DEF 14A of MVB Financial Corp, Apr 7, 2026

DEF 14A of MVB Financial Corp

Filed Apr 7, 2026 · FY20250001277902-26-000048

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, the N&CG Committee recommended the appointment of Rick Cordella (effective June 4, 2025) and Adam Famularo (effective February 17, 2026), each for a term to expire at the 2026 Annual Meeting of Shareholders. Mr. Famularo will be assigned to the director class that will next stand for re-election in 2028, and Mr. Cordella will be assigned to the current director class that will next stand for re-election in 2029. Beginning with the 2026 Annual Meeting of Shareholders, the Board’s size will be reduced to eight members, following Mr. Becker’s decision not to seek re-election and Mr. Herrick’s resignation. N&CG Committee and the full Board have concluded that an eight-member Board is well-suited to meet the current needs of the Company. However, the Board retains the flexibility to expand its membership and appoint additional directors after the 2026 Annual Meeting, should the need arise to add specific skills or experience that future director candidates may offer.

  3. Director Orientation and Continuing Education

    Director Orientation and Continuing Education The Company maintains an orientation program designed to immerse newly appointed directors in the Company's businesses, strategies, operational priorities, and governance policies. Through a combination of management briefings, facility visits, and comprehensive written materials, the orientation program is tailored to equip each new director with the foundational Company and industry knowledge necessary to contribute meaningfully and effectively to Board deliberations from the outset of their service. The Board is equally committed to the ongoing development of its members. The Company provides regular continuing education opportunities designed to deepen directors' understanding of evolving industry dynamics, emerging risks, regulatory developments, and best practices in corporate governance. These programs are delivered through a variety of formats, including internally developed curricula led by senior management and subject-matter experts, as well as externally presented programs offered by recognized third-party providers. Directors are also encouraged to attend relevant conferences and seminars at the Company's expense.

  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 2026 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 four director candidates.

  6. Nominees for Election

    | Name | Age | Year First Elected or Appointed | Year Term Ends | Position | | Richard J. Cordella, Jr. | 49 | 2025 | 2029 | Director | | Adam F. Famularo | 50 | 2026 | 2028 | Director | | Larry F. Mazza | 65 | 2005 | 2029 | President & CEO & Director | | Cheryl D. Spielman | 71 | 2019 | 2029 | 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

    | | Richard J. Cordella, Jr. MVB Director Nominee (3-year term) | | | .Mr. Cordella has served as President of NBC Sports since September 2023, overseeing all aspects of NBC Sports’ collection of brands and platforms, which includes NBC Sports, NBC Olympics, NBC Sports Digital and NBCSN. In addition, Mr. Cordella works with NBC Local on the company’s Regional Sports Network strategy, and he also oversees Sports on Peacock. | | Mr. Cordella joined NBCU in 2006 and has served in a variety of leadership roles. In 2022, he was named President, Programming, NBC Sports and Peacock Sports, where he led NBCU’s sports programming strategy across broadcast, cable and streaming, as well as oversaw sports betting, sports fantasy and related efforts. Mr. Cordella previously served as Chief Commercial Officer, Peacock, NBCUniversal, where he led business efforts across several content pillars, including sports, streaming channels, and live events. Prior to that role, Mr. Cordella served as Peacock’s Chief Revenue Officer. Before Peacock, he served as Executive Vice President and General Manager, Digital Media, NBC Sports Group. He began as General Manager for NBC Sports Digital in 2009, and expanded responsibility and leadership, ultimately becoming Executive Vice President and General Manager in September 2016. During this time, Mr. Cordella served on the Board of Directors of Fanduel. Mr. Cordella previously served as General Manager, Fantasy Sports, where he managed NBC Sports’ fantasy sports properties, including Rotoworld.com, SnapDraft.com, Allstarstats.com and Sandbox.com. He joined NBC Sports in August 2006. A nine-time Sports Emmy Award-winner, Mr. Cordella was named one of SportsBusiness Journal’s “Forty Under Forty” as one of the best and the brightest of the rising generation in sports business in 2012 and 2014. He graduated from Providence College in 1999 with a B.S. in Business Management and a minor in Computer Science and holds an MBA from Boston College. Mr. Cordella currently serves on MVB’s Finance Committee and Nominating and Corporate Governance Committee. He also serves as a member of the Board of Directors of MVB Bank. We believe Mr. Cordella’s extensive leadership experience in digital innovation, strategic growth, and corporate governance, aligns well with MVB’s goals for technological advancement and long-term success. | |

