DEF 14A of MVB Financial Corp, Apr 7, 2025

DEF 14A of MVB Financial Corp

Filed Apr 7, 2025 · FY20240001277902-25-000057

Open on EDGAR

  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. 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. In connection with the annual board assessment process, in early 2025 the N&CG Committee recommended increasing the board size from nine to eleven directors and appointed Glen Herrick (effective January 23, 2025) and Victor Maculaitis (effective February 28, 2025), each for a term to expire at the 2025 Annual Meeting of Shareholders. Messrs. Herrick and Maculaitis will be assigned to the current director class that will next stand for re-election in 2028. Effective at the 2025 Annual Meeting of Shareholders, the size of the Board will be reduced to eight directors, with only Messrs. Herrick and Maculaitis standing for re-election. The N&CG Committee and the full Board have determined that eight directors is an appropriate size for our Board and the Company’s current needs. The Board may decide in the future to increase the size of the board and appoint additional directors after the 2025 Annual Meeting of Shareholders, depending on any skills and experiences that any future director candidates may possess. As a result, three of our current directors, Messrs. Holt and LeDonne and Ms. Slader, with expiring terms will not be standing for re-election at the 2025 Annual Meeting of Shareholders.

  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 2025 Annual Meeting. Nominations for election to the Board for the 2026 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 19, 2026.

  5. Nominees for Election

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

  6. Nominees for Election

    | Name | Age | Year First Elected or Appointed | Year Term Ends | Position | | Glen W. Herrick | 62 | 2025 | 2028 | Director | | Victor R. Maculaitis | 45 | 2025 | 2028 | 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 the Record Date:

  8. Nominees for Election

    | | Glen W. Herrick MVB Director Nominee (3- year term) | | | Glen W. Herrick, 62, brings more than three decades of experience on both sides of the bank-Fintech partnership relationship. In 2024, he served as a senior advisor for an advisory group. Prior to that, Herrick was Chief Financial Officer of Pathward Financial, fka MetaBank, a leading BaaS firm providing payments, deposit products, consumer lending and commercial finance solutions. While there he also founded Pathward Ventures, which has successfully made early- and mid-stage investments in financial technology firms. | | Before his 11 years at Pathward, he spent 20 years at Wells Fargo, where he served in various finance, treasury, risk management and compliance roles. As the Senior Vice President of Corporate Finance & Treasury he led resolution and recovery planning for the company, among other responsibilities. Mr. Herrick also served as the CFO of Wells Fargo’s $34 billion Education Finance Division, providing strategic leadership during a period of unprecedented growth. Earlier in his career, he spent time as an industrial engineer at Ingersoll-Rand and served multiple global assignments as an officer in the U.S. Army. Mr. Herrick graduated from the United States Military Academy at West Point with a B.S. in Engineering Management, holds an MBA from the University of South Dakota and graduated from the Stonier Graduate School of Banking. He serves on the boards of Central Bank (IA), a family-owned community banking organization with $2.3 billion in assets, the South Dakota Folds of Honor, the First Tee of South Dakota and Augustana University’s School of Business, where he co-created the university’s first Fintech academic major. Mr. Herrick currently serves on MVB’s Audit and Finance Committees. He also serves as a member of the board of directors of MVB Bank. With his career focus on leading strategy, finance, investing, planning, forecasting, investor relations and corporate development efforts as a Chief Financial Officer in the banking, specialty finance, capital markets and Fintech sectors, he will provide valuable expertise to the Board as we pursue the growth vehicles of MVB’s strategic plan. | |

