Document

DEF 14A 1 proxystatement-2022.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant S

Filed by a Party other than the Registrant £


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S			Definitive Proxy Statement
£			Definitive Additional Materials
£			Soliciting Material under §240.14a-12

MVB Financial Corp.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Fee paid previously with preliminary materials.

Notice of 2022 Annual Meeting of Shareholders and Proxy Statement


			Notice of 2022 Annual Meeting of Shareholders
			via Live Webcast			May 17, 2022
						9:00 a.m. EDT

			The Notice of Meeting, Proxy Statement, and Annual Report on Form 10-K are available free of charge at ir.mvbbanking.com.

To the Shareholders:

The 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB Financial Corp. (“MVB” or the “Company”) will be held via live webcast this year at 9:00 a.m. EDT on May 17, 2022. As we continue to monitor the status of the COVID-19 (coronavirus) pandemic, we have elected to conduct this year's Annual Meeting virtually once again, which means that you will be able to participate in substantially the same manner as if you were attending the meeting in person, including the ability to submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/MCFYCRU. You will not be able to attend the Annual Meeting in person. The Proxy Statement contains additional information regarding registering for and attending the annual Meeting. The webcast will begin promptly at 9:00 a.m. EDT and online access will be available beginning at 8:00 a.m. EDT. We encourage you to access the webcast prior to the start time. Although very unlikely, please be aware of the possibility that the date, time, or location of the Annual Meeting may change due to the COVID-19 pandemic based on MVB's facts and circumstances. This meeting is for the purposes of considering and voting upon the following proposals:

MVB Financial Corp. 2022 Proxy Statement


Items of Business
1			To elect the three director nominees named in the Proxy Statement.

2			To approve on a non-binding, advisory basis, the compensation of our named executive officers.

3			To ratify the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for 2022.

4			To approve the MVB Financial Corp. 2022 Stock Incentive Plan.

5			To transact such other business as may properly come before the Annual Meeting and any postponements or adjournments thereof.

Record Date
Only MVB Financial Corp. shareholders of record at the close of business on March 28, 2022 (the “Record Date”) shall be entitled to vote at the Annual Meeting and any adjournments or postponements of the meeting. A list of shareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive office at 301 Virginia Avenue, Fairmont, WV 26554. The notice of Annual Meeting, Proxy Statement, proxy card, and other proxy materials are first being sent or made available to shareholders on or about April 7, 2022. As of the Record Date, there were approximately 12,141,324 shares of the Company’s Voting Common Stock outstanding.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held Virtually on May 17, 2022.

We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders on the Internet. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”) which provides an internet website address where shareholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company's 2022 Proxy Statement, proxy card and Annual Report for fiscal year 2021 are available online at www.investorvote.com/MVBF. We encourage you to access and review such materials before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the Proxy Statement carefully and to promptly vote your shares.

Sincerely,

Larry F. Mazza

Chief Executive Officer

April 7, 2022

Your vote is important. Please vote.

www.mvbbanking.com

Table of Contents


Proxy Statement Summary			5
MVB Values and Culture			8
Corporate Governance			9
Role of the Board of Directors			9
Board Committees			10
Board Leadership Structure			13
Annual Board and Committee Assessment			14
Audit Committee Financial Experts			17
Code of Ethics			17
Transactions with Related Persons			17
Attendance of Directors at Annual Meeting of Shareholders			18
Communications with the Board			18
Directors			19
Director Overview			19
Nominees for Election			22
Directors Not Up For Election			24
Compensation of Directors			28
Executive Officers			29
Executive Compensation			31
Human Resources and Compensation Committee Report			31
Compensation Discussion and Analysis			31
Executive Compensation Tables			47
Summary Compensation Table			47
Grants of Plan-Based Awards			48
Outstanding Equity Awards			49
Option Exercises and Stock Vesting			49
Potential Payments Upon Termination or Change of Control			50
Retirement Plans			52
CEO Pay Ratio			52
Environmental, Social, & Governance (ESG)			53
Proposals			61
Proposal No. 1 – Election of Directors			61
Proposal No. 2 – Advisory Vote to Approve Executive Compensation			62
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm			62
Proposal No. 4 – Approval of MVB Financial Corp. 2022 Stock Incentive Plan			63
Other Information			71
Audit Committee Report			71
Security Ownership of Certain Beneficial Owners and Management			72
General Information			73
Appendix
MVB Financial Corp. 2022 Stock Incentive Plan			A-1

MVB Financial Corp. 2022 Proxy Statement

Proxy Statement Summary

This MVB Financial Corp. (“MVB” the “Company”, “we” or “our”) is furnishing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to vote at the 2022 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB. The following summary provides an overview of the Annual Meeting, the proposals that will be acted on, how to vote your shares, and information about our corporate governance and executive compensation program. We encourage you to review all of the important information contained in this Proxy Statement carefully before voting.

2022 Annual Meeting of Shareholders

via Live Webcast May 17, 2022

9:00 a.m. EDT

The record date for the Annual Meeting is March 28, 2022 (the “Record Date”). Only shareholders of record as of the close of business on this date are entitled to vote at the Annual Meeting.

The Annual Meeting will be held via live webcast this year at 9:00 a.m. EDT on May 17, 2022. As we continue to monitor the status of the COVID-19 (coronavirus) pandemic, we have elected to conduct this year's Annual Meeting virtually once again, which means that you will be able to participate in substantially the same manner as if you were attending the meeting in person, including the ability to submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/MCFYCRY. You will not be able to attend the Annual Meeting in person. Although very unlikely, please be aware of the possibility that the date, time, or location of the Annual Meeting may change due to the COVID-19 pandemic based on MVB's facts and circumstances.

Items of Business and Voting Recommendations


	Proposal	Recommendation of the Board	Page
1	To elect to the Board of Directors the three nominees presented by the Board to serve a three-year term.	FOR ALL of the nominees	61
2	To approve on a non-binding advisory basis, the compensation of our named executive officers.	FOR	61
3	To ratify the appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm for 2022.	FOR	62
4	To approve the MVB Financial Corp. 2022 Stock Incentive Plan.	FOR	63

How to Vote

To vote online, visit www.investorvote.com/MVBF and enter the control number found in your Notice of Internet Availability of Proxy Materials. You may also vote prior to the Annual Meeting by mail or by phone. For more detailed information, see Voting Procedures beginning on page 75.

Your vote is important. Please vote.

www.mvbbanking.com

Corporate Governance Highlights

Our corporate governance structure fosters principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance. On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved a Nasdaq Stock Market (“Nasdaq”) rule change requiring its listed companies to have, or explain why they do not have two diverse directors. This new rule requires all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of directors. We are in full compliance with this new rule and no changes were necessary to become compliant. In addition, board refreshment is taking on greater significance. A few governance highlights are as follows:

–Eight of nine Directors are independent

–Separate Chairman, CEO, and President roles

–Three of nine Directors are diverse (two females and one self-identified Hispanic/Latino)

–Three Directors have prior public board experience

–Board as a whole has a wide range of expertise

–Balanced Director tenure with an average tenure of approximately seven years

–Board composition is diverse in age, skills and experiences

–Independent Directors regularly meet without management present

–Annual Board review and self-evaluation

–Active shareholder engagement and communication

–Stock ownership requirements for Directors and executive officers

–Board responsibility for risk oversight

–Independent compensation consultant engaged

Board of Directors and Committees

MVB Financial Corp.

MVB Bank, Inc.

Independent

Audit

Finance

N&CG

Compensation

Risk

ALCO

Loan Approval

Loan Review

David B. Alvarez

Chairman

W. Marston Becker

John W. Ebert

Chair

Daniel W. Holt

Gary A. LeDonne

Chair

Larry F. Mazza

CEO

Kelly R. Nelson, MD

Chair

J. Christopher Pallotta

Chair

Anna J. Sainsbury

Cheryl D. Spielman

Chair

The committee membership above reflects the membership for fiscal year 2021 and during the period leading up to the Annual Meeting. Please see the changes that will occur following the Annual Meeting in the respective committee descriptions, beginning on page 10. For a detailed discussion of our corporate governance and directors, please see the section entitled “Corporate Governance” and the section entitled “Directors.”

MVB Financial Corp. 2022 Proxy Statement

Executive Compensation Program Highlights

Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the size, scope, and success of MVB’s business.

Consistent and Effective Program Design

We follow clear guiding principles in the design of the compensation program for our named executive officers and are committed to sound compensation policies and practices. The overall design of our compensation program and each of its three primary components listed below have remained consistent year-over-year.

•Annual Base Salary

Fixed element of annual compensation

•Short-Term Incentives

Short-term cash incentive with variable payout opportunities based on operating results measured against annual performance goals

•Long-Term Incentives

Long-term equity incentives in the form of time-based and performance-based restricted stock units (“RSUs”) with multi-year vesting schedules

Aligned with Shareholder Interests and Company Performance

•Short-term incentive opportunities are capped and have challenging performance goals tied to key measures of overall company performance.

•Short-term incentives paid out at 190% of target for 2021. Four of the five benchmarks were achieved at the maximum payout. The Net Interest Margin (“NIM”) metric was adjusted because 2021 Non Interest Bearing (“NIB”) deposit growth significantly exceeded expectations and drove a lower margin than budget.

•Performance-based RSUs vest based on MVB’s total shareholder return and return on assets relative to peer companies over a three-year performance period.

•In 2021, 2019 performance-based RSUs vested at the maximum performance based on MVB’s performance relative to peer companies. Over the 3-year period, MVB’s average Return on Assets was 1.57% which was above the maximum performance level resulting in a payout of 150% of target. MVB’s Total Shareholder Return of 139.49% ranked at the 100th percentile resulting in a payout of 150% of targeted vested shares.

•Shareholders have an annual opportunity to cast an advisory vote on the compensation of our named executive officers and have indicated strong support in the past for our executive compensation program.

•98.90% of votes cast on the say-on-pay proposal at the 2021 Annual Meeting were voted in favor of the compensation paid to our named executive officers.

For a detailed discussion of our executive compensation program, please see the section entitled “Compensation Discussion and Analysis.”

www.mvbbanking.com

Environmental, Social, and Governance (ESG) Highlights

Our Board has oversight responsibility for environmental, social, and governance (“ESG”) and sustainability-related activities and receives reporting on these items. Management supports these activities and provides strategic guidance and senior-level review on ESG. For a detailed discussion of our ESG programs, please see the section entitled “ESG and Sustainability-Related Activities” on page 53.

MVB Values and Culture

MVB’s “Purpose” is to be “Trusted Partners on the Financial Frontier, Committed to Your Success.” We talk a lot about our core values of Love, Trust, Commitment, being Adaptive and showing Teamwork. This section describes the values of MVB that guide our team members in making their most important day-to-day decisions.