  9. Nominees for Election

    | | Adam F. Famularo MVB Director Nominee (2-year term) | | | Mr. Famularo brings extensive experience in financial technology and artificial intelligence to MVB's Board. Since 2021, he has served as CEO of WorkFusion, a pioneer in agentic AI for financial crime compliance. Mr. Famularo also serves on the Boards of Lucidworks, DQ Labs, Inc. and First Due Size-Up. Famularo is dedicated to developing industry leading software, ensuring customer and partner success, building world-class teams and delivering great returns for customers, shareholders, and investors. | | Prior to WorkFusion, Mr. Famularo served as CEO at erwin, Inc., which was acquired by Quest Software. As a co-founder of erwin, in collaboration with Parallax Capital Partners, he helped the world’s largest organizations discover, manage, protect, and leverage enterprise data to drive successful digital transformation. His earlier experience includes leadership roles at Verizon, where he oversaw the enterprise partner organization world-wide, and CA Technologies, where he served as a Senior Vice President and General Manager for Cloud Computing business and Storage & Data Management business units. Mr. Famularo is a frequent contributor to industry publications and serves on the National Advisory Council for Donorschoose.org, a charity focused on helping children succeed in the classroom. He is a graduate of Harvard Business School’s General Management Program and holds a master’s degree from Dowling College and a bachelor’s degree from SUNY Oneonta. Mr. Famularo currently serves as Chair of MVB’s Finance Committee. He also serves as a member of the board of directors of MVB Bank. We believe Mr. Famularo is a visionary business leader in agentic AI and fighting financial crime and will be an invaluable asset as MVB continues to grow and scale in an ever-changing financial landscape. | |

  10. Nominees for Election

    | | Larry F. Mazza MVB President and CEO and Director Nominee (3- year term) | | | A recognized banking and financial services executive, Larry F. Mazza, 65, President and Chief Executive Officer and Director, embraces 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 over 400 Team Members and Fintech clients from coast to coast. During Mr. Mazza’s tenure at MVB, total assets have grown to more than $3.3 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. As an MVB Director, Mr. Mazza serves on MVB Bank’s ALCO, Loan Approval and Loan Review Committees. He also serves as Executive Chair of MVB Edge Ventures, an MVB subsidiary. As an entrepreneur, Mr. Mazza was a co-owner and business partner for 20 years of the global sports media business venture Football Talk, LLC, and its nationally recognized and highly successful website ProFootballTalk.com known as PFT, a key content provider for NBC Sports. Mr. Mazza continues to be an active trusted advisor to the enterprise. As civic-minded and business leader, Mr. Mazza serves as a board member of public companies and non-profit organizations. Appointed by four different governors since 2010, Mr. Mazza continues to serve as a member of the West Virginia Board of Banking and Financial Institutions. Mr. Mazza is a founding Board Member of Intercoastal Mortgage, LLC, one of the largest independent mortgage firms 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, Mr. Mazza served on PDC Energy’s Board, a NASDAQ-listed, Denver, Colorado, based mid-cap oil and gas company where he was on the Compensation Committee, Chair of the Nomination & Governance Committee and as a member of the Audit Committee. In 2023, PDC was acquired by Chevron Corporation. From 2020 to 2023, he served on the Board of Kraken Financial, a special purpose depository institution based in Wyoming. From 2017 to 2026, Mr. Mazza served on the Board of BillGO, a Fintech start up based in Colorado. In 2017, he became a National Association of Corporate Directors 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 (“BB&T”) West Virginia North region. His 20 years at BB&T (now Truist Bank), included serving as President of Empire National Bank and as Regional President of One Valley Bank. We believe that Mr. Mazza’s extensive business expertise, including as a CPA and CEO, in addition to his reputation as a visionary leader executing a business model that integrates the Fintech industry with traditional banking make him qualified to serve as a member of the Board. | |

  11. Nominees for Election

    | | Cheryl D. Spielman MVB Director Nominee (3-year term) | | | Cheryl D. Spielman, 71, 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, 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 served on the Board of Governors and was previously 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 based on her extensive background as a retired Partner at E&Y, her deep expertise in financial management, audit, and risk oversight as a Certified Public Accountant, and her proven leadership on the boards of financial institutions and technology companies, all equip her to provide valuable guidance and strengthen the Board’s ability to drive sustainable growth and sound governance. | |

  12. 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 2025. MVB aims to deliver compensation which reflects the competitive practices of the peer banks used for executive pay benchmarking as reported in their proxies. 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.

