mvbf-20240405

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

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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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301 Virginia Avenue

Fairmont, WV 26554


			Notice of 2024 Annual Meeting of Shareholders
			via Live Webcast, please visit:			May 21, 2024
			www.meetnow.global/M649UNM			10:00 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 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB Financial Corp. (“MVB”, the “Company”, “we” or “our”) will be held via live webcast at 10:00 a.m. EDT on May 21, 2024. You will be able to participate, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/M649UNM. 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 10:00 a.m. EDT and online access will be available beginning at 9:00 a.m. EDT. We encourage you to access the webcast prior to the start time. Although very unlikely, please be aware that the date, time, or location of the Annual Meeting may change based on MVB's facts and circumstances. The purpose of this meeting is to consider and vote on the following proposals:


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 FORVIS, LLP as the independent registered public accounting firm for 2024.

4			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 27, 2024 (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 8, 2024. As of the Record Date, there were approximately 12,840,883 shares of the Company’s voting common stock outstanding.

MVB Financial Corp. 2024 Proxy Statement

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held Virtually on May 21, 2024.

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 2024 Proxy Statement, proxy card and Annual Report for fiscal year 2023 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 8, 2024

(approximate mailing date)

Your vote is important. Please vote.

www.mvbbanking.com

Table of Contents


Proxy Statement Summary			4
MVB Values and Culture			8
Corporate Governance			9
Role of the Board of Directors			9
Board Committees			10
Board Leadership Structure			12
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			32
Human Resources and Compensation Committee Report			32
Compensation Discussion and Analysis			33
Executive Compensation Tables			54
Summary Compensation Table			54
Grants of Plan-Based Awards			56
Outstanding Equity Awards			57
Option Exercises and Stock Vesting			57
Potential Payments Upon Termination or Change in Control			58
Retirement Plans			60
CEO Pay Ratio			61
Pay Versus Performance			62
Environmental, Social, & Governance (ESG)			68
Proposals			69
Proposal No. 1 – Election of Directors			69
Proposal No. 2 – Advisory Vote to Approve Executive Compensation			70
Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm			70
Other Information			72
Audit Committee Report			72
Security Ownership of Certain Beneficial Owners and Management			72
General Information			74

MVB Financial Corp. 2024 Proxy Statement

Proxy Statement Summary

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 2024 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 carefully review all of the important information contained in this Proxy Statement before voting.

2024 Annual Meeting of Shareholders

via Live Webcast May 21, 2024

at www.meetnow.global/M648UNM) 10:00 a.m. EDT

The record date for the Annual Meeting is March 27, 2024 (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 at 10:00 a.m. EDT on May 21, 2024. You will be able to participate, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/M649UNM. You will not be able to attend the Annual Meeting in person. Although very unlikely, please be aware that the date, time, or location of the Annual Meeting may change 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.	FOR ALL of the nominees	69
2	To approve on a non-binding advisory basis, the compensation of our named executive officers.	FOR	70
3	To ratify the appointment of FORVIS as the independent registered public accounting firm for 2024.	FOR	70

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 phone. For more detailed information, see Voting Procedures beginning on page 76.

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 compliance and performance monitoring. 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, at least two diverse directors. This rule requires all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of directors. A few governance highlights are as follows:

–Eight of our nine Directors are independent

–Separate Chairman, CEO, and President roles

–Three of our nine Directors are diverse (three females)

–Three Directors have prior public board experience

–The Board as a whole has a wide range of expertise

–Balanced Director tenure with an average tenure of approximately eight 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.

Independent

Audit

Finance

N&CG

Compensation

Risk

W. Marston Becker, Chairman

Chair

John W. Ebert

Chair

Daniel W. Holt

Gary A. LeDonne

Chair

Larry F. Mazza

CEO

Kelly R. Nelson, MD

Chair

Jan Lynn Owen

Lindsay A. Slader

Cheryl D. Spielman

Chair

The committee membership above reflects the membership for fiscal year 2023 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. 2024 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.

Sound 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. We achieve our objectives through compensation that we believe does not encourage unnecessary and excessive risk taking. 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.

•Achieved meeting the primary Earnings per Share (“EPS”) trigger and above maximum performance on three of the four financial scorecard metrics resulting in a 2023 plan payout at 107.99% of target.

•Revised the long-term incentive plan to add a relative TSR modifier to measure all results between the 25th and 75th percentiles of the targeted peers.

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

•91.53% of votes cast on the say-on-pay proposal at the 2023 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 regular reports from management on these items. Management supports these activities and provides strategic guidance and senior-level review of ESG activities.