  9. Nominees for Election

    | | Victor R. Maculaitis MVB Director Nominee (3-year term) | | | Victor R. Maculaitis, 45, is the Founder and Managing Partner of i3strategies®, a leading market research and strategy consultant with global clients across private equity/venture capital, professional services/tech and finance. Mr. Maculaitis’ career began with the U.S. Government in 2002. Upon moving to the private sector at 28, he was recruited into his first board-appointed BSA/AML Officer role at a $20 billion bank holding company in Chicago. He subsequently held management roles at Zions Bancorporation, First Republic Bank and Banc of California. | | Over the last decade, Mr. Maculaitis has founded and built successful services and technology businesses focused on modernizing the Financial Crime Risk and Compliance space. He has completed Executive Education in Corporate Governance from Harvard Business School, is an alumnus of UCLA Anderson’s School of Management and holds undergraduate degrees from Walsh University and The University of Akron. Mr. Maculaitis currently serves on MVB’s Audit Committee, Compensation Committee, and Risk & Compliance Committee. He also serves as a member of the board of directors of MVB Bank. We believe with more than 20 years of professional experience as an industry leader, entrepreneur and business operator with niche experience in the Financial Crime Risk and Compliance industry, Mr. Maculaitis’ expertise will be an asset to the Board as MVB continues to execute our strategic plan. | |

  10. Compensation of Directors

    Compensation of Directors Our Compensation Committee periodically reviews and recommends updates to the director compensation program for our Board to approve. No changes were made to the form or amount of director compensation for 2024. 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. All values stated are rounded to the nearest dollar.

  11. Compensation of Directors

    | 2024 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 |

  12. Compensation of Directors

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

  13. Director Compensation - Fiscal Year 2024

    Director Compensation - Fiscal Year 2024

  14. Director Compensation - Fiscal Year 2024

    | Director Name | Fees Earned or Paid in Cash1 | Stock Awards2,3 | Total | | W. Marston Becker | $118,000 | $74,995 | $192,995 | | John W. Ebert | $71,083 | $74,995 | $146,078 | | Daniel W. Holt 4 | $46,000 | $74,995 | $120,995 | | Gary A. LeDonne4 | $86,333 | $74,995 | $161,328 | | Dr. Kelly R. Nelson | $82,417 | $82,192 | $164,609 | | Jan L. Owen | $69,500 | $82,192 | $151,692 | | Lindsay A. Slader4 | $43,000 | $74,995 | $117,995 | | Cheryl D. Spielman | $79,000 | $82,192 | $161,192 |

  15. Director Compensation - Fiscal Year 2024

    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, 2024 at a share price of $18.73 per share for 4,004 shares, which will be fully vested on June 1, 2025. Directors Dr. Nelson, Owen, and Spielman were awarded an additional 380 shares, which will be vested on October 1, 2025. The stated values for each director represent the grant date fair value of the respective equity award granted to the director as computed in accordance with Financial Accounting Standards Board (“FASB”). Accounting Standards Codification (“ASC”) Topic 718. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 3 There are 10,000 unexercised options outstanding for directors as of December 2024. 4 Directors Holt, LeDonne and Slader will retire from the Board on May 20, 2025.

  16. 2024 Compensation Decisions and Incentive Plan Results

    2024 Compensation Decisions and Incentive Plan Results

  17. •2024 Executive Annual Incentive Plan Results

    •2024 Executive Annual Incentive Plan Results •Overall, our annual incentive plan remained predominantly based on the achievement of financial goals which resulted in a 2024 plan payout of 102.67% of target, slightly lower than the payout related to financial results for 2023. •The fifth incentive goal is tied to the Executive’s Individual Performance Scorecard Rating which determines the direction of the NEO’s actual payout. •Year-end Tier 1 Capital Ratio was strong (11.2%) exceeding the initial trigger needed to allow for any bonus payouts. •Earnings per share fell slightly from $1.77 per share in 2023 to $1.56 per share in 2024, landing just above the threshold level performance and resulting in a payout of 86% of target. •Total Noninterest Expense increased slightly from $120.0 million in 2023 to $122.2 million in 2024, beating the target performance level resulting in a payout of 128% of target. •Total Core Deposits fell by $116.8 million in 2024, reflective of challenging environment for growing deposits resulting in no payout for this metric. •Charge-Offs/Total Loans improved from 0.40% in 2023 to 0.21% in 2024, exceeding the maximum performance level and resulting in a payout of 200% of target. •All NEO’s met or exceeded the individual performance scorecard threshold rating of 3.0, resulting in overall payouts of between 106.7% and 122.7% of target. Our executives received no other bonuses in 2024 (e.g., transaction or special bonuses) other than those tied to Company financial results & individual performance as discussed above as well as later in the CD&A.