  13. Compensation of Directors

    | 2025 Director Compensation | | | | Board or Committee | Chair Retainer (Annual) | Member Retainer (Annual) | | MVB Financial Corp. | | $20,000 | | Chair 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 |

  14. 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.

  15. Director Compensation - Fiscal Year 2025

    Director Compensation - Fiscal Year 2025

  16. Director Compensation - Fiscal Year 2025

    | Director Name | Fees Earned or Paid in Cash1 | Stock Awards2,3 | Total | | W. Marston Becker4 | $118,000 | $76,323 | $194,323 | | Richard J. Cordella, Jr. | $39,083 | $77,684 | $116,767 | | John W. Ebert | $69,000 | $76,323 | $145,323 | | Glen W. Herrick4 | $87,833 | $76,323 | $164,156 | | Daniel W. Holt | $3,584 | $— | $3,584 | | Gary LeDonne | $20,000 | $— | $20,000 | | Victor R. Maculaitis | $72,625 | $76,323 | $148,948 | | Dr. Kelly R. Nelson | $84,500 | $76,323 | $160,823 | | Jan L. Owen | $69,500 | $76,323 | $145,823 | | Lindsey Slader | $3,333 | $— | $3,333 | | Cheryl D. Spielman | $82,417 | $76,323 | $158,740 |

  17. Director Compensation - Fiscal Year 2025

    1 Includes MVB Board and committee fees and fees paid for service on MVB subsidiary boards of directors. Directors Holt, LeDonne, and Slader retired 5/20/2025. 2 Represents RSUs granted to our Non-Employee Directors. 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. The actual number of RSUs granted was determined based on the ten-day average closing stock price ending the day prior to the date of grant. The RSUs vest on the one-year anniversary date. 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, 2025. 3 There are 2,000 unexercised options outstanding for directors as of December 2025. 4 Director Becker will retire from the Board on May 19, 2026. On February 26, 2026, Glen W. Herrick resigned from the Board.

  18. 2025 Compensation Decisions and Incentive Plan Results

    2025 Compensation Decisions and Incentive Plan Results

  19. •2025 Executive Annual Incentive Plan Results

    •2025 Executive Annual Incentive Plan Results Overall, our annual incentive plan remained predominantly based on the achievement of financial goals. ▪Year-end Tier 1 Capital Ratio was strong (11.1%) exceeding the initial trigger needed to allow for any bonus payouts. ▪Earnings per share increased significantly from $1.56 per share in 2024 to $2.84 per share in 2025, Total Noninterest Expense decreased from $122.2 million in 2024 to $110.4 million in 2025, beating the target performance level. ▪Total Net Loans grew by $243 million in 2025, exceeding the maximum performance level. ▪Charge-Offs/Total Loans remained strong in 2025 at 0.26%, exceeding the maximum performance level. ▪All current NEO’s earned a 4.0 (exceeds expectations) rating on the individual performance scorecard. ▪As a result, executives earned an overall payout under the 2025 plan of 216.66% of target.

  20. •2023-2025 Performance-based RSUs Results

    •2023-2025 Performance-based RSUs Results Performance-based RSUs continue to account for 50% of our executives’ long-term incentive awards. The 2023-2025 performance-based RSUs were based on two equally weighted metrics: Cumulative Earnings Per Share and Cumulative Tangible Book Value per Share with a relative TSR modifier. •Three-year cumulative Tangible Book Value per Share was $74.01, beating the target performance level. •Three-year cumulative EPS of $6.13 was below the threshold performance goal resulting in no payout. •Three-year TSR of 32.41% ranked at the 59.61th percentile of the relative TSR peer group, exceeding the median and resulting in a TSR modifier of 107.69%. •As result, executives earned 65.06% of the target shares awarded to them at the start of the 2023-25 performance period.

  21. •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.

  22. •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). Our target salary range is within 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.

  23. Use of Peer Group

    Use of Peer Group The Compensation Committee seeks to provide total targeted direct compensation that is dependent on Company performance and competitive with other banks and financial companies which are similar to MVB, including the size of their 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 targets base salary compensation that is competitive with the median of banks comparable in asset size, ensuring the Company remains positioned to attract and retain the talent needed to execute its 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.