Values


			Trust We are reliable and act with integrity. We can be counted on and count on others.

			Commitment We take ownership of our responsibilities in support of MVB achieving its Purpose.

			Respect, Love, and Caring We are respectful, considerate, and thoughtful towards our team members, clients, and community.

			Teamwork We effectively and efficiently work with others to accomplish more.

			Adaptive We easily respond to change in a productive way.

Strong Culture

At MVB, we remain committed to maintaining and growing our culture by leveraging our purpose, values, and associated behaviors. We have successfully operationalized our Culture Initiative by embedding these elements into our daily life. Examples of this can be found in our talent acquisition, onboarding, education, and performance processes. We take time to listen to our team members, to understand areas of opportunity and to provide support that enables us to execute on our business strategy. That approach has helped us build something special and differentiate us from others.

MVB Financial Corp. 2022 Proxy Statement

Corporate Governance

This section describes MVB’s corporate governance framework and the role and structure of our Board.

Role of the Board of Directors

MVB’s Board oversees the Chief Executive Officer (“CEO”) and other senior management in the operation of MVB and assures that the long-term interests of shareholders are being served. To satisfy the Board’s duties, directors are expected to take a proactive, focused approach to their positions to ensure that MVB is committed to business success through the maintenance of high standards of responsibility and ethics.

The Board believes that MVB’s governance structure fosters principled actions, informed and effective decision making, and appropriate monitoring of compliance and performance. MVB’s key governance documents are available at ir.mvbbanking.com/govdocs.

In the opinion of the Board, none of the directors, except for Larry F. Mazza, MVB’s CEO, has a relationship with MVB that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. None of them are or have for the past three years been team members of MVB, except for Mr. Mazza, and none of their immediate family members are or have for the past three years been executive officers of MVB or MVB’s wholly-owned subsidiary, MVB Bank, Inc. (“MVB Bank”). In the opinion of MVB and its Board, the entire Board, except for Mr. Mazza, are “independent directors,” as that term is defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

The Board of Directors of MVB had nine (9) regularly scheduled meetings and three (3) additional special project and strategic initiative meetings during 2021. On a regular basis, Director Mazza and members of the executive management team are excused from the meetings so the Board can hold an executive session to discuss matters privately. The Chair relays any action items to the CEO if necessary. All current directors, except for one, attended 75% or more of the meetings held by the Board and committees thereof in which the director is a member, with an average total attendance record of 95%. Director Sainsbury attended 65%.

All subsidiaries of MVB operate under the MVB holding company. As part of the governance structure, all MVB subsidiary boards have representation from the Board, which increases awareness of the day to day operations of the subsidiaries.

www.mvbbanking.com

Directors on Subsidiary Boards

Independent

Potomac Mortgage Group

MVB Insurance

MVB CDC

Paladin Fraud

Chartwell Compliance

MVB Edge Ventures

Trabian

Flexia

Victor

David B. Alvarez

Chair

W. Marston Becker

John W. Ebert

Daniel W. Holt

Gary A. LeDonne

Chair

Larry F. Mazza

CEO

Chair

Kelly R. Nelson, MD

J. Christopher Pallotta

Anna J. Sainsbury

Cheryl D. Spielman

Board Committees

The Board has a standing Audit Committee, Finance Committee, HR and Compensation Committee (the “Compensation Committee”), Nominating and Corporate Governance Committee (the “N&CG”), and Risk and Compliance Committee. Also, at the MVB Bank level are the following committees: Asset & Liability Committee (“ALCO”), Loan Approval Committee and the Loan Review Committee.

The Board has determined that the Chair of each committee and all committee members are independent under applicable Nasdaq and SEC rules for committee memberships. Each committee operates under a written charter adopted by the Board. Charters for the Audit Committee, Finance Committee, N&CG Committee, Compensation Committee, and Risk and Compliance Committee are available at ir.mvbbanking.com/govdocs.

Audit Committee

The purpose of the Audit Committee is to:

1.assist the Board in monitoring the integrity of the financial reporting process, systems of internal controls and financial statements and reports of MVB;

2.be directly responsible for the appointment, compensation and oversight of the independent auditor engaged by MVB for the purpose of preparing or issuing an audit report or related work;

3.be responsible for the appointment, compensation and oversight of the internal auditor;

4.assist the Board in monitoring compliance by MVB with legal and regulatory requirements, including holding company, banking, mortgage and insurance regulations and the Sarbanes-Oxley Act of 2002;

5.oversee management corrective actions when such needs have been identified; and

6.oversee MVB’s whistleblower policy.

MVB Financial Corp. 2022 Proxy Statement

The Audit Committee meets with MVB's Chief Audit Executive, who oversees the internal audit function of MVB, and Dixon Hughes Goodman LLP, who is responsible for the annual certified audit, as well as with the members of the regulatory authorities upon completion of their annual financial statement audit and internal controls over financial reporting audit of MVB Bank or MVB. The Chief Audit Executive engages Crowe, LLP to conduct outsourced audits of Information Technology and other selected audit areas requiring specialized expertise. During these meetings, members of management of MVB Bank or MVB, including Mr. Mazza and Donald T. Robinson, President and Chief Financial Officer of MVB, may be asked to leave the room to provide comfort of questioners and responders.

The Audit Committee Charter was reviewed and approved by the Board on August 25, 2021. The Audit Committee met ten (10) times in 2021. Messrs. Ebert, LeDonne, and Pallotta and Ms. Spielman served on the Audit Committee for fiscal year 2021 and during the period leading up to the Annual Meeting, with Ms Spielman serving as the Chairperson. The same committee membership, excluding Mr. Pallotta, who will be retiring effective as of the date of the Annual Meeting, will continue with Ms. Spielman continuing to serve as Chairperson following the Annual Meeting.

Finance Committee

The purpose of the Finance Committee is to:

1.provide oversight and guidance regarding finance, capital, budget, mergers and acquisitions, new lines of business, and facilities matters and to make recommendations, as appropriate and warranted; and

2.review and provide recommendations for fintech investments

The Finance Committee reviews MVB’s overall financial plan, balance sheet, and capital structure, and monitors the financial performance of the organization and its subsidiaries and business lines against approved budgets, long-term trends and industry benchmarks. The Finance Committee reports the results from these meetings to the Board. The Finance Committee also assists the Board in its review of the Company’s annual operational budget and annual capital budget. Lastly, the Finance Committee is tasked with oversight of the Company’s equity and other investments in fintech companies.

The Finance Committee Charter was reviewed and approved by the Board on February 15, 2022. The Finance Committee met ten (10) times in 2021. Messrs. Ebert, LeDonne, and Becker and Ms. Spielman served on the Finance Committee for fiscal year 2021 and during the period leading up to the Annual Meeting, with Mr. Ebert serving as the Chairman. The Board intends to appoint Mr. LeDonne to serve as Chairman. Mr. Becker and Ms. Spielman will continue to serve on the Finance Committee following the Annual Meeting. Mr. Ebert will not serve on the Finance Committee following the Annual Meeting.

HR & Compensation Committee

The purpose of the Compensation Committee is to:

1.attend to all human resources issues that come before the Board;

2.review, recommend and evaluate CEO compensation;

3.conduct an annual CEO performance evaluation and goal setting process;

4.oversee senior management succession planning including CEO;

5.approve senior management salaries; and

6.establish director compensation.

The Compensation Committee also is responsible for administration of all executive incentive plans. The Compensation Committee reports the results from these meetings to the Board.

www.mvbbanking.com

None of the members of our Compensation Committee are, or have been, an officer or team member of MVB. During fiscal year 2021, no member of our Compensation Committee had any relationship with MVB requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serve as a director or compensation committee member of a company that has an executive officer serving on our Compensation Committee or our Board.

The Committee has the authority, in its sole discretion, to obtain advice and assistance from, and to retain at MVB’s expense, such independent or outside legal counsel specializing in proxy disclosure, accounting, compensation or other advisors and experts as the Committee determines necessary or appropriate to carry out its duties.

The Compensation Committee Charter was reviewed and approved by the Board on December 21, 2021. The Compensation Committee met nine (9) times in 2021. Messrs. Becker, Ebert, and LeDonne served on the Compensation Committee for fiscal year 2021 and during the period leading up to the Annual Meeting, with Mr. LeDonne serving as the Chairman. Following the Annual Meeting, the Board intends to appoint Mr. Becker to serve as Chairman, and Messrs. Alvarez and Ebert will serve as members of the Compensation Committee. Mr. LeDonne will not serve on the Compensation Committee following the Annual Meeting.

Nominating and Corporate Governance Committee

The purpose of the N&CG Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries by:

1.helping MVB to create and maintain an appropriate board and committee structure;

2.assessing the skills, experience, and backgrounds necessary to effectively staff MVB boards and committees;

3.overseeing the development and updating of governance for MVB;

4.overseeing the emergency succession plan for MVB;

5.leading MVB in periodic assessments of the operation of MVB boards and committees and the contributions of the members; and

6.monitoring the implementation of MVB governance policies and practices.

The N&CG Committee reports the results from these meetings to the Board. The N&CG Committee Charter was reviewed and approved by the Board on December 14, 2021. The N&CG Committee met six (6) times in 2021. Messrs. Ebert, Holt, and Nelson and Ms. Sainsbury served on the N&CG Committee, with Mr. Ebert serving as the Chairman for fiscal year 2021 and during the period leading up to the Annual Meeting. If elected, the Board intends to appoint Ms. Slader to replace Ms. Sainsbury to serve on the Committee as well as Messrs. Ebert, Holt, and Nelson, with Mr. Ebert continuing to serve as Chairman following the Annual Meeting.

Risk and Compliance Committee

The purpose of the Risk and Compliance Committee is to:

1.oversee MVB’s risk management program for effectiveness and ensure the Board incorporates the appropriate risk management processes in its work;

2.provide oversight for key banking regulations and compliance requirements, including MVB’s compliance with Bank Secrecy Act, Anti Money Laundering Program, and Office of Foreign Asset Control (“OFAC”) program;

3.ensure adherence to the Insider Borrowing Policy with all borrowings;

4.assist the Board in monitoring the Information Security Program and related activities;

5.oversee the fraud and identity risk management programs; and

6.review and evaluate the adequacy of the work performed by the various MVB compliance areas and ensure that they have adequate resources to fulfill their duties.

