuant to applicable law. In the event MVB terminates Mr. Mazza without cause or as the result of MVB’s notice of non-renewal, or Mr. Mazza terminates his employment for good reason, Mr. Mazza would also be entitled to all compensation that would have been payable through the termination date, a severance payment in the form of continuation of two years of the then current annual base salary (the “Mazza Severance Payment”) and a pro-rated bonus payment equal to any annual incentive compensation earned for the fiscal year, pro-rated for the days of such year worked (“Mazza Pro-rated Bonus”), provided that a general release of claims is executed and employee complies with all post-employment covenants. Additionally, Mr. Mazza’s non-performance-based equity awards scheduled to vest within twelve months from the date of termination will be immediately vest and any Performance Share Units (“PSUs”) scheduled to vest within twelve months from the date of termination will remain outstanding and eligible to vest. Any other equity awards will be forfeited as of the date of termination. In the event Mr. Mazza is terminated due to death or disability or as the result of Mr. Mazza’s notice of non-renewal, he shall receive the ratable portion of his base salary for the period through and including the effective date of termination, plus any accrued benefits or other compensation owing to Mr. Mazza under applicable plan or law. In the event of termination due to death or disability, Mr. Mazza shall also receive a pro-rated bonus and all of Mr. Mazza’s equity awards immediately outstanding prior to the date of termination shall immediately vest and be exercisable. In the event Mr. Mazza’s employment with MVB is terminated pursuant to a change in control termination, Mr. Mazza would be entitled to the Mazza Severance Payment, the Mazza Pro-rated Bonus and additional compensation equal to 0.5 times the Mazza Severance Payment, payable on MVB’s regular payroll dates that correspond to the payment of the Mazza Severance Payment. Additionally, all of Mr. Mazza’s equity awards issued and immediately outstanding shall immediately vest. Mr. Mazza’s employment with MVB-PR may be terminated with or without cause by MVB at any time upon written notice and without payment of any severance or related benefits. Mr. Mazza’s employment agreement also includes provisions related to treatment of confidential information, return of Company property, a 12-month post-employment non-competition agreement, as well as non-interference and non-solicitation provisions for 12-month period following employment and during any period during which Mr. Mazza is receiving severance or change-in-control compensation. If Mr. Mazza’s employment were terminated without cause as of December 31, 2023, he would have been entitled to receive the sum of $2,451,042 which includes accrued vacation time from MVB and time-based restricted stock units, totaling $1,080,533 would immediately vest. Mr. Robinson has a written employment agreement with MVB, effective January 1, 2016, as amended and restated on March 1, 2021. Mr. Robinson’s current salary is $525,000 per year, payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Robinson is eligible to participate in the MVB annual executive performance incentive plan. Mr. Robinson’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, and Mr. Robinson may also terminate his employment for good reason, all subject to certain conditions and commitments, including, if termination without cause or for good reason, Mr. Robinson would be entitled to all compensation that would have been payable through the termination date, a severance payment in the form of continuation of one year of the then current annual base salary (the “Robinson Severance Payment”) and a pro-rated bonus payment equal to any annual incentive compensation earned for the fiscal year, pro-rated for the days of such year worked (“Robinson Pro-rated Bonus”), provided that a general release of claims is executed and employee complies with all post-employment covenants. In the event Mr. Robinson is terminated without cause or terminates his employment for good reason upon a Change in Control, he would be entitled to the Robinson Severance Payment, the Robinson Pro-rated Bonus and additional compensation equal to 0.5 times the Robinson Severance Payment, payable on MVB’s regular payroll dates that correspond to the payment of the Robinson Severance Payment. Upon separation from the Company, Mr. Robinson would also be entitled to accrued, but unpaid, salary and benefits. Mr. Robinson’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, as well as non-competition for one (1) year in any U.S. state or city which serves as a place of business of MVB or any MVB affiliate. If Mr. Robinson’s employment were terminated without cause as of December 31, 2023, he would have been entitled to receive the sum of $826,087 which includes accrued vacation time from MVB and all stock options and restricted stock units, totaling $589,899 would immediately vest.