  24. 2025 Peer Group

    2025 Peer Group Our Compensation Committee, with the support of Pay Governance, regularly reviews the continued appropriateness of our peer group. The 2025 executive compensation peer group was selected using the following criteria: •Assets: $1.0B -$10.0B; •Location: From across the country (not just in MVB's geographic area) •Market Cap: $100M - $1.5B •Revenue: $40M - $600M •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, recognizing a key element of MVB’s business strategy. No changes were made to the peer group for 2025:

  25. 2025 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. |

  26. 2025 Annual Incentive Plan

    2025 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, annual budget, external market conditions and investor expectations. The scorecard contains metrics measuring income, expense management, growth and credit quality as well as an individual performance objectives 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 2025 generally required improvement over the targets and actual results for 2024. For 2025, we implemented a “Stretch” level of performance for our Earnings Per Share objective in order to provide a greater incentive to deliver a key financial result tied to creating shareholder value, results for which were barely achieved at the threshold level in 2024. The Stretch goal was considered extremely challenging, requiring a near doubling of our Earnings Per Share results from those in 2024. The Stretch goal only applied to Earnings Per Share, would payout at 400% of target for that measure and result in a total payout opportunity of 240% of target only if MVB and each executive achieved the highest level of performance expectations for all areas. Five equally weighted areas: four financial goals and the executive’s individual performance.

  27. 2025 Annual Incentive Plan

    | Primary Trigger: Tier 1 Capital Ratio Target: 9.5% Actual: 11.1% | | | | | | | | 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 | Stretch-Eligible for 400% of Potential Payout | Performance as of 12/31/25 | | Earnings per Share (“EPS”) | 20% | $1.62 | $1.90 | $2.45 | $3.02 | $2.84 | | Total Noninterest Expense | 20% | $117,600,000 | $113,000,000 | $106,700,000 | | $110,395,000 | | Charge Offs/Total Loans | 20% | 0.50% | 0.40% | 0.30% | | 0.26% | | Total Loan Growth | 20% | $90,000,000 | $109,000,000 | $150,000,000 | | $243,032,000 | | Individual Performance Scorecard Rating | 20% | 3.0 | 3.5 | 4.0 | | 4.0 |

  28. 2025 Annual Incentive Plan

    Executives had target bonus opportunities, as a percentage of base salary, ranging from 35% to 75% target opportunities in 2025. In February 2026 the Compensation Committee evaluated the performance of the Company under the 2025 Annual Incentive Plan. Overall, results for our financial goals all exceeded our target objectives and supported payouts that were well above target. Payouts under the subjective metric were based on evaluations of the individual’s overall job performance during 2025, 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.

  29. 2025 Annual Incentive Plan

    | Named Executive Officer | 2025 Salary ($) | Pro-rated Salary ($) | Target (%) | Threshold 85% ($) | Target 100% ($) | Maximum 240% ($) | 2025 Incentive Payout | | Larry F. Mazza | $850,000 | $850,000 | 75% | $541,880 | $637,500 | $1,530,000 | $1,381,208 | | Michael R. Sumbs* | $375,000 | $174,657 | 35% | $51,960 | $61,130 | $146,712 | $142,183 | | Michael L. Giorgio | $375,000 | $375,000 | 35% | $111,560 | $131,250 | $315,000 | $284,366 | | Craig B. Greathouse | $375,000 | $375,000 | 35% | $111,560 | $131,250 | $315,000 | $284,366 | | Joseph R. Rodriguez | $400,000 | $400,000 | 40% | $136,000 | $160,000 | $384,000 | $346,656 | | Donald T. Robinson** | $525,000 | $525,000 | 40% | $178,500 | $210,000 | $504,000 | $275,324 |

  30. 2025 Annual Incentive Plan

    *Mr. Sumbs joined MVB in July 2025. Mr. Sumbs’ compensation has been annualized for purposes of this chart. ** Mr. Robinson resigned September 1, 2025 and his incentive was prorated per his agreement.

  31. 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.

  32. 2025 Equity Grants

    2025 Equity Grants Executives had target equity opportunities, as a percentage of base salary, ranging from 35% to 65%. As with other pay elements, no increases were made to target opportunities for NEO’s in 2025. 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 are 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 2025, MVB’s NEOs received the following grants pursuant to the plan.