MVB Financial Corp. 2022 Proxy Statement

The Risk and Compliance Committee reports the results from these meetings to the Board. The Risk and Compliance Committee Charter was reviewed and approved by the Board on May 26, 2020. The Risk and Compliance Committee met nine (9) times in 2021. Mr. Nelson and Mses. Sainsbury and Spielman served on the Risk and Compliance Committee, with Mr. Nelson serving as the Chairman for fiscal year 2021 and during the period leading up to the Annual Meeting. If elected, the Board intends to appoint Ms. Slader to replace Ms. Sainsbury to serve on the Committee as well as Messrs. LeDonne and Nelson and Ms. Spielman, with Mr. Nelson continuing to serve as Chairman following the Annual Meeting.

Board Leadership Structure

The Second Amended and Restated Bylaws (the “Bylaws”) of MVB currently provide for a Board of Directors composed of five (5) to twenty-five (25) members. As of December 31, 2021, the Board consisted of nine (9) directors. In January 2022, the Board expanded the number of directors to ten (10) and appointed Daniel W. Holt as a director to fill the newly created vacancy.

Directors are elected by a plurality of the votes cast. 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.

MVB’s Articles of Incorporation, as amended (the “Articles”), provide for staggered terms for directors. The three individuals up for election at the Annual Meeting represent the nominees to the Board for a three-year term to expire in 2025. Following the election of the three nominees referenced below, MVB will have three classes of directors consisting of three Board members whose term expires in 2025, three Board members whose term expires in 2024 and three Board members whose term expires in 2023.

During each of the past three years, the N&CG Committee reviewed the concept of moving to a declassified Board of Directors. While the N&CG Committee, and ultimately the Board, recognized the value and is supportive of having a declassified Board of Directors, such a change would require an amendment to the Articles. Furthermore, an amendment to the Articles for the purpose of declassifying the Board requires the approval of the holders of at least 75% of the voting power of all the shares of MVB entitled to vote in the election of directors. Since MVB’s listing on the Nasdaq Capital Market in December 2017, the highest amount of total votes cast by shareholders was 75.47% with the most recent three-year average of 74.99%.

www.mvbbanking.com

MVB's shareholder base is primarily made up of non-institutional investors.

The Board has therefore concluded that, based on historical shareholder participation, a proposal to declassify the Board would likely not receive the required shareholder approval at this time. The Board has determined that making a recommendation at this time to declassify the Board would not be in good faith to the shareholders, given the Board's belief that such recommendation would not be approved by the necessary number of shareholders. The Board will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board in future years. We believe that as our shareholder base transitions from our legacy retail shareholders to more institutional and mutual funds the voting percentage is likely to increase allowing us to bring declassification to a vote.

The Board Chair, CEO and President are three separate individuals. In previous years, the CEO and President positions were occupied by the same individual; however, in January 2022, the Board announced changes to the management organizational structure that included the bifurcation of these positions in order to support certain key initiatives within the organization. The CEO is responsible for the day-to-day operations and performance of MVB. The President is responsible for corporate development. The Board Chair is involved in presiding over Board meetings, matters of governance, and corporate oversight. The Board Chair also focuses on monitoring the effectiveness of the CEO in implementing MVB’s corporate strategy and ensuring that the directors receive sufficient information, on a timely basis, to provide proper risk oversight. The Board believes the current separation of these roles helps to ensure good board governance and fosters independent oversight to protect the long-term interests of the Company's shareholders. In addition, the Board believes this separation is presently appropriate as it allows the President to focus on corporate development and delivering enhanced shareholder value and allows the CEO to focus primarily on leading the Company's day-to-day business and affairs while the Board Chair can focus on leading the Board in its consideration of strategic issues and monitoring corporate governance and shareholder matters.

The entire Board is involved in overseeing risk associated with the Company’s operations. The committee structure of the Board is such that the Board committees are responsible for and review the areas of greatest risk to MVB. Each committee is chaired by an independent director. Members of management and other MVB staff members provide support to the respective Chairs of each committee in providing requested information necessary for each committee to provide appropriate risk oversight.

Annual Board and Committee Assessment

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. This matrix is based on various focus areas of

MVB Financial Corp. 2022 Proxy Statement

experience and expertise determined to be 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 this criteria in areas most critical to MVB's success.

The number in each respective bar chart below represents the number of directors and director nominees of the Board with expert skills in the critical focus areas:

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The information shown below in our Board Diversity Matrix is based on self-identification of each member of the Board (and each director nominee).


Board Diversity Matrix
Total Number of Directors = 9
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	2	7	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	0	0	0
Hispanic or Latinx	0	1	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	2	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

MVB Financial Corp. 2022 Proxy Statement

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. All members of the Board are successful business owners or organization leaders and have knowledge of the requirements to run such a successful business.

The Board does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board. Diversity is just one of many factors the N&CG Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the N&CG Committee focuses on skills, expertise or background that would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, information technology, and gaming industries.

Audit Committee Financial Experts

The Board has designated Gary A. LeDonne and Cheryl D. Spielman as individuals who are considered to be audit committee financial experts. They have both been identified as meeting the guidelines set forth by Section 407 of the Sarbanes-Oxley Act of 2002 for an audit committee financial expert. The audit committee financial experts, along with all Audit Committee members, are independent as defined by applicable listing standards and guidelines.

Code of Ethics

The Board has established a Code of Ethics for Senior Financial Officers that applies to our senior executive and financial officers, including our principal executive officer, principal financial officer, principal accounting officer, and persons performing similar functions. We also maintain a Code of Conduct that governs all of our directors, officers and team members. A copy of the Code of Ethics for Senior Financial Officers and the Code of Conduct are available at ir.mvbbanking.com/govdocs. We will promptly disclose any future amendments to these codes on our website, as well as any waivers from these codes for executive officers and directors. Copies of these codes will also be available in print from our Corporate Secretary, without charge, upon request.

Transactions with Related Persons

MVB and MVB Bank have, and expect to continue to have, banking and other transactions in the ordinary course of business with their directors and officers and their affiliates, including members of their families or corporations, partnerships or other organizations in which officers or directors have a controlling interest, all on substantially the same terms (including documentation, price, interest rates, and collateral, repayment and amortization schedules and default provisions) as those prevailing at the time for comparable transactions with unrelated parties. All of these transactions were made on substantially the same terms (including interest rates, collateral and repayment terms on loans) as comparable transactions with non-affiliated persons. MVB’s management believes that these transactions did not involve more than the normal business risk of collection or include any unfavorable features. All related-party loans require approval from the Board.

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Since 2017, MVB Bank has maintained a commercial lending relationship with BillGO, Inc. (“BillGO”), a company in which Mr. Holt, a director nominee, is Co-Founder and CEO. On January 17, 2022, the MVB Bank board of directors approved a $35 million line of credit with BillGO secured by a deposit account maintained by BillGO with MVB Bank. The line of credit with BillGO was entered into in the ordinary course of business and on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. MVB’s management believes that this banking relationship does not involve more than the normal business risk of collection or include any unfavorable features. Since 2016, MVB and MVB Bank have made periodic debt and equity investments in BillGO. During the year ended December 31, 2021, MVB and MVB Bank collectively purchased $2.5 million in convertible debt of BillGO, increasing their aggregate total investment in BillGO to approximately $10.1 million.

During the year ended December 31, 2021, ProCo Global, Inc. (“Chartwell,” which does business under the registered trade name Chartwell Compliance), a subsidiary of MVB Bank, provided compliance and consulting services to BillGO pursuant to a Consulting Agreement (“Consulting Agreement”) between Chartwell and BillGO entered into in April 2017. In exchange for the services provide to pursuant to the Consulting Agreement, BillGO paid Chartwell $425,405 during the year ended December 31, 2021.

With the exception of MVB and MVB Bank’s relationships with Mr. Holt and BillGO, since January 1, 2020, MVB and MVB Bank have not been a party to any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any then director, executive officer, holder of more than 5% of MVB’s common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described.

MVB has not identified any arrangements or agreements relating to compensation provided by a third party to MVB’s directors or director nominees in connection with their candidacy or Board service as required to be disclosed pursuant to Nasdaq rules.

Attendance of Directors at Annual Meeting of Shareholders

MVB expects all of its directors to attend the Annual Meeting. All directors serving at the time of the 2021 annual meeting of shareholders attended the meeting.

Communications with the Board

Any shareholder desiring to contact the Board or any individual director serving on the Board may do so by written communication mailed to: Board of Directors (Attention: (name of director(s), as applicable)), care of the Corporate Secretary, MVB Financial Corp., 301 Virginia Avenue, Fairmont, WV 26554. Any proper communication so received will be processed by the Corporate Secretary as agent for the Board. Unless, in the judgment of the Corporate Secretary, the matter is not intended or appropriate for the Board (and subject to any applicable regulatory requirements), the Corporate Secretary will prepare a summary of the communication for prompt delivery to each member of the Board or, as appropriate, to the member(s) of the Board named in the communication. Any director may request the Corporate Secretary to produce for his or her review the original of the shareholder communication.

MVB Financial Corp. 2022 Proxy Statement

Directors

This section describes the experience and qualifications of our Board members and how they are compensated.

Directors

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 of Directors 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 determined to be 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 this criteria in areas most critical to MVB's success.

Diversity is just one of many factors the N&CG Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the N&CG Committee focuses on skills, expertise or background that would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology.

For reference, the Board believes that candidates for director should have certain minimum qualifications, including:

•Directors should be of the highest ethical character.

•Directors should have excellent personal and professional reputations.

•Directors should be accomplished in their professions or careers.

•Directors should be able to read and understand financial statements and either have knowledge of, or the ability and willingness to learn, financial institution law.

•Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the chief executive officer and the ability to exercise sound business judgment.

•Directors must be willing and able to expend the time to attend meetings of the Board and to serve on Board committees.

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•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 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, the procedures set forth below must be followed by shareholders for submitting nominations for directors to the shareholders. 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 January, 2022, the N&CG Committee identified Lindsay A. Slader as a candidate with significant knowledge and experience in the lines of business development, gaming, technology, fraud prevention and regulatory compliance and recommended her to the Board for consideration. The Board voted unanimously to nominate her for election at the 2022 Annual Meeting of Shareholders. If elected, Ms. Slader will be appointed to MVB’s Risk and Compliance Committee as well as the N&CG Committee.

MVB Financial Corp. 2022 Proxy Statement

Shareholder Nominations of Directors

The Bylaws provide that nominations for election to the Board must be made by a shareholder in writing 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.

The notice of nomination must contain the following information, to the extent known:

•Name and address of proposed nominee(s);

•Principal occupation of nominee(s);

•Total shares to be voted for each nominee;

•Name and address of nominating shareholder; and

•Number of shares owned by 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, with the exception of Lindsay A. Slader, are incumbent directors or directors of MVB subsidiaries 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 2022 Annual Meeting.

Nominations for election to the Board for the 2023 Annual Meeting of Shareholders must be made by a shareholder in writing delivered or mailed to the President of MVB on or before Thursday, February 16, 2023.