  68. Potential Payments Upon Termination or Change in Control

    Mr. Giorgio has a written employment agreement with MVB, effective July 31, 2023. Mr. Giorgio’s current salary is $375,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Giorgio is eligible to participate in the MVB annual executive performance incentive plan. Mr. Giorgio’s employment may be terminated by MVB for cause or terminated without cause, and Mr. Giorgio may also terminate his employment for any reason, all subject to certain conditions and commitments, including, if terminated by MVB without cause, Mr. Giorgio would be entitled to all compensation that would have been payable through the applicable termination date and a severance payment of one year of the then current annual base salary (the “Giorgio Severance Payment”), provided that a general release of claims is executed and employee complies with all post-employment covenants. In the event Mr. Giorgio is terminated without cause upon a Change in Control, he would be entitled to the Giorgio Severance Payment and additional compensation equal to 0.5 times the Giorgio Severance Payment, payable on MVB regular payroll dates that coincide with the payment of the Giorgio Severance Pay, or in the sole discretion of MVB in a lump sum. Upon separation from the Company, Mr. Giorgio would also be entitled to accrued, but unpaid, salary and benefits. Mr. Giorgio’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation, and non-interference, as well as non-competition for one (1) year in any U.S. state in which MVB or its affiliates does business and/or in which the employee performed services. If Mr. Giorgio’s employment was terminated without cause as of December 31, 2023, he would have been entitled to receive severance of $375,000 from MVB and all stock options and restricted stock units, totaling $153,498 would immediately vest. Mr. Greathouse has a written employment agreement with MVB, effective April 1, 2020. Mr. Greathouse’s current salary is $375,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Greathouse is eligible to participate in the MVB annual executive performance incentive plan. Mr. Greathouse’s employment may be terminated by MVB for cause or terminated without cause, and Mr. Greathouse may also terminate his employment for any reason, all subject to certain conditions and commitments, including, if terminated by MVB without cause, Mr. Greathouse would be entitled to all compensation that would have been payable through the applicable termination date and a severance payment of one year of the then current annual base salary (the “Greathouse Severance Payment”), provided that a general release of claims is executed and employee complies with all post-employment covenants. In the event Mr. Greathouse is terminated without cause upon a Change in Control, he would be entitled to the Greathouse Severance Payment and additional compensation equal to 0.5 times the Greathouse Severance Payment, payable on MVB regular payroll dates that coincide with the payment of the Greathouse Severance Pay, or in the sole discretion of MVB in a lump sum. Upon separation from the Company, Mr. Greathouse would also be entitled to accrued, but unpaid, salary and benefits. Mr. Greathouse’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation, and non-interference, as well as non-competition for one (1) year in any U.S. state in which MVB or its affiliates does business and/or in which the employee performed services. If Mr. Greathouse’s employment was terminated without cause as of December 31, 2023, he would have been entitled to receive severance of $375,000 from MVB and all stock options and restricted stock units, totaling $322,608 would immediately vest. Mr. Marion has a written employment agreement with MVB, effective June 29, 2020. Mr. Marion’s current salary is $375,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Marion is eligible to participate in the MVB annual executive performance incentive plan. Mr. Marion’s employment may be terminated by MVB for cause or without cause, and Mr. Marion may also terminate his employment for any reason, all subject to certain conditions and commitments, including, if terminated by MVB without cause, Mr. Marion would be entitled to all compensation that would have been payable through the applicable termination date and a severance payment of one year of the then current annual base salary (the “Marion Severance Payment”), provided that a general release of claims is executed and employee complies with all post-employment covenants. In the event Mr. Marion is terminated without cause upon a Change in Control, he would be entitled to the Marion Severance Payment and additional compensation equal to 0.5 times the Marion Severance Payment, payable on MVB regular payroll dates that coincide with the payment of the Greathouse Severance Pay, or in the sole discretion of MVB in a lump sum. Upon separation from the Company, Mr. Marion would also be entitled to accrued, but unpaid, salary and benefits. Mr. Marion’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition for one (1) year in any U.S. state in which MVB or its affiliates does business and/or in which the employee performed services. If Mr. Marion’s employment was terminated without cause as of December 31, 2023, he would have been entitled to receive severance of $375,000 from MVB and all stock options and restricted stock units, totaling $343,927 would immediately vest.

  69. Nonqualified Deferred Compensation Plan

    Nonqualified Deferred Compensation Plan Effective January 1, 2022, MVB adopted a nonqualified deferred compensation plan for all qualifying team members. Executive contributions and aggregate earnings (losses) for 2023 are summarized in the table below.

  70. Nonqualified Deferred Compensation Plan

    | Name | Executive Contributions in last FY ($) | Registrant Contributions in last FY ($) | Aggregate Earnings (Losses) in last FY ($) | Aggregate Withdrawals/Distributions ($) | Aggregate Balance at Last FYE ($) 1 | | Craig B. Greathouse | $5,858 | $0 | $9,254 | $0 | $68,821 | | John C. Marion | $1,649 | $0 | $1,215 | $0 | $9,401 |

  71. Nonqualified Deferred Compensation Plan

    1 The Aggregate balances at the last fiscal year end previously were reported as compensation in the Summary Compensation Table for the listed executives except to the extent that such balances reflect earnings, none of which were preferential or ‘above market’ earnings. MVB did not make any Company contributions to the nonqualified deferred compensation plan in 2023.