  18. •2022-2024 Performance-based RSUs Results

    •2022-2024 Performance-based RSUs Results Performance-based RSU continue to account for the majority (50%) of our executives long-term incentive awards. Tangible Book Value per Share and relative TSR performance for the three-year period from 2022-2024 were both below the threshold performance goal resulting in no payout for performance-based RSUs awarded in 2022 for the period from 2022 to 2024 and reflecting our below average shareholder returns over the three-year period. Performance-Based RSU for the 2021-23 period also did not result in payout. •Three-year average Tangible Book Value per Share of $22.02 fell below the threshold goal of $29.00, resulting in no payout. •Three-year TSR of -44.2% ranked at the 3rd percentile of the relative TSR peer group, falling below the threshold goal of 25th percentile, resulting in no payout.

  19. •Pay for Performance

    •Pay for Performance Our compensation program is grounded in a pay-for-performance philosophy. This is clear in the design of our annual incentive plan, which ties 80% of payout to the achievement of our annual financial goals. The same applies as our approach to long-term incentives, which delivers 50% of the target value in performance-based RSU based on accomplishing long-term objectives. Our philosophy is performance-based. For those Team Members in similar positions, we strive to award our strongest performers the most pay. Outstanding performance receives outstanding rewards. Our incentive plans are designed to drive and improve individual and business performance. Each plan requires measurable goals and objectives to be set, communicated, achieved, and audited prior to any award made. Award eligibility varies based on a Team Member’s level within the Company, their ability to drive results as well as relevant market pay data. Those with unacceptable performance are not eligible for incentive awards or merit increases.

  20. •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). The target salary is within a range of approximately +/-10% of the market median pay rate. Salary ranges are reviewed annually and may be adjusted to maintain a competitive pay structure. High-level performers are mentored and prepared for the next level in their careers.

  21. 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 and continue to approximate competitive total pay opportunities for banks of similar asset size.

  22. 2024 Peer Group

    2024 Peer Group Our Compensation Committee, with the support of Pay Governance, reviews the continued appropriateness of our peer group on an annual basis. The 2024 executive compensation peer group was selected using the following criteria: •Assets: $1.0B -$10B; •Location: From across the country (not just in MVB's area) •Market Cap: $100M - $1.5B •Asset and Deposit Growth: >10% Trend •Market Cap to Book Ratio >1.0x •Market Cap to Revenue Ratio >2.0x •Business Model Differentiation: FinTech Focus, Fintech Partnerships, Payments, Consulting, Venture Capital, Tech Forward Based on the review conducted for 2024, The Bancorp, Inc. was removed from the peer group and two companies, Blue Ridge Bankshares, Inc. and MainStreet Bancshares, Inc. were added to the peer group. The resulting peer group of 16 companies is outlined below (the “Peer Group”):

  23. 2024 Peer Group

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

  24. 2024 Annual Incentive Plan

    2024 Annual Incentive Plan Our Annual Incentive Plan has a two-tiered performance evaluation structure: 1.Tier 1 Capital Ratio Metric – set at a level consistent with regulatory requirements (9.5%) to emphasize the importance of maintaining the financial strength and stability of the Company before any bonus can be paid. 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, expense management, 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. Our target objectives for 2024 generally required improvement over the targets and actual results for 2023. Five goals were set, with equal weighting with non-individual performance goals, all based on MVB Bank and MVB performance:

  25. 2024 Annual Incentive Plan

    | Primary Trigger: Tier 1 Capital Ratio Target: 9.5% Actual: 11.2% | | | | | | | 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 12/31/24 | | Earnings per Share (“EPS”) | 20% | $1.55 | $1.80 | $2.00 | $1.56 | | Total Noninterest Expense | 20% | $130,000,000 | $125,000,000 | $115,000,000 | $122,226,685 | | Charge Offs/Total Loans | 20% | 0.50% | 0.40% | 0.30% | 0.21% | | Total Core Deposits Growth | 20% | $50,000,000 | $100,000,000 | $150,000,000 | $(116,844,235) | | Individual Performance Scorecard Rating | 20% | N/A | N/A | N/A | Ratings varied |

  26. 2024 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 2024. In February 2025 the Compensation Committee evaluated the performance of the Company under the 2024 Annual Incentive Plan. 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 2024, 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.