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Nominees for Election

For this year’s election, the Board has nominated three director candidates. The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of March 28, 2022:


			Daniel W. Holt (3-year term) MVB Director Nominee
			Mr. Holt, 50, is Co-Founder & CEO of BillGO, an award-winning real-time bill management and payments platform that serves more than 30 million consumers and thousands of financial institutions, fintech companies, and billers. Under his leadership, BillGO has become the top bill payments engine in the financial industry. After serving eight years in the U.S. Air Force, Mr. Holt held several leadership positions in Silicon Valley. For eight years, his team at HEIT built the leading cloud services company for the financial industry. Upon its acquisition, Mr. Holt led CSI’s technology and services as President and General Manager. During his tenure, CSI became the largest secure banking cloud for community banks and credit unions.
Mr. Holt has served on boards for Allied Payment Network, Dragnet Solutions and Community Funded, and he mentors students in Colorado State University’s Entrepreneurship Program. He earned certifications as a Project Management Professional, Certified Information Systems Security Professional and GIAC Systems and Network Auditor. He is also part of the Fed Secure Payments Task Force. Mr. Holt holds a bachelor’s degree from the University of Maryland and an MBA from Colorado State University. Mr. Holt currently serves on the N&CG Committee. He is also a director on MVB’s subsidiary MVB Edge Ventures, Inc. Board. He is being nominated as a director due to his leadership, education, business and professional development accomplishments in the financial and technology industries. With MVB’s continued expansion and focus on the fintech industry, his expertise is critical for Board enhancement.

			Gary A. LeDonne (3-year term) MVB Director Nominee
			Mr. LeDonne, 60, serves as Executive in Residence at the John Chambers College of Business & Economics of West Virginia University. He is a retired Partner of Ernst & Young LLP, retiring in 2014 as East Central Region Tax Managing Partner. Throughout his career with Ernst & Young LLP, Mr. LeDonne served many banking, insurance, and capital market clients. He has an extensive background in strategy development, succession planning, and talent management. He received his Bachelor of Science degree from Fairmont State University and his Master of Professional Accountancy degree from West Virginia University.
Mr. LeDonne is a Certified Public Accountant and a member of the American Institute of Certified Public Accountants and the American Accounting Association. Mr. LeDonne currently serves as Past Chair of the Fairmont State University Foundation board of directors and is a member of the Visiting Committee of the John Chambers College of Business & Economics of West Virginia University. Mr. LeDonne serves on the Advisory Board of Graphcoa - The Graphite Company of the Americas. Mr. LeDonne currently serves as Chair of MVB's Compensation Committee, as well as Chair of the MVB Community Development Corporation, MVB Community Development Partners, Inc. and the Potomac Mortgage Group, Inc. board of directors. He is also a member of MVB's ALCO, Audit, Finance, and Loan Review committees and serves as a director of the Trabian Technology, Inc. board of directors. He is designated as an Audit Committee Financial Expert by the Board. Mr. LeDonne is being nominated as a director because of his extensive knowledge of the Mid-Atlantic region business community and his investment, financial, and accounting expertise.

MVB Financial Corp. 2022 Proxy Statement


			Lindsay A. Slader (3-year term) MVB Director Nominee
			Ms. Slader, 36, serves as the Managing Director of Gaming at GeoComply, a cybersecurity and fraud prevention firm delivering geolocation and user authentication technologies to the gaming, media & entertainment, online banking, payments and cryptocurrency industries. She joined the company in its infancy in 2012 as its first employee, and currently leads GeoComply’s core business in online gaming and sports betting, including the gaming business’ product, marketing, revenue, regulatory compliance, and operational verticals.
Having worked in the internet gaming and digital services industries for fifteen years, Ms. Slader is a recognized expert in her field; regularly speaking at industry conferences, and as a weekly media contributor to both mainstream business and gaming industry publications. Over the last decade, Ms. Slader has provided expert witness testimony on regulatory compliance, geolocation technologies, and her gaming industry expertise at several state and federal hearings. Prior to GeoComply, she spent five years specializing in regulatory compliance, gaming technology, and business development at gaming compliance testing companies Gaming Laboratories International and Technical Systems Testing. Ms. Slader’s contributions to the iGaming industry have been significant leading her to win awards such as 2019 Emerging Leaders of Gaming 40 Under 40 and the 2021 iGaming Business Most Influential Women. Ms. Slader is a graduate of the University of British Columbia, with BA in political science and international relations. She also holds a Post-Graduate Diploma in Urban Studies from Simon Fraser University, and certificate in European Strategic Policy from Science Po Lille. If elected by the shareholders at the annual meeting, Ms. Slader will be appointed to serve on MVB’s Risk and Compliance Committee, as well as the N&CG Committee. She is being nominated because of her knowledge and experience in the lines of business development, gaming, technology, fraud prevention and regulatory compliance.

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Directors Not Up For Election

The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of March 28, 2022:


			David B. Alvarez MVB Chair and Director
			Mr. Alvarez, 58, a native West Virginian, is a recognized owner, business leader and established serial entrepreneur, who remains very active in development, industry and community work. He is invested in multiple service related companies, which have grown to be respected regional service providers for the natural gas industry. He has been involved in the construction business throughout the North Eastern United States for more than 30 years. He has started and grown a number of successful companies that continue to benefit West Virginia, Southwestern Pennsylvania and Northern Virginia.
As the principle of Hispanic family founded businesses, Mr. Alvarez, was instrumental in successfully growing Applied Construction Solutions, Inc. and Energy Transportation, LLC into well-respected, minority owned companies with a regional presence. Companies he has founded include Applied Construction Solutions, Inc., Energy Transportation, LLC and Blue Mountain Equipment Corporation. He is a graduate of West Virginia University with a Bachelor of Science degree in Business Administration. He is actively engaged in various professional, educational, and philanthropic activities throughout West Virginia and the region, including serving as immediate past chairman of the West Virginia University Board of Governors. He is a member of the Richmond Federal Reserve Industry Round Table for WV, the Medbrook Children’s Charity Board, WV Game Changers, and past member of the Harrison County Economic Development Corporation. In 2008, Mr. Alvarez was honored by the U.S. Department of Justice Federal Bureau of Investigation as a recipient of the Director’s Community Leadership Award in recognition of his outstanding service to the local community and of enduring contributions to the advancement of justice. He also received an Achievement Award by the Small Business Administration in recognition of his entrepreneurial spirit and the successful completion of the SBA’s 8(a) Business Development Program and was named Business Leader of the Year by the WV News State Journal in January 2021. Mr. Alvarez is Chairman of the Board of Directors of MVB Financial Corp, MVB Bank, Inc., and MVB Insurance and serves as a director of the MVB Community Development Corporation and the Potomac Mortgage Group, Inc., as well as the Loan Approval Committee of MVB Bank. We believe Mr. Alvarez’s knowledge of MVB’s base markets, the construction and natural gas industries, and his community in involvement make him qualified to serve as a member of the Board.

MVB Financial Corp. 2022 Proxy Statement


			W. Marston Becker MVB Director
			Mr. Becker, 69, is a seasoned executive with 35 years of experience including CEO and chairman leadership positions in insurance, reinsurance and insurance brokerage organizations in the U.S. and internationally, as well as insurance-related private equity, advisory and investment banking roles. Becker is immediate past Chairman of the Board of QBE Insurance Group, a top 15 global property and casualty insurer. He was appointed to the Board in 2013, became Chair in 2014 and served until March 2020.
Mr. Becker served as President and CEO of Alterra Capital Holdings Limited (“Alterra”) and its predecessors from 2006 to 2013. Mr. Becker serves on a variety of corporate boards in the financial services, manufacturing and non-profit sectors: director of Axis Capital (NYSE: AXS), director of Encova Mutual Insurance in Columbus, Ohio; director of Amynta Group in New York City; Advisory Board member of private equity funds American Securities, Cohesive Capital and Madison Dearborn Partners; director of The Mountain Companies of Parkersburg, West Virginia; member of the Board of Governors of West Virginia University; director of the West Virginia Chamber of Commerce; and board member of the Clay Center for the Arts and Sciences. Mr. Becker currently serves on MVB’s Compensation Committee as well as the Finance Committee. He is also a member of the MVB Edge Ventures board of directors. We believe Mr. Becker’s background in finance and mergers and acquisitions as well as his experience serving on the board of a public company make him qualified to serve as a member of the Board.

			John W. Ebert MVB Director
			Mr. Ebert, 62, is President of J.W. Ebert Corporation, which owns 40 McDonald’s franchises in West Virginia, Pennsylvania, and Maryland. Mr. Ebert has more than 30 years of retail experience. He is the former Chairman of McDonald’s East Division Profit Team representing 5,000 restaurants. He is the former President of the Pittsburgh Region’s McDonald’s Owner/Operator Association. Mr. Ebert is a 1982 graduate of the University of Notre Dame with a Bachelor of Science degree in Accounting. He began his career as a Certified Public Accountant for a national accounting firm.
Mr. Ebert is currently Chair of MVB's Finance Committee as well as the N&CG Committee and serves on the Audit and Compensation committees. He is also a member of the MVB CDC board of directors. We believe Ebert’s knowledge of the North Central West Virginia market, his educational background and his business proficiencies, which include the areas of budget, risk assessment, and human resources make him qualified to serve as a member of the Board.