  33. 2025 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% | 16,742 | $17.49 | 8,371 | $18.37 | 8,371 | $18.37 | | Michael R. Sumbs 1 | N/A | N/A | N/A | N/A | N/A | N/A | N/A | | Michael L. Giorgio | 35% | 3,977 | $17.49 | 1,988 | $18.37 | 1,988 | $18.37 | | Craig B. Greathouse | 35% | 3,977 | $17.49 | 1,988 | $18.37 | 1,988 | $18.37 | | Joseph R. Rodriguez | 40% | 4,848 | $17.49 | 2,424 | $18.37 | 2,424 | $18.37 | | Donald T. Robinson 2 | 50% | 7,954 | $17.49 | 3,977 | $18.37 | 3,977 | $18.37 |

  34. 2025 Equity Grants

    1.Mr. Sumbs joined the company in 2025 and was not eligible for annual LTI. 2.Per his Transition Agreement, Mr. Robinson’s time-based RSUs continued to vest through the 1-year anniversary of the Transition Date and PSUs were forfeited.

  35. 2025-2027 Performance-Based RSUs

    2025-2027 Performance-Based RSUs Our performance-based RSUs are earned based on the performance of two equally weighted metrics: cumulative TBV per Share and cumulative EPS. These metrics were selected as the Committee believed that consistent performance in these two areas over time should lead to increases in the Company’s stock price and value created for shareholders. These metrics are used as the basis for initially determining the performance RSUs earned for the three-year period from 2025 to 2027. •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 Shareholders 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.

  36. 2025-2027 Performance-Based RSUs

    | | Weight | Below Threshold | At Threshold | Target | Maximum | | Cumulative TBV | 50% | <$77.36 | $77.36 | $83.50 | $90.80 | | Cumulative EPS | 50% | <$5.16 | $5.16 | $6.52 | $8.09 | | 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. | | | | | |

  37. 2023-2025 Performance-Based RSUs Results

    2023-2025 Performance-Based RSUs Results The performance period for the performance-based RSUs granted in 2023 ended on December 31, 2025. The 2023 awards were equally divided between cumulative TBV per Share and cumulative EPS with a relative TSR modifier based on MVB’s total shareholder return for the three-year period relative to other Small Cap banks. Each of the TBV per Share, EPS, and relative TSR goals, results and payouts are described below.

  38. 2023-2025 Cumulative Tangible Book Value per Share Awards

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | $65.25 | $72.50 | $79.75 | $74.01 | 120.83% |

  39. 2023-2025 Cumulative EPS Awards

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | $6.95 | $7.75 | $8.55 | $6.13 | 0% |

  40. 2023-2025 Relative TSR Modifier

    2023-2025 Relative TSR Modifier

  41. 2023-2025 Relative TSR Modifier

    | Threshold | Target | Maximum | Actual | Payout (% of Target) | | 25th Percentile | 50th Percentile | 75th Percentile | 59.61th Percentile | 107.69% |

  42. 2023-2025 Relative TSR Modifier

    As illustrated above, no payout was earned under the EPS metric, the TBV per Share metric was earned at 120.83% of target and relative TSR performance exceeded the median resulting in a TSR modifier of 107.69% and a total payout of 65.06% of target for the 2023-2025 period.

  43. 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. Beginning in 2025, the Committee has determined annual equity awards would be made on May 1 of the year of grant after the Compensation Committee’s meeting to approve such awards, which is scheduled well in advance and typically in April of the grant year.

  44. Summary Compensation Table

    Summary Compensation Table The following information is prepared based on positions as of 2025. In 2025, 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.

  45. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) 1 | Bonus ($) 2 | Stock Awards ($)3 | Option Awards ($) 4 | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) 5 | Total ($) | | Larry F. Mazza President & Chief Executive Officer, MVB and MVB Bank | 2025 | $850,000 | $0 | $600,368 | $0 | $1,381,208 | $40,819 | $2,184,461 | $5,056,856 | | | 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 | | Michael R. Sumbs, Chief Financial Officer | 2025 | $165,865 | $25,000 | $34,438 | $52,000 | $142,183 | $0 | $7,726 | $427,212 | | Michael L. Giorgio EVP, Chief Information Officer | 2025 | $375,000 | $0 | $142,597 | $0 | $284,366 | $0 | $14,360 | $816,323 | | | 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 | 2025 | $375,000 | $0 | $142,597 | $0 | $284,366 | $0 | $26,914 | $828,877 | | | 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 | | Joseph R. Rodriguez Chief Risk Officer | 2025 | $400,000 | $0 | $473,836 | $99,802 | $346,656 | $0 | $14,360 | $1,334,654 | | | 2024 | $43,077 | $125,000 | $0 | $0 | $0 | $0 | $28 | $168,105 | | Donald T. Robinson Former President, and Chief Financial Officer, MVB and MVB Bank | 2025 | $409,585 | $0 | $285,230 | $0 | $275,324 | $6,637 | $172,507 | $1,149,283 | | | 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 |