  27. 2024 Annual Incentive Plan

    | Named Executive Officer | 2024 Salary ($) | Pro-rated Salary ($) | Target (%) | Threshold 85% ($) | Target 100% ($) | Maximum 200% ($) | 2024 Incentive Payout | | Larry F. Mazza | $850,000 | $850,000 | 75% | $541,875 | $637,500 | $1,275,000 | $680,213 | | Donald T. Robinson | $525,000 | $525,000 | 40% | $178,500 | $210,000 | $420,000 | $257,670 | | Michael L. Giorgio | $375,000 | $375,000 | 35% | $111,563 | $131,250 | $262,500 | $146,344 | | Craig B. Greathouse | $375,000 | $375,000 | 35% | $111,563 | $131,250 | $262,500 | $161,044 | | Joseph R. Rodriguez* | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

  28. 2024 Annual Incentive Plan

    *Mr. Rodriguez joined MVB in November 2024 and was not eligible for an annual incentive payout.

  29. 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.

  30. 2024 Equity Grants

    2024 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 2024. 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: •50% of target value delivered as time-based equity awards (RSUs); and •50% of target value delivered as performance-based equity awards (performance RSUs) The performance RSUs will vest based upon internal Tangible Book Value (“TBV”) per Share (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 per Share 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 2024, MVB’s NEOs received the following grants pursuant to the plan which were lower in terms of the number of shares awarded in 2023 reflecting a slightly higher stock price basis.

  31. 2024 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% | 15,021 | $18.39 | 7,510 | $18.70 | 7,510 | $18.70 | | Donald T. Robinson | 50% | 7,137 | $18.39 | 3,568 | $18.70 | 3,568 | $18.70 | | Michael L. Giorgio | 35% | 3,568 | $18.39 | 1,784 | $18.70 | 1,784 | $18.70 | | Craig B. Greathouse | 35% | 3,568 | $18.39 | 1,784 | $18.70 | 1,784 | $18.70 | | Joseph R. Rodriguez | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | John C. Marion 1 | 35% | 3,568 | $18.39 | 1,784 | $18.70 | 1,784 | $18.70 |

  32. 2024 Equity Grants

    1 Mr. Marion forfeited unvested equity upon separation from MVB.

  33. 2024-2026 Performance-Based RSUs Results

    2024-2026 Performance-Based RSUs Results Our performance-based RSUs are earned based on the performance of two equally weighted metrics: cumulative TBV per Share and cumulative EPS. These metrics are used as the basis for initially determining the performance RSUs earned for the three-year period from 2024 to 2026. •Tangible Book Value per Share (“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.

  34. 2024-2026 Performance-Based RSUs Results

    | | Weight | Below Threshold | At Threshold | Target | Maximum | | Cumulative TBV | 50% | <$74.25 | $74.25 | $80.15 | $87.15 | | Cumulative EPS | 50% | <$5.75 | $5.75 | $6.21 | $6.69 | | 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 cannot increase results in excess of 200% of an executive’s target performance RSU award. | | | | | |

  35. 2022-2024 Performance-Based RSUs Results

    2022-2024 Performance-Based RSUs Results The performance period for the performance-based RSUs granted in 2022 ended on December 31, 2024. The 2022 awards were equally divided between average TBV per Share and relative TSR performance. Each of the TBV per Share and relative TSR goals, results and payouts are described below.

  36. 2022-2024 Average Tangible Book Value per Share Awards

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | $29.00 | $29.00 | $33.00 | $22.02 | 0% |

  37. 2022-2024 Relative TSR Awards

    2022-2024 Relative TSR Awards

  38. 2022-2024 Relative TSR Awards

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | 25th Percentile | 50th Percentile | 75th Percentile | 3rd Percentile | 0% |

  39. 2022-2024 Relative TSR Awards

    As illustrated above, no payout was earned under the TBV per Share or relative TSR performance awards for the 2022-2024 period.

  40. Timing of Equity Awards

    Timing of Equity Awards The Compensation Committee does not take material nonpublic information into account when determining the timing or terms of equity award grants, and the Company does not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation. The 2024 grants will be made immediately upon approval by the Committee. The Committee has determined that in future years, all annual compensation grants will be made May 1 of the year of grant following Compensation Committee meeting, typically held in April.