MVB Values and Culture

MVB’s “Purpose” is to be “Trusted Partners on the Financial Frontier, Committed to Your Success.” We uphold our core values of Love, Trust, Commitment, Adaptability, and 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, understand areas of opportunity, and 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. 2024 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 compliance and performance monitoring. MVB’s key governance documents are available at ir.mvbbanking.com/govdocs.

The Board has determined that, 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. No director is or has 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”). Based upon its review, the Board has determined that each director, except for Mr. Mazza, is “independent” as defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

The Board of Directors of MVB had eight (8) regularly scheduled meetings and six (6) additional special project and strategic initiative meetings during 2023. 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 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 98%.

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.

Directors on Subsidiary Boards

Independent

Proco Global

Potomac Mortgage Group

MVB Insurance

Paladin Fraud

MVB Edge Ventures

Trabian

MVB Technology

Victor

W. Marston Becker

Chair

John W. Ebert

Daniel W. Holt

Gary A. LeDonne

Chair

Larry F. Mazza

CEO

Chair

Kelly R. Nelson, MD

Jan L. Owen

Lindsay A. Slader

Cheryl D. Spielman

www.mvbbanking.com

Board Committees

The Board has a standing Audit Committee, Finance Committee, Human Resources and Compensation Committee (the “Compensation Committee”), Nominating and Corporate Governance Committee (the “N&CG”), and Risk and Compliance 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/governance/governance-documents/default.asp.

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.

The Audit Committee meets with MVB's Chief Audit Executive, who oversees the internal audit function of MVB, and FORVIS, 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 the 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 to questioners and responders.

The Audit Committee Charter was reviewed and approved by the Board on October 9, 2023. The Audit Committee met sixteen (16) times in 2023. Messrs. Ebert, LeDonne, and Ms. Spielman served on the Audit Committee for fiscal year 2023 and during the period leading up to the Annual Meeting, with Ms Spielman serving as the Chairperson. Ms. Spielman will continue to serve as Chairperson, but Dr. Nelson will replace Mr. Ebert on the Audit Committee 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 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. The Finance Committee also 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 reviewing the Company’s annual operational and capital budgets. Lastly, the Finance Committee oversees the Company’s equity and other investments in fintech companies.

MVB Financial Corp. 2024 Proxy Statement

On April 17, 2023, the Board reviewed and approved the Finance Committee Charter. The Finance Committee met five (5) times in 2023. Messrs. Ebert, LeDonne and Becker and Ms. Spielman served on the Finance Committee for fiscal year 2023 and during the period leading up to the Annual Meeting, with Mr. LeDonne serving as the Chairperson. The same committee membership will continue with Mr LeDonne continuing to serve as Chairperson following the Annual Meeting.

Human Resources & 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 the CEO;

5.approve senior management salaries; and

6.establish director compensation.

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

Pay Governance, LLC (“Pay Governance”) has served as the Compensation Committee’s independent compensation advisor since the fall of 2021. The Compensation Committee has direct access to its compensation advisor and may engage its compensation advisor on an as needed basis for advice with respect to the amount and form of executive and director compensation.

The Compensation Committee determined that the work performed by Pay Governance during the 2023 fiscal year did not raise any actual conflict of interest or compromise the independence of Pay Governance. Additionally, the Compensation Committee determined that Pay Governance qualified as independent for purposes of SEC Rule 10C-1(b)(4) and Section 805(c)(4) of the NYSE American Rules.

On April 17, 2023, the Board reviewed and approved the Compensation Committee Charter. The Compensation Committee met seven (7) times in 2023. Messrs. Becker and Ebert, and Ms. Slader served on the Compensation Committee for fiscal year 2023 and during the period leading up to the Annual Meeting, with Mr. Becker serving as the Chairperson. The same committee membership will continue with Mr. Becker continuing to serve as Chairperson following the Annual Meeting.

Compensation Committee Interlocks and Insider Participation

None of the Compensation Committee members are, or have been, officers or team members of MVB. During fiscal year 2023, 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.

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;

www.mvbbanking.com

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

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. On February 13, 2024, the Board reviewed and approved the N&CG Committee Charter. The N&CG Committee met seven (7) times in 2023. Messrs. Ebert and Holt, Dr. Nelson, and Ms. Owen served on the N&CG Committee, with Mr. Ebert serving as the Chairperson for fiscal year 2023 and during the period leading up to the Annual Meeting. The same committee membership will continue with Mr. Ebert continuing to serve as Chairperson 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.