  46. Summary Compensation Table

    1 This figure includes salary only. 2 As part of the Chartwell transaction bonus, Messrs. Mazza, Robinson, and Greathouse received cash bonuses of $355,882, $114,185, and $71,010 respectively in 2023. 3 As part of the Chartwell transaction bonus, Messrs. Mazza, Robinson, and Greathouse received grants of 9,800, 3,147, and 1,957 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 in 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 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 Amounts are detailed in All Other Compensation below:

  47. Summary Compensation Table

    | ALL OTHER COMPENSATION | | | | | | | | Name | Year | Board Fees 1 | 401(k) Matching Contribution 2 | Other 3 | Perquisites 4 | Total Other Compensation | | Larry F. Mazza 4 | 2025 | $45,000 | $14,000 | $2,100,000 | $25,461 | $2,184,461 | | Michael R. Sumbs | 2025 | $0 | $7,635 | $0 | $91 | $7,726 | | Michael L. Giorgio | 2025 | $0 | $14,000 | $0 | $360 | $14,360 | | C. Brad Greathouse | 2025 | $0 | $14,000 | $0 | $12,914 | $26,914 | | Joseph R. Rodriguez | 2025 | $0 | $14,000 | $0 | $360 | $14,360 | | Donald T. Robinson | 2025 | $0 | $14,000 | $141,347 | $17,160 | $172,507 |

  48. 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 Represents the special one-time (cash) consulting payment, paid directly to Lazza, LLC of $2,100,000 as described above under the “Victor Sale Payment” and amounts paid to Mr. Robinson for payouts pursuant to his separation agreement. 4 Perquisites include: auto allowance, employer paid BOLI life insurance, group term life insurance. Other than noted, no individual perquisite exceeded $25,000.

  49. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  50. Grants of Plan-Based Awards

    | Grants of Plan-Based Awards Table - Fiscal Year 2025 | | | | | | | | | | | | | | | 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 | 5/1/25 | $541,880 | $637,500 | $1,275,000 | | | | 16,742 | | | $292,818 | | | 5/1/25 | | | | 0 | 8,371 | 16,742 | | | | $153,775 | | | 5/1/25 | | | | 0 | 8,371 | 16,742 | | | | $153,775 | | Michael R. Sumbs | 7/14/25 | $111,560 | $131,250 | $262,500 | | | | 1,458 | | | $34,438 | | | 11/4/25 | | | | | | | | 2,000 | $26.00 | $52,000 | | Michael L. Giorgio | 5/1/25 | $111,560 | $131,250 | $262,500 | | | | 3,977 | | | $69,559 | | | 5/1/25 | | | | | 1,988 | 3,976 | | | | $36,519 | | | 5/1/25 | | | | | 1,988 | 3,976 | | | | $36,519 | | Craig B. Greathouse | 5/1/25 | $111,560 | $131,250 | $262,500 | | | | 3,977 | | | $69,559 | | | 5/1/25 | | | | 0 | 1,988 | 3,976 | | | | $36,519 | | | 5/1/25 | | | | 0 | 1,988 | 3,976 | | | | $36,519 | | Joseph R. Rodriguez | 1/2/2025 | | | | | | | 14,947 | | | $299,986 | | | 5/1/25 | $136,000 | $160,000 | $320,000 | | | | 4,848 | | | $84,792 | | | 5/1/25 | | | | 0 | 2,424 | 4,848 | | | | $44,529 | | | 5/1/25 | | | | 0 | 2,424 | 4,848 | | | | $44,529 | | | 5/22/25 | | | | | | | | 5,250 | $19.01 | $99,802 | | Donald T. Robinson* | 5/1/25 | $178,500 | $210,000 | $420,000 | | | | 7,954 | | | $139,116 | | | 5/1/25 | | | | 0 | 3,977 | 7,954 | | | | $73,057 | | | 5/1/25 | | | | 0 | 3,977 | 7,954 | | | | $73,057 |

  51. Grants of Plan-Based Awards

    *Per his Transition Agreement, Mr. Robinson’s time-based RSUs continued to vest through the 1-year anniversary of the Transition Date and PSUs were forfeited. 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, and merit awards. 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 2025, the Compensation Committee granted 32 option awards, excluding the executive team and each of the NEOs, totaling 81,912 shares at exercise prices ranging from $15.85 to $23.34 per share. In addition, excluding directors and the executive team, 63,526 time based RSUs and 42,800 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.