  41. 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, resignation by the employee, and termination in the event of the death of the employee. If terminated by reason of the death of the employee, the employee (or his or her estate) 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 in the section below.

  42. 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 Messrs. Mazza, Robinson, Giorgio, or Greathouse is terminated without cause, and, 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 pursuant to the respective employment agreement. Mr. Marion's employment agreement terminated in connection with his voluntary resignation in August 2024 with no payout by the Company. 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.

  43. Summary Compensation Table

    Summary Compensation Table The following information is prepared based on positions as of 2024. In 2024, compensation was paid to team members by MVB or MVB Bank, unless otherwise noted. The following table summarizes compensation paid to the NEO for the periods indicated. Unless otherwise indicated, stated amounts are rounded to the nearest dollar.

  44. 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 and MVB Bank | 2024 | $850,000 | $0 | $557,110 | $0 | $680,213 | $0 | $82,687 | $2,170,010 | | | 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 | | Donald T. Robinson President, and Chief Financial Officer, MVB and MVB Bank | 2024 | $525,000 | $0 | $246,693 | $0 | $257,670 | $0 | $39,217 | $1,068,580 | | | 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 | | Michael L. Giorgio EVP, Chief Information Officer | 2024 | $375,000 | $0 | $132,337 | $0 | $146,344 | $0 | $14,040 | $667,721 | | | 2023 | $151,442 | $0 | $0 | $61,825 | $58,565 | $0 | $5,294 | $277,126 | | Craig B. Greathouse EVP, Chief Administrative Officer, MVB and MVB Bank | 2024 | $375,000 | $0 | $132,337 | $0 | $161,044 | $0 | $26,687 | $695,068 | | | 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 | | Joseph R. Rodriguez Chief Risk Officer | 2024 | $43,077 | $125,000 | $0 | $0 | $0 | $0 | $28 | $168,105 | | John C. Marion EVP, Chief Risk Officer, MVB and MVB Bank | 2024 | $230,769 | $0 | $132,337 | $0 | $0 | $0 | $14,516 | $377,622 | | | 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 |

  45. 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 in 2023. 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 RSUs, respectively in 2023. The stated values for each NEO represent the grant date fair value for respective award granted to the NEO as computed accordance with FASB ASC Topic 718. For a description of the assumptions used in computing the aggregate grant date fair values of these awards, refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. 4 These amounts are calculated reflect the aggregate grant date fair value of options calculated in accordance with FASB ASC Topic 718, using the Black-Scholes option pricing model. 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. 6 Amounts are detailed in All Other Compensation below:

  46. Summary Compensation Table

    | ALL OTHER COMPENSATION | | | | | | | Name | Year | Board Fees 1 | 401(k) Matching Contribution 2 | Perquisites 3 | Total Other Compensation | | Larry Mazza | 2024 | $45,000 | $13,800 | $23,887 | $82,687 | | Don Robinson | 2024 | $0 | $13,800 | $25,417 | $39,217 | | Michael Giorgio | 2024 | $0 | $13,800 | $240 | $14,040 | | Brad Greathouse | 2024 | $0 | $13,800 | $12,887 | $26,687 | | John Marion | 2024 | $0 | $13,800 | $716 | $14,516 | | Joe Rodriguez* | 2024 | $0 | $0 | $28 | $28 |

  47. Summary Compensation Table

    1 Represents fees for board service for MVB Financial and Subsidiary Boards. 2 Represents the Company’s annual matching contribution to the Company’s 401(k) plan. 3 Perquisites include: auto allowance, employer paid BOLI life insurance, group term life insurance. No individual perquisite exceeded $25,000.