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			Larry F. Mazza Chief Executive Officer (“CEO”) and Director of MVB
			A recognized banking and financial services executive, Larry F. Mazza embraces industry disruption caused by technology, seeks “blue ocean” opportunities 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, banking-as-a-service and cryptocurrency have made him a trusted partner and thought leader across the globe.
Mr. Mazza, 61, is Chief Executive Officer of MVB Financial Corp. and MVB Bank, Inc. He joined MVB in 2005 and became CEO in 2009. He has led MVB’s growth from a community bank with 35 employees to a NASDAQ-listed and Russell 2000 company with nearly 500 Team Members and Fintech clients from coast to coast, as well as in Israel and Europe. During Mr. Mazza’s time to date at MVB, total assets have grown to nearly $2.8 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. Through forward-thinking partnerships with companies like Credit Karma, MVB Bank has become one of the top 20 largest banks in the nation by volume of accounts. In 2021, Fortune named MVB as number 29 on its list of 100 Fastest-Growing Companies; The Banker, a publication of the Financial Times, named MVB as Bank of the Year for the U.S.; and GonzoBanker recognized MVB as the “Bank That Gets Fintech.” Mr. Mazza currently serves on MVB Bank’s ALCO, Loan Approval and Loan Review Committees. He is also a Director on each MVB subsidiary to include Chartwell Compliance, Paladin Fraud and Trabian Technology, Inc. In addition, he is the Executive Chairman of the MVB Edge Ventures, Inc., Board which oversees Flexia Payments, LLC; MVB Technology, Inc. (dba Grand); and Victor Technologies, Inc. As an entrepreneur, Mazza is co-owner and business partner of the global sports media business venture Football Talk, LLC, and its nationally recognized and highly successful website ProFootballTalk.com, which is a key content provider for NBC Sports. A civic-minded volunteer and business leader, Mazza serves as a board member of public companies and non-profit organizations. Appointed by three 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 member of the Board of Directors for BillGO, a startup Fintech company based in Colorado. He is also a founding Board Member of Intercoastal Mortgage, LLC, one of the largest independent mortgage banks operating in the Mid-Atlantic Region. In 2020, he joined the Board of Kraken Financial, a special purpose depository institution based in Wyoming. Kraken Financial is the first bank chartered specifically for cryptocurrency. From 2007 to 2019, Mr. Mazza served on PDC Energy’s Board, a NASDAQ-listed, Denver, Colorado, based mid-cap oil and gas Nasdaq-listed company where he served on the Compensation Committee, Chair of the Nomination & Governance Committee and was an Audit Committee member. In 2017, he became a National Association of Corporate Directors (NACD) Board Leadership Fellow. A West Virginia University graduate with a bachelor’s degree in Business Administration, Mr. Mazza began his career as a Certified Public Accountant. He worked for KPMG as a CPA with a focus on auditing, including audits of financial institutions. Prior to joining MVB, Mr. Mazza was Senior Vice President & Retail Banking Manager for BB&T Bank’s West Virginia North region. His 20 years at BB&T (now Truist Bank), included serving as President of Empire National Bank and as Regional President of One Valley Bank. The Board of Directors has concluded that Mr. Mazza is qualified to serve as Director, based on his extensive business expertise, including as a CPA and CEO. Mr. Mazza is viewed as a visionary leader executing a business model that integrates the fintech industry with traditional banking.

MVB Financial Corp. 2022 Proxy Statement


			Kelly R. Nelson, MD MVB Director
			Dr. Nelson, 62, is a physician in Bridgeport, WV and is currently employed by WVU Medicine as Coordinator of Provider Relations and Primary Care Provider. He spent the bulk of his career pioneering the Urgent Care sector and served as Senior Vice President for MedExpress managing their Occupational Medicine and Workman’s Compensation Programs for nearly a decade. He established and managed Medbrook Medical Associates for 25 years before it was acquired by MedExpress. He is extremely active in community organizations and is currently President and board member of the Medbrook Children’s Charity. He is a graduate of Auburn University with a Bachelor of Science degree in Biology and received his medical degree from the University of Alabama School of Medicine.
Dr. Nelson is currently Chair of MVB’s Risk and Compliance Committee and serves on the N&CG Committee as well as the Loan Approval Committee. He is also a director of the Chartwell Compliance and Paladin Fraud board of directors. We believe Dr. Nelson’s understanding of the medical community in North Central West Virginia, his educational and business insight, and his community activities throughout the region make him qualified to serve as a member of the Board.


			Cheryl D. Spielman MVB Director
			Ms. Spielman, 66, is a retired Partner from Ernst & Young U.S., LLP, retiring in 2015, where she led various groups from 1997 - 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.
She has a great deal of financial experience with an audit background. Upon retirement from Ernst & Young, she served on the board of directors of IPM, a privately held technology systems integration company, which sold in 2017. From 2017 to 2019, she served as a member of the board of directors of First Republic Bank (FRC), which is headquartered in California. Previously, Ms. Spielman was a tax professional at Arthur Young & Company. She is a trustee of the Cornell University Hillel Board and the Women’s Foundation of South Palm Beach County, and a board member of the Koby Mandel Foundation. Ms. Spielman also serves on the Board of Governors and is former Vice President and current Treasurer of the Polo Club of Boca Raton, Fla. 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 Chair of MVB's Audit Committee and serves on the Finance Committee as well as the Risk and Compliance Committee. She is also a director of the Chartwell Compliance and Trabian Technology board of directors. She is designated as an Audit Committee Financial Expert by the Board. The Board has concluded that she is qualified to serve as director due to her strong background and experience in accounting, client-focused global human resources and tax services, tax risk management and employment related issues.

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

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2021 Director Compensation
Board or Committee	Chair Retainer (Annual)		Member Retainer (Annual)

MVB Financial Corp.			$	15,000
Chairman of the Board	$	40,000
Audit Committee	$	20,000	$	3,500
Risk and Compliance Committee	$	15,000	$	2,500
Compensation Committee	$	15,000	$	3,500
N&CG Committee	$	12,500	$	2,000
Finance Committee	$	10,000	$	3,000

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

Director Compensation - Fiscal Year 2021


Director Name	Fees Earned or Paid in Cash1		Stock Awards2		Total
David B. Alvarez	$	73,000	$	75,000	$	148,000
W. Marston Becker	$	38,250	$	75,000	$	113,250
John W. Ebert	$	55,000	$	75,000	$	130,000
Daniel W. Holt3	$	3,750	$	0	$	3,750
Gary A. LeDonne	$	60,625	$	75,000	$	135,625
Dr. Kelly R. Nelson	$	62,000	$	75,000	$	137,000
J. Christopher Pallotta4	$	57,875	$	75,000	$	132,875
Anna Sainsbury5	$	39,500	$	75,000	$	114,500
Cheryl D. Spielman	$	59,750	$	75,000	$	134,750

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, 2021 at a share price of $42.62 per share for 1,759 shares, which will be fully vested on June 1, 2022.

3 Director Holt retired from the Board on May 18, 2021 and rejoined on January 17, 2022.

4 Director Pallotta will retire from the Board on May 17, 2022

5 Director Sainsbury will retire from the Board on May 17, 2022

Director Mazza’s board compensation is included in the Summary Compensation Table on page 47.

MVB Financial Corp. 2022 Proxy Statement

Executive Officers

This section includes biographical information for MVB’s executive officers, other than Mr. Mazza.


			Donald T. Robinson President & Chief Financial Officer
			Donald Robinson, 47, President and Chief Financial Officer of MVB, has been with MVB since 2011. Mr. Robinson was appointed as President of MVB and MVB Bank on January 27, 2022. Prior to becoming President, Mr. Robinson served as Executive Vice President, Chief Financial Officer and Corporate Development Officer for MVB and MVB Bank. Mr. Robinson started his career in public accounting with Arthur Andersen and was an audit manager in the Washington, D.C., office’s technology and emerging markets practice. After leaving Andersen, he joined a local West Virginia accounting firm and was the partner in charge of the audit practice. In 2005, he joined Linn Energy as the Chief Accounting Officer and was a key member during its 2006 initial public offering.
Prior to joining MVB, Mr. Robinson was the commercial regional manager for Huntington Bank’s West Virginia region. He serves on the board of the Marc Bulger Foundation, Finance Committee of St. Francis Central Catholic School; is the founder and organizer of the Mon County Baseball Classic which benefits Stepping Stones; works with the WVSSAC on its Opioid Awareness Summit and Gamechanger Program; and is a member of Mon General Hospital’s Board of Directors.

			Craig B. Greathouse Executive Vice President, Chief Administrative Officer
			Craig “Brad” Greathouse, 50, Executive Vice President, Chief Administrative Officer, has been with MVB since 2018. Mr. Greathouse was appointed Executive Vice President & Chief Administrative Officer on January 27, 2022. Prior to that, he served as Executive Vice President, Chief People and Culture Officer of MVB. With more than 20 years of progressive leadership experience, he was previously employed by Mylan’s North America leadership team where he was responsible for overseeing employee engagement and labor relations, succession planning and talent development, as well as leading and supporting several business transformations and restructuring projects.
Mr. Greathouse also spent more than 12 years at GE Aviation as an Executive Human Resources Leader. He has been involved in community service activities throughout his career. Mr. Greathouse was a community campaign chairman for the United Way of Monongalia and Preston Counties and served on its board of directors for nearly six years.

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			John C. Marion Executive Vice President, Chief Operating Officer
			John Marion, 54, Executive Vice President, Chief Operating Officer has been with MVB since 2020. Mr. Marion was appointed as Executive Vice President & Chief Operating Officer on January 27, 2022. Prior to that, he served as Executive Vice President, Chief Risk Officer of MVB. He was former President at Comenity Bank; Board Advisor for ClearGage; serves on Downtown Visions Board; has experience working for an internationally-recognized accounting firm; and has over 20 years of banking and senior leadership experience across finance, risk management and public accounting,
At MVB, Mr. Marion is responsible for the full development and execution of an enterprise-wide risk management (ERM) program and associated activities. Mr. Marion and his team ensure appropriate and effective risk management is occurring at all levels and functional areas within MVB, including all of its subsidiaries. He previously served as President of Comenity Bank, overseeing the operations of the $15 billion bank that is a subsidiary of Alliance Data Systems providing private label and co-branded payment, credit and online deposit services to consumers and businesses in the U.S. From 1997 to 2016, Mr. Marion held leadership positions for JPMorgan Chase. From 2004 to 2016, he was Managing Director and CFO for Chase Digital.

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

MVB Financial Corp. 2022 Proxy Statement

Executive Compensation

This section describes the compensation program for our named executive officers and includes the required executive compensation tables.


			Human Resources and Compensation Committee Report
			The Human Resources and Compensation Committee has reviewed and discussed with management the disclosures contained in the following “Compensation Discussion and Analysis.” Based on this review and discussion, the Human Resources and Compensation Committee recommended to the Board that the section entitled “Compensation Discussion and Analysis” be included in this Proxy Statement for the Annual Meeting.

			Members of the Human Resources and Compensation Committee,
			W. Marston Becker, John W. Ebert, and Gary A. LeDonne (Chair)

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives and structure of MVB’s 2021 executive compensation program. This includes discussion and background information regarding the compensation of the CEO, CFO and the next three most highly-compensated executive officers of MVB, collectively referred to as the named executive officers (“NEOs”).


Executive’s Name			Title
Larry F. Mazza			Chief Executive Officer
Donald T. Robinson			President and Chief Financial Officer
John T. Schirripa			EVP, Chief Commercial Strategy Officer
Craig B. Greathouse			EVP, Chief Administrative Officer
John C. Marion			EVP, Chief Operating Officer

This CD&A is intended to be read in conjunction with the tables and accompanying footnotes and narrative disclosure that immediately follow this section, which provide further historical compensation information.