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 April 17, 2023. The Risk and Compliance Committee met thirteen (13) times in 2023. Dr. Nelson, Mr. LeDonne and Mses. Owen, Slader, and Spielman served on the Risk and Compliance Committee, with Dr. Nelson serving as the Chairperson for fiscal year 2023 and during the period leading up to the Annual Meeting. Following the Annual Meeting, Mr. LeDonne will no longer serve on the Committee; however, the rest of the committee membership will continue to serve, with Dr. Nelson remaining as Chairperson. In addition to committee participation, Dr. Nelson and Ms. Spielman maintain regular open dialogue with the Bank’s Chief Operations Officer and Chief Risk Officer and participate in routine touchpoints with the Bank’s regulators.

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, 2023, the Board consisted of nine (9) directors.

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 Financial Corp. 2024 Proxy Statement

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 2027. 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 2027, three Board members whose term expires in 2026 and three Board members whose term expires in 2025.

During each of the past five 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 of and supported having a declassified Board of Directors, such a change would require an amendment to the Articles. Furthermore, an amendment to the Articles to declassify 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 number of total votes cast by shareholders was 76.97% with the most recent three-year average of 75.30%.

MVB's shareholder base is an even mix of retail and non-institutional investors.

Stock Ownership Structure 2023 FINAL JPEG.jpg

www.mvbbanking.com

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 the necessary number of shareholders would not approve such a recommendation. 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 will increase allowing us to bring declassification to a vote.

The Board Chair, CEO and President are three separate individuals. In previous years, the same individual occupied the CEO and President positions; 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 MVB’s 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 concentrate 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. An independent director chairs each committee. Members of management and other MVB staff members support the respective Chairs of each committee in providing requested information necessary for each committee to provide appropriate risk oversight.

Annual Board and Committee Evaluation

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. The Board uses this information 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 experience and expertise that are essential for appropriate strategic direction, advisory depth and oversight from all MVB boards of directors. The N&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board has a strong mix of these criteria in areas most critical to MVB's success.

MVB Financial Corp. 2024 Proxy Statement

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

Expertise Matrix Slide with changes to JPEG 03-26-24.jpg

Expertise Matrix Slide with changes slide 2 to JPEG.jpg

Expertise Matrix Slide with changes - Slide 3 to JPEG 2.jpg

www.mvbbanking.com

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	3	6	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	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	3	6	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

MVB Financial Corp. 2024 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 know 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 identifying and selecting director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints are considered when selecting a director nominee, the N&CG Committee also focuses on a candidate’s skills, expertise and background to ensure their appointment would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, 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 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, and 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, is Co-Founder and CEO. In January 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. As of December 31, 2023, the line of credit to BillGO as been closed. Since 2016, MVB and MVB Bank have made periodic debt and equity investments in BillGO. Additionally, MVB recognized $227,000 of service fee revenue during the year ended December 31, 2023 from BillGo.

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.

Policies and Procedures for Related Party Transactions

Our Board has adopted a written corporate conduct policy that includes procedures for identifying, reviewing, and approving related party transactions to ensure compliance with SEC regulations, Nasdaq requirements, and other applicable rules and regulations. Further, our Board has adopted a written loan policy requiring that any related party loans be reviewed and approved or disapproved by our Board or a duly authorized committee. In reviewing such loans, the Board or a duly authorized committee considers, among other factors it deems appropriate, whether the interested transaction is on terms substantially similar to terms offered to comparably situated customers who are not related parties.

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 2023 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 the original of the shareholder communication for his or her review.

MVB Financial Corp. 2024 Proxy Statement

Directors

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

Director Overview

The Board conducts an annual board assessment including Board member peer feedback. This information is used to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of the Board and MVB’s subsidiary boards or directors. This matrix is based on various focus areas of experience and expertise that are essential for appropriate strategic direction, advisory depth and oversight from all MVB boards of directors. The N&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board has a strong mix of these criteria in areas most critical to MVB's success.

Diversity is just one of many factors the N&CG Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints are considered when selecting a director nominee, the N&CG Committee also focuses on a candidate’s skills, expertise and background to ensure their appointment would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology.

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

•Directors should be of the highest ethical character.

•Directors should have excellent personal and professional reputations.

•Directors should be accomplished in their professions or careers.

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

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

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

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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 the share ownership guidelines as established by MVB.

•Directors must be at least 21 years of age.

The Board reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial institutions.

Our Board recognizes the importance of consistent, deliberate Board refreshment and succession planning to ensure that the directors possess a composite set of skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities.

In addition, the N&CG Committee identifies and evaluates nominees as follows: In the case of incumbent directors whose terms are set to expire, the N&CG Committee considers the directors’ overall service to MVB or MVB Bank during their term, including such factors as the number of meetings attended, the level of participation, quality of performance and any transactions between such directors and MVB and MVB Bank. The N&CG Committee also reviews the payment history of loans, if any, made to such directors by MVB Bank to ensure that the directors are not chronically delinquent and in default.