  48. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  49. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards Table - Fiscal Year 2024 | | | | | | | | | | | | | 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 (#) | Grant date fair value of stock and option awards ($) | | Name* | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Larry F. Mazza | 5/1/24 | $541,875 | $637,500 | $1,275,000 | | | | 15,021 | $276,236 | | | 5/1/24 | | | | 0 | 7,510 | 15,020 | 8,502 | $140,437 | | | 5/1/24 | | | | 0 | 7,510 | 15,020 | 8,502 | $140,437 | | Donald T. Robinson | 5/1/24 | $178,500 | $210,000 | $420,000 | | | | 7,137 | $131,249 | | | 5/1/24 | | | | 0 | 3,568 | 7,136 | 4,039 | $66,722 | | | 5/1/24 | | | | 0 | 3,568 | 7,136 | 4,039 | $66,722 | | Michael L. Giorgio | 5/1/24 | $111,563 | $131,250 | $262,500 | | | | 3,568 | $65,615 | | | 5/1/24 | | | | | 1,784 | 3,568 | | $33,361 | | | 5/1/24 | | | | | 1,784 | 3,568 | | $33,361 | | Craig B. Greathouse | 5/1/24 | $111,563 | $131,250 | $262,500 | | | | 3,568 | $65,615 | | | 5/1/24 | | | | 0 | 1,784 | 3,568 | 2,019 | $33,361 | | | 5/1/24 | | | | 0 | 1,784 | 3,568 | 2,019 | $33,361 | | John C. Marion | 5/1/24 | $111,563 | $131,250 | $262,500 | | | | 3,568 | $65,615 | | | 5/1/24 | | | | 0 | 1,784 | 3,568 | 1,836 | $33,361 | | | 5/1/24 | | | | 0 | 1,784 | 3,568 | 1,836 | $33,361 |

  50. Grants of Plan-Based Awards

    *Mr.. Rodriguez joined MVB in 2024 and received no grants or awards of plan-based compensation in 2024. 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 2024, the Compensation Committee granted 55 option awards, excluding the executive team and each of the NEOs, totaling 35,250 shares at exercise prices ranging from $18.40 to $21.00 per share. In addition, excluding directors and the executive team, 57,541 time based RSUs and 44,038 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.

  51. Outstanding Equity Awards

    Outstanding Equity Awards

  52. Outstanding Equity Awards

    | Outstanding Equity Awards at Fiscal Year-End 2024 | | | | | | | | | | | | | | Option Awards | | | | | Stock Awards | | | | | Name | Grant Date of Award | 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 | 2/3/2016 | 100,000 | 0 | 0 | $12.50 | 2/3/2026 | | | | | | | 3/21/2017 | 50,000 | 0 | 0 | $12.85 | 3/21/2027 | | | | | | | 2/21/2018 | 100,000 | 0 | 0 | $19.65 | 2/21/2028 | | | | | | | 5/1/2020 | | | | | | 4,190 | $86,733 | 0 | $0 | | | 5/1/2021 | | | | | | 2,754 | $57,008 | 0 | $0 | | | 5/1/2022 | | | | | | 2,478 | $51,295 | 6,549 | $135,564 | | | 5/1/2023 | | | | | | 11,765 | $243,535 | 17,004 | $351,983 | | | 5/1/2024 | | | | | | 15,021 | $310,935 | 15,020 | $310,914 | | Donald T. Robinson | 2/3/2016 | 15,000 | 0 | 0 | $12.50 | 2/3/2026 | | | | | | | 9/21/2016 | 100,000 | 0 | 0 | $13.25 | 9/21/2026 | | | | | | | 3/21/2017 | 25,000 | 0 | 0 | $12.85 | 3/21/2027 | | | | | | | 2/21/2018 | 15,000 | 0 | 0 | $19.65 | 2/21/2028 | | | | | | | 5/1/2020 | | | | | | 1,144 | $23,681 | 0 | $0 | | | 5/1/2021 | | | | | | 818 | $16,932 | 0 | $0 | | | 5/1/2022 | | | | | | 1,177 | $24,364 | 3,112 | $64,418 | | | 5/1/2023 | | | | | | 5,590 | $115,713 | 8,078 | $167,215 | | | 5/1/2024 | | | | | | 7,137 | $147,736 | 7,136 | $147,715 | | Michael L. Giorgio | 7/31/2023 | 1,666 | 3,334 | 0 | $25.59 | 7/31/2033 | 0 | $0 | 0 | $0 | | | 12/15/2023 | 601 | 1,203 | 0 | $22.86 | 12/15/2033 | 0 | $0 | 0 | $0 | | | 5/1/2024 | | | | | | 3,568 | $73,858 | 3,568 | $73,858 | | Craig B. Greathouse | 5/7/2018 | 28,205 | 0 | 0 | $19.19 | 5/7/2028 | | | | | | | 9/4/2018 | 5,525 | 0 | 0 | $18.24 | 9/4/2028 | | | | | | | 5/1/2020 | | | | | | 770 | $15,939 | 0 | $0 | | | 5/1/2021 | | | | | | 572 | $11,840 | 0 | $0 | | | 5/1/2022 | | | | | | 589 | $12,192 | 1,556 | $32,209 | | | 5/1/2023 | | | | | | 2,795 | $57,857 | 4,038 | $83,587 | | | 5/1/2024 | | | | | | 3,568 | 73,858 | 3,568 | 73,858 | | Joseph R. Rodriguez | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