  72. CEO Pay Ratio

    CEO Pay Ratio We are providing the following information about the relationship between the annual total compensation of our team members and the annual total compensation of Larry F. Mazza, our year-end CEO. For fiscal 2023, MVB’s last completed fiscal year: •the median of the annual total compensation of all team members at MVB, including its consolidated subsidiaries (other than CEO Larry F. Mazza), was $75,000 •the annual total compensation of Larry F. Mazza, MVB's CEO was $2,801,640 Based on this information, the ratio for 2023 of the annual total compensation of MVB’s CEO to the median of the annual total compensation of all team members is approximately 35.2 to 1. With respect to the annual total compensation of the CEO, MVB used the amount reported in the “Total” column of 2023 Summary Compensation Table. In comparison to our peer group, MVB is just above the median. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median-compensated team member and calculating the pay ratio based on that team member’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their team member populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different team member populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.

  73. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and Non-PEO NEOs and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  74. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment based on: | | | | | Year | Summary Compensation Table “SCT” Total for PEO1 | Compensation Actually Paid to PEO 2 3 | Average SCT Total for Non-PEO NEOs | Average Compensation actually paid to Non-PEO NEOs | Total Shareholder Return “TSR”4 | Peer Group TSR | Company’s Net Income (000) | Earnings Per Share (Basic) 5 | | 2023 | $2,801,640 | $2,492,955 | $788,755 | $753,203 | $98.84 | $96.65 | $31,006 | $2.46 | | 2022 | $1,468,144 | $(643,626) | $612,817 | $164,257 | $93.49 | $97.52 | $14,387 | $1.23 | | 2021 | $2,116,982 | $5,244,237 | $749,004 | $1,349,422 | $172.56 | $124.06 | $38,696 | $3.32 | | 2020 | $2,025,783 | $1,861,903 | $950,376 | $800,751 | $93.04 | $89.68 | $37,411 | $3.13 |

  75. Pay Versus Performance

    1 Larry F. Mazza was our PEO for each year presented. The individuals comprising the Non-PEO named executive officers for each year presented are listed below.

  76. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | | Donald T. Robinson | Donald T. Robinson | Donald T. Robinson | Donald T. Robinson | | John T. Schirripa | John T. Schirripa | Craig B. Greathouse | Craig B. Greathouse | | Craig B. Greathouse | Craig B. Greathouse | John C. Marion | John C. Marion | | John C. Marion | John C. Marion | | Michael L. Giorgio | | H. Edward Dean, III | | | |

  77. Pay Versus Performance

    2 The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3 Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards and Option Awards column are the totals from the Stock Awards and Option Awards columns set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table. There are no amounts shown in the Inclusion of Pension Service Cost because our defined benefit retirement plan is frozen and no service after May 31, 2014, is taken into account in determining a benefit. The Summary Compensation Table numbers for 2021 and 2022 (as reported in our 2022 and 2023 proxy statements, respectively) were corrected to remove the amounts that were improperly included in the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column of the summary compensation table (a) for 2021, for Mr. Robinson and Mr. Schirripa, and (b) for 2022, for Mr. Greathouse and Mr. Marion. We have correspondingly included footnotes for 2021 and 2022, below, that reflect the corrected amounts for the Exclusion of Change in Pension Value.

  78. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO $ | Exclusion of Change in Pension Value for PEO $ | Exclusion of Stock Awards and Option Awards for PEO $ | Inclusion of Pension Service Cost for PEO $ | Inclusion of Equity Values for PEO $ | Compensation Actually Paid to PEO $ | | 2023 | 2,801,640 | (44,362) | (797,471) | 0 | 533,148 | 2,492,955 | | 2022 | 1,468,144 | 0 | (552,402) | 0 | (1,559,368) | (643,626) | | 2021 | 2,116,982 | (196) | (506,940) | 0 | 3,634,391 | 5,244,237 | | 2020 | 2,025,783 | (75,236) | (506,969) | 0 | 418,325 | 1,861,903 |