  52. Outstanding Equity Awards

    Outstanding Equity Awards

  53. Outstanding Equity Awards

    | Outstanding Equity Awards at Fiscal Year-End 2025 | | | | | | | | | | | | | | 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 | | | | | | | 5/1/2021 | | | | | | 1,434 | $37,040 | | | | | 5/1/2023 | | | | | | 6,117 | $158,002 | 17,004 | $439,213 | | | 5/1/2024 | | | | | | 10,413 | $268,968 | 15,020 | $387,967 | | | 5/1/2025 | | | | | | 16,742 | $432,446 | 16,742 | $432,446 | | Michael R. Sumbs | 7/14/2025 | | | | | | 1,458 | $37,660 | | | | | 11/4/2025 | | 2,000 | | $26.00 | 11/4/2035 | | | | | | Michael L. Giorgio | 7/31/2023 | 3,333 | 1,667 | 0 | $25.59 | 7/31/2033 | | | | | | | 12/15/2023 | 1,202 | 602 | 0 | $22.86 | 12/15/2033 | | | | | | | 5/1/2024 | | | | | | 2,474 | $63,903 | 3,568 | $92,161 | | | 5/1/2025 | | | | | | 3,977 | $102,726 | 3,976 | $102,700 | | 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 | | | | | | | 5/1/2021 | | | | | | 298 | $7,697 | | | | | 5/1/2023 | | | | | | 1,455 | $37,583 | 4,038 | $104,302 | | | 5/1/2024 | | | | | | 2,474 | 63,903 | 3,568 | 92,161 | | | 5/1/2025 | | | | | | 3,977 | 102,726 | 3,976 | 102,700 | | Joseph R. Rodriguez | 5/22/2025 | | 5,250 | 0 | $19.01 | 5/22/2035 | | | | | | | 1/1/2025 | | | | | | 15,340 | 396,232 | | | | | 5/1/2025 | | | | | | 4,848 | 125,224 | 4,848 | 125,224 | | Donald T. Robinson | 9/21/2016 | 14,148 | 0 | 0 | $13.25 | 9/21/2026 | | | | | | | 3/21/2017 | 5,000 | 0 | 0 | $12.85 | 3/21/2027 | | | | | | | 2/21/2018 | 15,000 | 0 | 0 | $19.65 | 2/21/2028 | | | | | | | 5/1/2021 | | | | | | 427 | $11,029 | | | | | 5/1/2023 | | | | | | 2,907 | $75,088 | 8,078 | $208,655 | | | 5/1/2024 | | | | | | 2,569 | $66,357 | | | | | 5/1/2025 | | | | | | 2,651 | $68,475 | | |

  54. Option Exercises and Stock Vesting

    Option Exercises and Stock Vesting

  55. Option Exercises and Stock Vesting

    | Option Exercises and Stock Vested - Fiscal Year 2025 | | | | | | | 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 | 19,684 | $344,273 | | Craig B. Greathouse | 0 | $0 | 4,395 | $76,869 | | Michael L. Giorgio | 0 | $0 | 1,236 | $21,618 | | Donald T. Robinson | 120,852 | $1,595,749 | 8,213 | $143,645 |