  53. Option Exercises and Stock Vesting

    Option Exercises and Stock Vesting

  54. Option Exercises and Stock Vesting

    | Option Exercises and Stock Vested - Fiscal Year 2024 | | | | | | | 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 | 0 | $0 | 28,510 | $527,046 | | Donald T. Robinson | 0 | $0 | 10,019 | $185,017 | | Craig B. Greathouse | 0 | $0 | 5,919 | $109,385 | | John C. Marion | 8,000 | $56,720 | 4,107 | $75,528 |

  55. 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 Rodriguez 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 the submission 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 (or his estate) 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, 2024, he would have been entitled to receive the sum of $2,406,829 which includes accrued vacation time from MVB and time-based RSUs, totaling $749,506 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, 2024, he would have been entitled to receive the sum of $785,030 which includes accrued vacation time from MVB and all stock options and RSUs, totaling $561,421 would immediately vest.

  56. 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 either terminated without cause or terminate his employment agreement for good reason 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, territory or city in which MVB does business and/or in which the employee performed services. If Mr. Giorgio’s employment was terminated without cause as of December 31, 2024, he would have been entitled to receive severance of $375,000 from MVB and all stock options and RSUs totaling $241,631 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, 2024, he would have been entitled to receive severance of $375,000 from MVB and all stock options and RSUs, totaling $288,173 would immediately vest. Mr. Rodriguez has an employment agreement with MVB, dated November 2, 2024. Mr. Rodriguez’s current salary is $400,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Rodriguez is eligible to participate in the MVB annual executive performance incentive plan. Mr. Rodriguez’s employment may be terminated by MVB for cause or terminated without cause, and Mr. Rodriguez may also terminate his employment for any reason, all subject to certain conditions and commitments under the proposed agreement, including, if terminated by MVB without cause, Mr. Rodriguez 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 “Rodriguez Severance Payment”), provided that a general release of claims is executed and employee complies with all post-employment covenants. In the event Mr. Rodriguez is either terminated without cause or terminates his employment for good reason upon a Change in Control, he would be entitled to the Rodriguez Severance Payment and additional compensation equal to 0.5 times the Rodriguez Severance Payment, payable on MVB regular payroll dates that coincide with the payment of the Rodriguez Severance Pay, or in the sole discretion of MVB in a lump sum. Upon separation from the Company, Mr. Rodriguez would also be entitled to accrued, but unpaid, salary and benefits. Mr. Rodriguez’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. Under the terms of the proposed agreement, if Mr. Rodriguez’s employment was terminated without cause as of December 31, 2024, he would have been entitled to receive severance of $400,000 from MVB.

  57. Retirement Plans/Pension Benefits

    Retirement Plans/Pension Benefits MVB provided a defined benefit retirement plan for all qualifying team members; however, the defined benefit plan has been frozen, and no service after May 31, 2014, is taken into consideration for determining a benefit. All qualifying team members actively employed on May 31, 2014, are 100% vested, but no subsequent vesting is contemplated. The defined benefit retirement plan provides for benefits based on the highest five consecutive years of earnings multiplied by 2 ½ times the years of service. Normal retirement age is 65. All retiree benefits are calculated in the same manner. The benefits payable to eligible NEOs are summarized in the table below:

  58. Retirement Plans/Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service | Present Value of Accumulated Benefit | Payments During Last Fiscal Year | | Larry F. Mazza | Allegheny Group Retirement Plan | 9.25 | $475,281 | None | | Donald T. Robinson | Allegheny Group Retirement Plan | 3.167 | $59,133 | None |

  59. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation Effective January 1, 2022, MVB adopted a nonqualified deferred compensation plan for all qualifying team members. Executive contributions and aggregate earnings (losses) for 2024 are summarized in the table below.