CD&A Summary

Overall, the Board believes that MVB’s compensation program is effective in aligning the compensation of executive officers with the long-term interests of MVB shareholders. Incentive compensation programs consist of a blend of annual performance and time-based compensation. Such programs are structured to preclude excessive and unnecessary risk-taking and utilize performance metrics established in advance based on an annual budget and business planning process. MVB’s incentive plans also contain caps or limits on the amounts that can be awarded.

Clawback policies are also imposed on all compensation awards so that awards or payments are adjusted or recovered if the performance measures supporting such an award are subsequently restated or otherwise adjusted to levels which do not support the award or payment.

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Business Highlights

In 2021, MVB continued exceeding expectations as outlined in the 2019-2021 Strategic Plan of MVB 3.0: Think Bigger. Execution of this strategy saw MVB hit record highs in assets and net income. Also, NIB deposit growth of 302% was above industry and peer performance. Net income and earnings per share increased 45% and 47%, respectively, since 2019.

MVB believes that the deposit franchise is a key component to the shareholder value of a bank. A major aspect to the deposit franchise is the deposit mix, including NIB deposits. MVB continues to improve the deposit mix and NIB deposits now account for 47% of total deposits. While its competition is seeing limited growth in NIB deposits, MVB grew NIB deposits by 302% since 2019.

Additionally, NIM continues to be a major contribution to MVB’s earnings. As interest rates remained low due to COVID-19, NIM has been under pressure across the industry during 2021. MVB’s tax-equivalent NIM decreased 27 bps, while peer banks saw NIM decrease 29 bps during 2021. Primarily driven by the growth in NIB deposits, MVB reported a 18 basis point favorable spread on the tax-equivalent NIM during 2021, while peer banks saw a favorable spread of 15.

MVB believes that asset quality will always remain a key risk to the banking industry and is critical to safety and soundness. In 2021, MVB released $6.2 million of allowance for loan losses as a result of improvements in allocation rates, portfolio risk grades and economic and business factors MVB’s non-performing assets to total assets as of December 31, 2021 was 73 bps, as compared to 53 bps for the peer group mentioned above. Additionally, net charge offs to average loans in 2021 were 8 bps as compared to 3 bps for those peers.

Total shareholder return was increased from MVB stock price appreciation and increased dividend payouts. Common cash dividends grew from $0.36 per share in 2020 to $0.51 per share in 2021 (a 42% increase).

Finally, an important metric to shareholders and shareholder value is MVB’s book value and tangible book value. In 2021, book value and tangible book value increased $2.56 per share, or 13%, and $2.44 per share, or 12%, respectively.

Tangible book value per common share is a non-U.S. GAAP financial measure that the Company believes is helpful to interpreting financial results. For a reconciliation to the most directly comparable U.S. GAAP financial measure, see page 50 of MVB’s Annual Report on Form 10-K for the year ended December 31, 2021.

MVB Financial Corp. 2022 Proxy Statement

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MVB Financial Corp. 2022 Proxy Statement

Components of MVB’s Compensation Program

Compensation Philosophy and Objectives

MVB’s compensation programs are designed to provide competitive compensation and benefits to promote the interests of MVB and its shareholders while enabling us to attract and retain top-quality executive talent. MVB’s compensation philosophy is built on five core compensation principles:

1.Pay for Performance

MVB’s executive compensation philosophy is performance-based. The incentive plans are designed to drive and improve individual and business performance. Outstanding performance receives outstanding rewards. Each plan requires measurable goals and objectives to be set, communicated, achieved and audited before any award is made. Team member performance-based incentives will vary by their level in the Company, ability to drive results & comparable market pay data.

2.Sound Compensation Practices

All MVB compensation elements will comply with appropriate regulations and sound compensation practices, which neither pay excessive compensation nor encourage inappropriate risk-taking. All behavior must be consistent with MVB’s purpose and values.

3.Pay Structure

Various positions require different levels of skills, knowledge, and personal attributes that drive different rates of pay and/or variable compensation opportunity. Geographic locations will also factor into the process. MVB has an established job structure that provides a formal hierarchy of grades and salary ranges, as well as a formal job evaluation process to determine fairness in job placement within the structure. This practice guides us in providing internal equity amongst positions and ensures the maintenance of fairness in compensation practices across divisions of the organization.

4.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’s base salaries, short and long-term incentives target a reasonable range around market median of other companies comparable to our asset size, complexity as well as general industry standard rates.

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5.Profitability Drives the Programs

Profitability and success are the key drivers in determining compensation opportunity and actual pay earned. It is the responsibility of senior leadership to ensure plans provide a positive return to the Company and shareholders, in addition to appropriately rewarding contributions and successful performance.

How Our Pay Program Works

Our executive compensation philosophy, as outlined above, continues to be based on attracting and retaining top talent while providing competitive compensation that creates a direct, meaningful link between business results and compensation opportunities. We rely on the following three primary elements:

1. Base Salary

Base pay is used to maintain market competitiveness in attracting and retaining top talent executive officers. Base salaries are reviewed annually, and merit increases are awarded based on performance and in-line with a merit budget. Merit budgets are determined annually based on market conditions and the success of the Company.

2. Short-Term Incentives

Short-term incentives are tied directly to the Company’s business results. Awards are paid only when business performance is strong, and goals are met. Each plan’s unique performance criteria correspond with the positions eligible by that plan, providing a clear “pay for performance” opportunity.

3. Long-Term Incentives

Long-term equity awards incentivize executives to deliver long-term shareholder value, while also providing a retention vehicle for executive talent.

Long-term incentive plan in which RSU performance awards vest based upon internal Return on Assets (“ROA”) goals (25%) and relative Total Shareholder Return (“TSR”) (25%) performance over a three-year period and the time-based RSU awards (50%) with a 5-year time vesting schedule.

The long-term equity award program is designed to award key significant executives and selected contributors with long-term capital accumulation opportunities in the form of stock in order to attract top-level new hires, enhance retention and build stock ownership.

RSUs and stock options are the designated vehicles used for MVB’s equity awards. RSU opportunities are 50% performance-vested (three-year cliff vesting period) and 50% time-vested (five-year vesting period).

All equity awards must be approved by the Human Resources and Compensation Committee.

Target Executive Pay Mix

Consistent with our desire to align pay and performance, we take the above-mentioned primary compensation elements and more heavily weight their distribution towards variable (both bonus and equity) pay. Although our HR and Compensation Committee does not target a specific allocation for each pay element, they are nevertheless cognizant of delivering an appropriate balance between fixed and variable elements, as well as short- and long-term incentives, as evidenced here in the following 2021 target pay mix allocation:

MVB Financial Corp. 2022 Proxy Statement

Executive variable compensation (both bonus and equity) generally reflects competitive total compensation for MVB’s NEOs compared to market.

Pay and Performance

Our compensation program is grounded in a pay-for-performance philosophy. Performance goals in both our short and long-term incentive plans are set at challenging levels, with the ultimate goal that performance will drive long-term, sustainable value. When financial and stock performance goals are not met, pay outcomes for our executives should reflect this reality.

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Compensation Governance Practices

MVB’s pay-for-performance philosophy and compensation governance practices provide an appropriate framework to executives to achieve financial and strategic goals without encouraging them to take excessive risks in their business decisions. Some practices include:

•Pay-for-performance philosophy and culture

•Comprehensive clawback policy

•Responsible use of shares under MVB’s long-term incentive program

•Access to Independent compensation consultants

•Annual risk assessments of the compensation programs

Say-on-Pay Vote Results

At the 2021 Annual Meeting, 98.90% of the shareholders of MVB voted in favor of our executive compensation proposal (commonly known as “Say-on-Pay” proposal). The Human Resource and Compensation Committee believes this voting result reflects strong shareholder support for our current compensation practices.

The Compensation Committee will continue to review our executive compensation program as well as consider the outcome of the “Say-on-Pay” votes when making future compensation decisions for the NEOs.

Establishing Executive Compensation

Role of the Human Resource and Compensation Committee

The Human Resource and Compensation Committee’s process begins with establishing individual and corporate performance objectives by the first quarter of each calendar year. The Compensation Committee engages in an active dialogue with the CEO concerning strategic objectives and performance targets. The Compensation Committee also reviews the appropriateness of the financial measures used in incentive plans, the degree of difficulty in achieving performance targets, and appropriate risk levels. Corporate performance objectives are established based on a targeted return on assets and return on equity, as well as growth in earnings per share and individual goals for particular business units within MVB.

The Human Resource and Compensation Committee annually reviews the Committee Charter and Executive incentive plans used throughout MVB. The Compensation Committee determines whether the plans, individually or collectively, encourage excessive risk taking, whether each of the plans has reasonable limits and caps, and whether the overall structure of the incentive plans is aligned with the interests of the shareholders.

Role of Management

Management also plays a role in the compensation setting process. Typically, MVB's CEO will evaluate the performance of the other executive officers and will assist the Human Resource and Compensation Committee in determining appropriate performance targets and objectives for the incentive plans. The CEO may participate in Compensation Committee meetings, when requested, to discuss these items as well as recommendations regarding salary increases, bonuses and other compensation-related matters. The Compensation Committee exercises its own independent informed judgement in approving compensation for all executive officers and assessing corporate performance against the pre-established objectives. The CEO is not present during deliberations or voting with respect to his own compensation.

MVB Financial Corp. 2022 Proxy Statement

Investor Outreach

Investing in an outreach program, MVB’s CEO, CFO and in some cases, the Chairman of the Compensation Committee, met with the Company's top investors to share the Strategic Plan, provide an overview of leadership and structure, and present MVB compensation methodology. Other topics included Board governance and executive compensation framework outlining where MVB is adopting best practices and providing alignment with the shareholders. The meetings and discussions were well received by all participants. Throughout the outreach, MVB connected with many institutional investors.

Use of Outside Advisors

Pursuant to the authority granted to it in its charter, the Compensation Committee may engage an independent executive compensation consultant. In 2021, the Compensation Committee engaged McLagan, part of the Reward Solutions practice at Aon, to provide consulting services to the Compensation Committee, including advice on compensation philosophy, incentive plan design, executive job compensation analysis, and CD&A disclosure, among other compensation topics.

The Compensation Committee conducted a specific review of its relationship with McLagan in 2021, taking into account the independence factors set forth in applicable SEC and Nasdaq rules, and determined that McLagan’s work for the Compensation Committee did not raise any conflicts of interest.

As part of the Compensation Committee’s review regarding its relationship with McLagan, it solicited proposals from several nationally recognized compensation advisory firms and ultimately selected Pay Governance toward the end of 2021 to advise the Committee as it prepared for actions it might take in regards to the Company’s 2022 pay program. As part of that process, the Committee took into account the same factors used to evaluate the independence of McLagan and determined Pay Governance’s involvement did not raise any conflicts of interest. During the last part of 2021, Pay Governance reviewed the Company’s current peer group used for pay benchmarking, proposed changes to it to reflect the Company’s size & strategic direction, updated the Committee on the last trends effecting the Committee’s work and presented concepts for structuring MVB’s executive pay program for 2022.