  56. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control MVB has employment agreements with Messrs. Mazza, Sumbs, 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 Mr. Mazza 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, 2025, he would have been entitled to receive the sum of $3,162,939 which includes accrued vacation time from MVB and time-based RSUs, totaling $758,914 would immediately vest. Mr. Sumbs has a written employment agreement with MVB, effective July 15, 2025. Mr. Sumbs’ current salary is $375,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Mr. Sumbs is eligible to participate in the MVB annual executive performance incentive plan. Mr. Sumbs’ employment may be terminated by MVB for cause or terminated without cause, and Mr. Sumbs may also terminate his employment for any reason, all subject to certain conditions and commitments, including, if terminated by MVB without cause, Mr. Sumbs 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 “Sumbs” Severance Payment”), provided that a general release of claims is executed and Mr. Sumbs complies with all post-employment covenants. In the event Mr. Sumbs is either terminated without cause or terminate his employment agreement for good reason upon a Change in Control, he would be entitled to the Sumbs Severance Payment and additional compensation equal to 0.5 times the Sumbs Severance Payment, payable on MVB regular payroll dates that coincide with the payment of the Sumbs Severance Pay, or in the sole discretion of MVB in a lump sum. Upon separation from the Company, Mr. Sumbs would also be entitled to accrued, but unpaid, salary and benefits. Mr. Sumbs’ 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 and or its affiliates does business and/or in which the employee performed services. If Mr. Sumbs’ employment was terminated without cause as of December 31, 2025, he would have been entitled to receive severance of $375,000 from MVB and all stock options and RSUs totaling $89,320 would immediately vest.

  57. 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 Mr. Giorgio 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 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, 2025, he would have been entitled to receive severance of $375,000 from MVB and all stock options and RSUs totaling $420,099 would immediately vest. Mr. Greathouse has a written employment agreement with MVB, effective March 1, 2021. 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 Mr. Greathouse complies with all post-employment covenants. In the event Mr. Greathouse is terminated without cause or terminates his employment agreement for good reason 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, territory or city 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, 2025, he would have been entitled to receive severance of $375,000 from MVB and all stock options and RSUs, totaling $474,515 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 Mr. Rodriguez 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, territory or city 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, 2025, he would have been entitled to receive severance of $400,000 from MVB and all stock options and RSUs, totaling $782,287 would immediately vest.

  58. 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:

  59. 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 | $516,100 | None | | Donald T. Robinson | Allegheny Group Retirement Plan | 3.167 | $65,770 | None |

  60. 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 2025 are summarized in the table below.

  61. 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 | $7,019 | $0 | $8,399 | $79,472 | $26,311 |

  62. 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 2025.

  63. 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 2025, MVB’s last completed fiscal year: •The median employee used for the 2023 and 2024 CEO pay ratio separated from the Company during 2025. As a result a new median employee was chosen based on the estimated 2025 compensation reportable on Form W-2 for all employees on December 31, 2025. 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 2025 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 $80,860 •the annual total compensation of Larry F. Mazza, MVB's CEO was $5,056,856 Based on this information, the ratio for 2025 of the annual total compensation of MVB’s CEO to the median of the annual total compensation of all team members is approximately 62.5 to 1. With respect to the annual total compensation of the CEO, MVB used the amount reported in the “Total” column of 2025 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.

  64. 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.

  65. 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 | | 2025 | $5,056,856 | $5,591,953 | $911,270 | $987,822 | $128.16 | $167.68 | $26,922 | $2.11 | | 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 |

  66. 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.

  67. Pay Versus Performance

    | 2021 | 2022 | 2023 | 2024 | 2025 | | Donald T. Robinson | Donald T. Robinson | Donald T. Robinson | Donald T. Robinson | Donald T. Robinson | | 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 | Michael L. Giorgio | | John C. Marion | | Michael L. Giorgio | Michael L. Giorgio | Joseph R. Rodriguez | | | | | Joseph R. Rodriguez | Michael R. Sumbs |

  68. 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.

  69. 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 $ | | 2025 | 5,056,856 | (40,819) | (600,368) | 0 | 1,176,284 | 5,591,953 |

  70. 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 $ | | 2025 | 911,270 | (1,327) | (246,100) | 0 | 323,979 | 987,822 |

  71. 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:

  72. 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 $ | | 2025 | 929,914 | 301,067 | 0 | (54,697) | 0 | 0 | 1,176,284 |

  73. 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 $ | | 2025 | 285,758 | 45,194 | 0 | (6,973) | 0 | 0 | 323,979 |

  74. 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, 2025. The comparison assumes $100 was invested for the period starting December 31, 2020, 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 2025. 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 2025 to Company performance. The measures in this table are not ranked.

  75. Pay Versus Performance

    | Financial Performance Measures | | 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 |

  76. Proposal No. 1 - Election of Directors

    Proposal No. 1 - Election of Directors The Board has nominated directors Messrs. Cordella, Famularo and Mazza, and Ms. Spielman to be elected to a term until their successors are duly elected and qualified at the annual meeting of shareholders. At the Annual Meeting, proxies cannot be voted for a greater number of individuals than the four 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 four 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.