  60. Nonqualified Deferred Compensation

    | 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 | $14,903 | $0 | $6,641 | $0 | $90,365 | | John C. Marion 2 | $0 | $0 | $634 | $10,035 | $— |

  61. Nonqualified Deferred Compensation

    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 2024. 2 Upon separation from MVB, Mr. Marion was paid the balance within the Non qualified deferred compensation plan allocated to his deferrals and earnings.

  62. 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 2024, MVB’s last completed fiscal year: •We identified our median employee in 2023 based on the (estimated 2023 compensation reportable on Form W-2 for all employees on December 31, 2023) and there has been no change in our employee population or employee compensation arrangements during 2024 that we reasonably believe would impact the pay ratio disclosures for 2024. We calculated annual total compensation for the identified employee using the same methodology we use to calculate the total compensation of our NEOs as reported in the above 2024 Summary Compensation Table. •The median of the annual total compensation of all team members at MVB, including its consolidated subsidiaries (other than CEO Larry F. Mazza), was $84,413 •the annual total compensation of Larry F. Mazza, MVB's CEO was $2,170,010 Based on this information, the ratio for 2024 of the annual total compensation of MVB’s CEO to the median of the annual total compensation of all team members is approximately 27.1 to 1. With respect to the annual total compensation of the CEO, MVB used the amount reported in the “Total” column of 2024 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.

  63. 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.

  64. 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 | | 2024 | $2,170,010 | $1,888,357 | $595,419 | $493,896 | $94.69 | $112.46 | $20,245 | $1.56 | | 2023 | $2,801,640 | $2,492,955 | $788,755 | $753,203 | $99.42 | $84.71 | $31,006 | $2.46 | | 2022 | $1,468,144 | $(643,626) | $612,817 | $164,257 | $94.52 | $88.97 | $14,387 | $1.23 | | 2021 | $2,116,982 | $5,244,237 | $749,004 | $1,349,422 | $169.99 | $116.64 | $38,696 | $3.32 | | 2020 | $2,025,783 | $1,861,903 | $950,376 | $800,751 | $92.39 | $86.37 | $37,411 | $3.13 |

  65. Pay Versus Performance

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

  66. Pay Versus Performance

    | 2020 | 2021 | 2022 | 2023 | 2024 | | Donald T. Robinson | 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 | Craig B. Greathouse | John C. Marion | John C. Marion | John C. Marion | | John C. Marion | John C. Marion | | Michael L. Giorgio | Michael L. Giorgio | | H. Edward Dean, III | | | | Joseph R. Rodriguez |

  67. 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.

  68. 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 $ | | 2024 | 2,170,010 | 0 | (557,110) | 0 | 275,457 | 1,888,357 |

  69. 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 $ | | 2024 | 595,419 | 0 | (128,741) | 0 | 27,218 | 493,896 |

  70. 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:

  71. 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 $ | | 2024 | 641,149 | (261,203) | 0 | (104,489) | 0 | 0 | 275,457 |

  72. 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 $ | | 2024 | 121,848 | (38,674) | 0 | (16,374) | (39,582) | 0 | 27,218 |

  73. 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, 2024. 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 2024. 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 five most recently completed fiscal years. The chart also compares the Company’s cumulative TSR to that of the KBW Bank Index 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 five 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 five 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 2024 to Company performance. The measures in this table are not ranked.

  74. 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 |

  75. Proposal No. 1 - Election of Directors

    Proposal No. 1 - Election of Directors The Board has nominated directors Herrick, and Maculaitis to be elected to a three-year term until their successors are duly elected and qualified at the 2028 annual meeting of shareholders. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the two 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 two nominees. Directors are elected by a plurality of the votes cast. The nominees receiving the highest number of “for” votes 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 21. The Board unanimously recommends that you vote “FOR ALL” the nominees to be elected to the Board for the terms indicated.