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Risk Consideration

The Compensation Committee is responsible for establishing incentive plans for executive officers that achieve an appropriate balance between MVB’s results and risk. The Compensation Committee recognizes that business in the financial industry inherently requires that MVB take on certain risks: in its lending activities, depository activities, and investing activities, as well as other facets of the organization. Upon due consideration of these items, the Compensation Committee believes that MVB incentive plans are designed in such a way as to encourage executives to take only prudent levels of risk in the pursuit of strong performance on behalf of shareholders. Furthermore, the Compensation Committee believes that MVB’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on its business or operations.

Compensation Competitive Analysis

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 location. MVB adopts the position that annual compensation for all executive officers should provide bonuses based on performance metrics established at the discretion of the Compensation Committee. In evaluating our peer group, the Compensation Committee considered a number of factors including asset size 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. In executing our talent strategy, it is necessary to provide a base salary that exceeds the median of banks that are comparable to MVB’s current asset size. Other elements of compensation are adjusted to recognize that base salaries are competitive.

2021 Peer Group

Our Compensation Committee, with the support of McLagan, reviewed the continued appropriateness of our peer group composition. A new peer group of 14 firms was selected by MVB in December 2019 which includes some peers with financial technology products and services as part of their business model.

•Assets: $1.4B -$4.5B; (exception made for LOB and TBBK)

•Locations: DC, DE, KY, MD, NC, NJ, NY, OH, PA, SC, VA,WV

•5-Year Compound Annual Growth Rate > 5% (exception made for TBBK)

•Insider Ownership < 20% (exception made for LOB)

•Consumer Loans > 15% of loan portfolio (exceptions made for LOB and MCB)

•Commercial Loans > 60% of loan portfolio

•Located in an MSA outside of the Top 10 (exceptions made for TBBK, MCB, and SONA)

Using these criteria, the following companies were identified as MVB's 2021 peer group:

MVB Financial Corp. 2022 Proxy Statement


Live Oak Bancshares Inc. (“LOB”)			Peoples Financial Services Corp (“PFIS”)
The Bancorp, Inc. (“TBBK”)			Summit Financial Group, Inc. (“SMMF”)
HomeTrust Bancshares Inc. (“HTBI”)			Orrstown Financial Services Inc (“ORRF”)
CNB Financial Corp. (“CCNE”)			Civista Bancshares Inc. (“CIVB”)
Metropolitan Bank Holding Corp. (“MCB”)			Southern First Bancshares, Inc. (“SFST”)
Primis Financial Corp. (“FRST”)			Premier Financial Bancorp, Inc. (“PFBI”)*
American National Bankshares, Inc. (“AMNB”)			Evans Bancorp, Inc. (“EVBN”)

*Premier Financial Bancorp, Inc. was acquired during 2021.

Components of Executive Compensation

MVB’s executive compensation program consists of three primary elements: base salary, short-term annual cash incentives, and long-term equity incentives, each of which are provided pursuant to employment agreements between MVB and each NEO, with the exception of John T. Schirripa, who does not have an employment agreement.

2021 Executive Compensation Highlights

•2021 Executive Annual Incentive Plan

The Company must satisfy a trigger based on exceeding annual average analyst’s earnings per share for any payments to occur. A portion of the incentive award for all officers is based on corporate performance, which is assessed according to five equally weighted metrics: NIM, NIB Deposit Growth, Total Noninterest Income, Net Loan Growth, and Charge-Offs/Total Loans .

•2021 Long-Term Incentive Plan

The Company long-term incentive plan vehicles are time-based and performance-based RSU awards. The performance-based awards will vest based upon ROA (25%) and relative TSR (25%) performance over a three-year period, with vested amounts ranging from 0% to 200% of target, depending on results. The time vesting RSUs (50%) will vest solely based on continued service, with a five-year graded vesting schedule.

Stock Ownership Guidelines

In May 2019, our Board approved new stock ownership guidelines for both our executives and outside directors to further align their interests with our shareholders. The President and CEO must own three times (3x) his annual base salary, designated executives must own one time (1x) their annual base salary, and directors must own ten times (10x) their annual cash retainer. Executives have five years to meet the ownership requirements. Directors have three years. Stock ownership is reviewed by the Compensation Committee annually.

Base Salary

Base salary is a key element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, the Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, competitive salary practices at companies in the peer groups, internal pay equity and the tax deductibility of base salary.

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Executive	2021 Base Salary ($)	2020 Base Salary ($)	% Change
Larry F. Mazza	$780,000	$780,000	0%
Donald T. Robinson	$430,000	$395,000	9%
John T. Schirripa	$300,000	$290,000	3%
Craig B. Greathouse	$300,000	$265,000	13%
John C. Marion	$325,000	$325,000	0%

2021 Annual Incentive Plan

Our annual incentive plan has a two-tiered performance evaluation structure:

1.EPS Funding Metric – set in an objective manner using the average of published analyst expectations for the fiscal year. This sets a rigorous standard before bonuses can be paid at any level to executives. Failing to achieve that level of performance results in no bonuses being paid to our executives regardless of results achieved in other financial areas.

2.Scorecard of Financial Performance Modifiers – performance goals are set with consideration for objectives set out in our strategic plan, external market conditions and investor expectations. The scorecard contains metrics measuring income, growth and credit quality which provide a balanced approach to determining incentives. Five goals were set, with equal weighting, all based on MVB Bank and MVB performance:


Primary Trigger: Target: $1.05 Earnings Per Share (EPS) Actual: $3.32

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 12/31/21
Net Interest Margin	20%	3.50%	3.56%	3.61%	3.59%*
Noninterest Bearing Deposit Growth	20%	$80,000,000	$112,000,000	$130,000,000	$449,641,474
Total Noninterest Income	20%	$15,000,000	$19,000,000	$22,000,000	$46,254,000
Charge Offs/Total Loans	20%	0.35%	0.30%	0.25%	0.07%
Net Loan Growth	20%	$150,000,000	$175,000,000	$200,000,000	$444,995,000

*The NIM component was not met (3.37% actual vs threshold of 3.5%) because 2021 Non-Interest Bearing deposit growth significantly exceeded expectations. The higher than expected deposit growth caused a large amount of excess liquidity which drove the NIM to be lower than expected. Because of this, for incentive purposes only, an adjustment to NIM of approximately 22 basis points was made in order to arrive at the final incentive payout percentages.

The Board analyzed the metrics which are most critical to driving profitability and shareholder value; NIM, NIB Deposit Growth, Non-Performing Assets (Charge Offs/Total Loans), Total Noninterest Income and Non-Performing Assets (Charge Offs/Total Loans). Interest Income is the largest component of revenue for MVB and in the community banking industry. The ability to improve NIM is critical to the performance of the Bank. MVB has increased NIM over each of the last five years, while most of its peers have been declining. In a volatile interest rate environment the ability to manage NIM is key to a bank’s success.

The Board and management believe the greatest risk to banks remains asset quality. The ability to grow MVB Bank and maintain stellar asset quality is paramount to MVB Bank’s success, especially in light of the Covid-19 pandemic. Deposits are viewed as a major aspect of a bank’s franchise, and the

MVB Financial Corp. 2022 Proxy Statement

most valuable are noninterest bearing deposits. The ability to increase noninterest bearing deposits and improve MVB Bank’s deposit mix is a key metric in driving shareholder value.

Executives had target bonus opportunities, as a percentage of base salary, ranging from 35% to 50%, with the opportunity to earn 85% to 200% of that amount based on performance.


Named Executive Officer	2021 Salary ($)	Pro-rated Salary ($)	Target (%)	Threshold 85% ($)	Target 100% ($)	Maximum 200% ($)
Larry F. Mazza	$780,000	$780,000	50%	$331,500	$390,000	$780,000
Donald T. Robinson	$430,000	$421,250	35%	$125,322	$147,438	$294,876
John T. Schirripa	$300,000	$297,500	35%	$88,506	$104,125	$208,250
Craig B. Greathouse	$300,000	$291,250	35%	$86,647	$101,938	$203,876
John C. Marion	$325,000	$325,000	35%	$96,688	$113,750	$227,500

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.

2021 Equity Grants

Eligibility for an annual equity award and the size of the award is based on the discretion of executive management and the Board of Directors. Mr. Mazza's discretion is used when determining awards for executive officers other than himself. The Board of Directors, in its sole discretion, determines option awards for the CEO. In 2019, the Compensation Committee discontinued using stock options as part of the annual equity mix, except in limited circumstances. Instead, executives received equity through two different vehicles:

•Time-based equity awards (RSUs); and

•Performance-based equity awards (performance RSUs)

The performance RSUs will vest based upon internal ROA goals (25%) and relative TSR (25%) performance over a three-year period, with vested amounts ranging from 0% to 200% of target, depending on results. The time-based RSUs (50%) will vest solely based on continued service, following a five-year graded vesting schedule.

In 2021, MVB’s NEOs received the following grants pursuant to the plan.


		Time-Based RSUs (50%)		TSR-Based RSUs (25%)		ROA-Based RSUs (25%)
	% of Salary	Granted (#)	Share Price ($)	Granted (#)	Share Price ($)	Granted (#)	Share Price ($)
Larry F. Mazza	65%	6,293	$40.28	2,275	$55.71	3,146	$40.28
Donald T. Robinson	35%	1,868	$40.28	675	$55.71	934	$40.28
John T. Schirripa	35%	1,303	$40.28	471	$55.71	651	$40.28
Craig B. Greathouse	35%	1,303	$40.28	471	$55.71	651	$40.28
John C. Marion	35%	1,411	$40.28	510	$55.71	705	$40.28

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Total Shareholder Return Comparison Group and Methodology

The award subject to TSR performance will be assessed utilizing an “outrank” methodology, whereby MVB’s percent rank is assessed against its compensation peer group, defined as the peer group in use at the time of grant. The percent rank will determine the payout percentage as described in the table below. If MVB’s percentile rank falls between the threshold and target percentiles, or between the target and maximum percentiles, payouts will be interpolated accordingly:

Performance Level

TSR Percent Rank

Payout (% of Target)

Threshold

25th Percentile

Target

50th Percentile

100%

Maximum

75th Percentile

200%

Return on Assets Goal

An additional 25% of the award is subject to the bank’s ROA performance but is assessed against internal goals. These goals will be defined at Threshold, Target and Maximum performance, and will correspond with payouts at 0%, 100%, and 200% of target, respectively.