  79. Pay Versus Performance

    | Year | Average Summary Compensation Table Total for Non-PEO NEOs $ | Average Exclusion of Change in Pension Value for Non-PEO NEOs $ | Average Exclusion of Stock Awards and Option Awards for Non-PEO NEOs $ | Average Inclusion of Pension Service Cost for Non-PEO NEOs $ | Average Inclusion of Equity Values for Non-PEO NEOs $ | Average Compensation Actually Paid to Non PEO NEOs $ | | 2023 | 788,755 | (1,590) | (191,100) | 0 | 157,138 | 753,203 | | 2022 | 612,817 | 0 | (174,984) | 0 | (273,576) | 164,257 | | 2021 | 749,004 | 0 | (139,258) | 0 | 739,676 | 1,349,422 | | 2020 | 950,376 | (100,863) | (98,671) | 0 | 49,909 | 800,751 |

  80. Pay Versus Performance

    The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:

  81. Pay Versus Performance

    | Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for PEO ($) | Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2023 | 1,030,522 | (157,888) | 0 | (339,486) | 0 | 0 | 533,148 | | 2022 | 251,561 | (1,812,034) | 0 | 1,105 | 0 | 0 | (1,559,368) | | 2021 | 522,138 | 2,592,157 | 0 | 520,096 | 0 | 0 | 3,634,391 | | 2020 | 888,635 | (175,312) | 0 | (294,998) | 0 | 0 | 418,325 |

  82. Pay Versus Performance

    | Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Vesting-Date Fair Value of Equity Awards Granted During Year that Vested During Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Average Fair Value at Last Day of Prior Year of Equity Awards Forfeited During Year for Non-PEO NEOs ($) | Average Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Included for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2023 | 240,173 | (31,933) | 0 | (51,103) | 0 | 0 | 157,138 | | 2022 | 79,181 | (332,031) | 0 | (20,726) | 0 | 0 | (273,576) | | 2021 | 137,678 | 477,614 | 0 | 124,384 | 0 | 0 | 739,676 | | 2020 | 175,655 | (35,741) | 0 | (90,005) | 0 | 0 | 49,909 |

  83. Pay Versus Performance

    4 The Peer Group TSR set forth in this table utilizes the KBW Bank Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2023. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Company and in the KBW Bank Index, respectively. 5 We determined Earnings per Share to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2023. Earnings per Share may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid, Company Total Shareholder Return (“TSR”) and Peer Group TSR The following chart sets forth the relationship between the Compensation Actually Paid to our PEO, the average Compensation Actually Paid to our Non-PEO NEOs, the cumulative TSR over the four most recently completed fiscal years for the Company, and the KBW Bank Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Net Income during the four most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Earnings per Share The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Earnings per Share during the four most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Company considers having been the most important in linking Compensation Actually Paid to our PEO and Non-PEO NEOs for 2023 to Company performance. The measures in this table are not ranked.

  84. Pay Versus Performance

    | Earnings Per Share | | Total Deposit Growth | | Total Non-Interest Income | | Charge Offs/Total Loans | | Net Loan Growth | | Relative TSR | | Return on Assets | | Tangible Book Value Growth |

  85. Proposal No. 1 - Election of Directors

    Proposal No. 1 - Election of Directors The Board has nominated directors Ebert, Nelson, and Owen to be elected to serve on our Board for a three-year term and until their successors are duly elected and qualified at the 2027 annual meeting of shareholders. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the three nominees named in this Proxy Statement. Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the proxy card or, if no direction is made, for the election of the Board’s three nominees. Directors are elected by a plurality of the votes cast. The nominees receiving the highest number of “for” votes in each class—three in the class elected at the Annual Meeting—will be elected as directors of the Company. Therefore, votes withheld and broker non-votes will not affect the outcome of the election of directors. As required by West Virginia law, each share is entitled to one vote per nominee, unless a shareholder properly notifies MVB of his or her intent to cumulate his or her votes for directors at least 48 hours before the meeting. If a shareholder properly notifies MVB of such intent to cumulate his or her votes, then each MVB shareholder will have the right to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among two or more candidates. If any shares are voted cumulatively for the election of directors, the proxies, unless otherwise directed, shall have full discretion and authority to cumulate their votes and vote for less than all such nominees. For all other purposes, each share is entitled to one vote. The term of any incumbent director who is not reelected, and has not earlier resigned, will end on the date that is the earlier of (a) 90 days after the date on which the voting results for the Annual Meeting are determined by the inspector of election, or (b) the date on which the Board selects a person to fill the office held by that director in accordance with MVB’s Bylaws. Each of the directors nominated by the Board has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. If any nominee is unable or declines to serve as a director at the time of the Annual Meeting, the proxy holders may vote for any nominee designated by the present Board to fill the vacancy. There are no family relationships among MVB’s executive officers and directors. For more information on the director nominees, please see the biographies of the director nominees beginning on page 22. The Board of Directors unanimously recommends that you vote “FOR ALL” the nominees to be elected to the Board of Directors for the expiring terms indicated.