The ROA goal will be defined for the three-year period, based on the average annual ROA for each of the three years in the performance period. The goals will be established and defined in awards agreements at the time of the grant.

Additional Compensation Practices and Policies

Recoupment (“Clawback”) Policy

MVB has an incentive compensation recoupment ("clawback") policy in place, which provides for the recoupment of certain compensation paid to executive officers of the Company under certain circumstances involving material financial restatements. MVB may recoup any cash and equity incentive compensation that is paid, awarded or vested based on the achievement of reported financial results that are subsequently restated or otherwise adjusted to levels which do not support the award or payment.

Hedging Policy

Hedging or monetization transactions can be accomplished through a number of possible mechanisms, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars and exchange funds. Such hedging transactions may permit a director, officer or employee to continue to own Company securities obtained through employee benefit plans or otherwise, but without the full risks and rewards of ownership. When that occurs, the director, officer or employee may no longer have the same objectives as the Company’s other shareholders. Therefore, NEOs, Officers and Directors are prohibited from engaging in any such transactions.

MVB Financial Corp. 2022 Proxy Statement

Margin Accounts and Pledged Securities

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

Perquisites and Other Benefits

Executive officers participate in other employee benefit plans generally available to all team members on the same terms as similarly situated team members. These plans include medical, dental, group life insurance, and group disability programs, as well as health savings accounts for reimbursement of medical expenses.

Bank-Owned Life Insurance Program

In 1999, MVB implemented a bank-owned life insurance (“BOLI”) program which was designed to offset employee benefit costs. The policies purchased over time are primarily general account and hybrid account. MVB followed and continues to follow all the regulatory and compliance guidelines by including only officers and directors and obtaining consents from each to participate in the program. Specifically, the program insures approximately 60 current or former officers and directors. It is the intent of MVB to hold the insurance policies until the death of each insured. BOLI is currently owned by approximately 65% of all banks in the U.S.

Retirement 401(k) Plan

MVB maintains a defined contribution 401(k) retirement savings plan for all team members over the age of 21 years old. The 401(k) plan provides that each participant may contribute up to 100% of his or her pre-tax compensation or after-tax (Roth) deferral contribution amounts up to a statutory limit of $19,500. Participants who are at least 50 years old are also entitled to make “catch-up” contributions, which may be up to an additional $6,500. MVB currently utilizes an automatic enrollment strategy in which new team members over the age of 21 are automatically enrolled in the 401(k) plan at a pre-tax deferral rate of 5% unless they make the decision to opt out via the system platform.

MVB matches 100% up to 4% of the participant’s total compensation on a per pay basis, subject to Internal Revenue Service limitations. Full-time and certain part-time team members are eligible to participate upon the first month following their first day of employment or having attained age 21, whichever is later. Both team member and employer contributions are 100% fully vested based on the first contribution. MVB company stock (NASDAQ: MVBF) has been added as a plan investment option and is limited to 10% of the team member’s balance. Employee and employer contributions are held and invested by the 401(k) plan’s trustee.

Employment Agreements

MVB and its subsidiaries provide certain executive officers with written employment agreements in order to secure the services of key talent 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.

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The agreements provide for discharge by MVB for cause or without cause, discharge by the employee, and terminate in the event of the death of the employee. If terminated by reason of the death of the employee, the employee shall be paid when due and in accordance with MVB’s normal payroll practices and relevant policies. If terminated by MVB without cause, and, for Mr. Robinson and Mr. Mazza, also if terminated by the employee for good reason, the employee is entitled to a severance payment equal to a set number of months of the employee’s base salary, and any annual incentive compensation earned for such year, prorated for the number of calendar days worked in the year.

The employment agreements for each executive officer contain termination provisions which would permit salary continuation under certain circumstances in the event the contracts are terminated by MVB or in the event of a termination or severance of such executive officer’s employment subsequent or immediately prior to a change in control.

The employment agreements with NEOs are described below under “Employment Agreements and Change in Control.”

Change in Control

MVB believes that change in control benefits provide security for its employees and minimize distraction of employees in the event of a significant merger and acquisition scenario, allowing them to remain objective and focused on maximizing shareholder value.

The employment agreements with certain executive officers set forth certain terms and conditions upon the occurrence of a “Change in Control” event.

If the employment of Mr. Mazza, Mr. Robinson, Mr. Greathouse or Mr. Marion is terminated without Cause, and, for Mr. Robinson and Mr. Mazza, also if terminated by the employee for good reason, within one year following a Change in Control (as defined below) or within the three months immediately preceding a Change in Control, the employee would be entitled to an enhanced severance payment equal to 0.5 times the amount of the base severance compensation due.

A “Change in Control” means either: (i) a consolidation or merger of MVB pursuant to which the shareholders of MVB immediately before the transaction do not retain more than 50% of the total combined voting power of the surviving entity; (ii) a sale, lease, exchange or other transfer of all or substantially all of the assets of MVB; or (iii) a sale or exchange by the holders of more than 50% of MVB’s common stock.

MVB Financial Corp. 2022 Proxy Statement

Executive Compensation Tables

Summary Compensation Table

The following information is prepared based on positions as of 2021. In 2021, compensation was paid to team members by MVB or MVB Bank, unless otherwise noted. The following table summarizes compensation paid to the named executive officer for the periods indicated.


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 CEO, MVB Financial Corp. and MVB Bank	2021	$798,000	$0	$506,940	$0	$741,000	$196	$70,846	$2,116,982
	2020	$778,355	$0	$506,969	$0	$607,000	$75,236	$58,223	$2,025,783
	2019	$739,731	$0	$451,750	$0	$487,890	$81,990	$52,601	$1,813,962
Donald T. Robinson President, MVB Financial Corp. and MVB Bank, and Chief Financial Officer, MVB Financial Corp.	2021	$446,623	$110,000	$233,500	$0	$280,132	$(7,403)	$29,836	$1,092,688
	2020	$411,035	$110,000	$168,440	$0	$216,300	$23,014	$10,947	$939,736
	2019	$397,846	$25,000	$126,000	$0	$176,904	$26,070	$8,938	$760,758
John T. Schirripa EVP, Chief Commercial Lending Officer, MVB Bank	2021	$297,692	$0	$104,940	$0	$197,838	$(4,778)	$11,005	$606,697
	2020	$286,538	$0	$101,490	$0	$160,300	$29,127	$6,724	$584,179
	2019	$285,577	$0	$96,250	$0	$135,135	$31,768	$6,502	$555,232
Craig B. Greathouse EVP, Chief People & Culture Officer, MVB Financial Corp. and MVB Bank	2021	$305,323	$0	$104,940	$0	$193,682	$0	$11,205	$615,150
	2020	$274,588	$0	$92,723	$0	$146,300	$0	$7,595	$521,206
John C. Marion EVP, Chief Risk Officer, MVB Financial Corp. and MVB Bank	2021	$326,400	$0	$113,650	$0	$216,125	$0	$13,124	$669,299
	2020	$150,350	$25,000	$0.00	$32,300	$91,000	$0	$3,046	$301,696

1 This figure includes salary, commission, and vehicle allowance.

2 Mr. Robinson received a $110,000 bonus for performance related to transactional projects in 2021.

3 Mr. Robinson received a grant of 2,000 Restricted Stock Units (“RSUs”) with a one-year time-based vesting schedule for performance related to transactional projects in 2021.

4 These amounts are calculated using the Black-Scholes value at the time of the grant.

5 These amounts include director fees of $52,881 for 2021, $43,800 for 2020, and $39,500 for 2019 for Mr. Mazza and $11,667 for Mr. Robinson.

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Grants of Plan-Based Awards


Grants of Plan-Based Awards Table - Fiscal Year 2021
		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	5/1/21	$331,500	$390,000	$780,000				6,293			$253,480
	5/1/21				0	2,275	4,550	2,275			$126,740
	5/1/21				0	3,146	6,292	3,146			$126,720
Donald T. Robinson (1)	5/1/21	$125,322	$147,438	$294,876				1,868			$75,240
	5/1/21				0	675	1,350	675			$37,600
	5/1/21				0	934	1,868	934			$37,620
John T. Schirripa	5/1/21	$88,506	$104,125	$208,250				1,303			$52,480
	5/1/21				0	471	942	471			$26,240
	5/1/21				0	651	1,302	651			$26,220
Craig B. Greathouse	5/1/21	$86,647	$101,938	$203,876				1,303			$52,480
	5/1/21				0	471	942	471			$26,240
	5/1/21				0	651	1,302	651			$26,220
John C. Marion	5/1/21	$96,688	$113,750	$227,500				1,411			$56,840
	5/1/21				0	510	1,020	510			$28,410
	5/1/21				0	705	1,410	705			$28,400

1 Mr. Robinson received an additional restricted stock until award of 2,000 shares on December 31, 2021 for total grant date fair value of $83,040.

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 2013 MVB Financial Corp. Stock Incentive Plan (Amended) 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, grants have a five-year vesting period with an expiration life span of ten years.

During 2021, the Compensation Committee granted 22 awards, totaling 28,772 shares at exercise prices ranging from $32.87 to $44.98 per share. The expense to be recognized with respect to such awards will be amortized over the vesting period, beginning the year of the grant.

MVB Financial Corp. 2022 Proxy Statement

Outstanding Equity Awards


Outstanding Equity Awards at Fiscal Year-End 2021
	Option Awards					Stock Awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares or units of stock that have not vested (#)	Equity incentive plan awards: number of unearned shares, units, or other rights that have not vested (#)	Equity incentive plan awards: market or payout value of unearned shares, units, or other rights that have not vested ($)
Larry F. Mazza	8,333	0	0	$12.00	12/31/2022	16,598	$689,149	0	$0
	21,250	0	0	$16.00	2/1/2024	12,138	$503,970	9,963	$413,664
	100,000	0	0	$12.50	2/3/2026	15,310	$635,671	20,772	$862,453
	40,000	10,000	0	$12.85	3/21/2027	6,293	$261,285	5,421	$225,080
	60,000	40,000	0	$19.65	2/21/2028	0	$0	0	$0
Donald T. Robinson	15,000	0	0	$12.00	1/1/2023	5,005	$207,808	0	$0
	50,000	0	0	$16.00	12/31/2023	3,387	$140,628	2,778	$115,343
	15,000	0	0	$12.50	2/3/2026	4,176	$173,388	5,664	$235,169
	100,000	0	0	$13.25	9/21/2026	3,868	$160,599	1,609	$66,806
	20,000	5,000	0	$12.85	3/21/2027	0	$0	0	$0
	9,000	6,000	0	$19.65	2/21/2028	0	$0	0	$0
John T. Schirripa	15,000	0	0

SEC Form DEF 14A filed by MVB Financial Corp.