The N&CG Committee considers whether any transactions between the directors and MVB Bank have been criticized by any banking regulatory agency or MVB Bank’s external auditors and whether corrective action, if required, has been taken and was sufficient. The N&CG Committee also confirms that such directors remain eligible to serve on the board of directors of a financial institution under federal and state law.

The Board will consider director candidates recommended by shareholders for nomination, provided that the recommendations are received at least 90 days prior to the anniversary of the previous year's annual meeting of shareholders. In addition, shareholders must follow the procedures set forth below for submitting nominations for directors. The Board does not intend to alter the manner in which it evaluates candidates, regardless of whether or not the candidate was recommended or nominated by a shareholder.

For new director candidates, the N&CG Committee uses its network of contacts to compile a list of potential candidates. The N&CG Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The N&CG Committee then discusses each candidate’s qualifications and chooses a candidate by majority vote.

Director Orientation and Continuing Education

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

MVB Financial Corp. 2024 Proxy Statement

Shareholder Nominations of Directors

The Bylaws provide that nominations for election to the Board must be made by a shareholder in writing and delivered or mailed to the President of MVB not less than 90 days prior to the anniversary of the previous year's annual meeting of shareholders, provided, however, that if the date of the annual meeting is more than 30 days before or more than 70 days after the anniversary of the previous year's annual meeting, the nominations must be mailed or delivered to the President not later than the close of business on the later of the 90th day prior to such annual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period or extend any time period for the giving of a shareholder’s notice.

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

•Name, address and date of birth of the proposed nominee(s);

•Principal occupation of the nominee(s);

•Total shares to be voted for each nominee;

•Name and address of the nominating shareholder; and

•Number of shares owned by the nominating shareholder.

Nominations not made in accordance with these requirements may be disregarded by the Board and in such case the votes cast for each such nominee will likewise be disregarded. All nominees for election at the Annual Meeting are incumbent directors and are included as nominees in this Proxy Statement upon the recommendation of the N&CG Committee. No shareholder recommendations or nominations have been made for the election of directors at the 2024 Annual Meeting.

Nominations for election to the Board for the 2025 Annual Meeting of Shareholders must be made by a shareholder in writing and delivered or mailed to the President of MVB on or before Thursday, February 20, 2025.

www.mvbbanking.com

Nominees for Election

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

Name

Age

Year First Elected

Position

John W. Ebert

2005

Director

Kelly R. Nelson, MD

2004

Director

Jan. L. Owen

2022

Director

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


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


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

MVB Financial Corp. 2024 Proxy Statement


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

www.mvbbanking.com

Directors Not Up For Election

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


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

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


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

MVB Financial Corp. 2024 Proxy Statement


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



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

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

MVB Financial Corp. 2024 Proxy Statement


			Lindsay A. Slader MVB Director
			Lindsay A. Slader, 38, is the Managing Director of Gaming at GeoComply, a cybersecurity and fraud prevention firm delivering geolocation and user authentication technologies. She joined the company in its infancy in 2012 as its first employee. Beyond gaming, GeoComply provides solutions for streaming video broadcasters and the online banking, payments and cryptocurrency industries and serves an impressive list of global customers including Amazon Prime Video, BBC, Akamai, DraftKings, FanDuel and MGM.
Having worked in the internet gaming and digital services industries for 15 years, Ms. Slader is a recognized expert in her field, regularly speaking at industry conferences and as a weekly media contributor to both mainstream business and gaming industry publications. Over the last decade, Ms. Slader has provided expert witness testimony on regulatory compliance, geolocation technologies and her gaming industry expertise at several state and federal hearings. Prior to GeoComply, she spent five years specializing in regulatory compliance, gaming technology and business development at gaming compliance testing companies Gaming Laboratories International and Technical Systems Testing. Ms. Slader graduated from the University of British Columbia with a bachelor’s degree in political science and international relations. She also holds a post-graduate diploma in Urban Studies from Simon Fraser University and a certificate in European Strategic Policy from Science Po Lille. Ms. Slader currently serves on MVB’s Risk and Compliance Committee and the Compensation Committee. She also serves as a member of the board of directors of MVB Bank, Inc. We believe her knowledge and experience in business development, gaming, technology, fraud prevention and regulatory compliance qualify her to serve as a member of the Board.

			Cheryl D. Spielman MVB Director
			Cheryl D. Spielman, 69, is a retired Partner from Ernst & Young U.S., LLP, retiring in 2015, where she led various groups from 1997 to 2015, serving as Leader of Human Capital for Financial Services for the last eight years there. From 1989 to 1996, she was an executive with the firm. She has been a personal consultant and advisor to CEOs in various industries, including financial services, consumer products and entertainment.
Ms. Spielman has a great deal of financial experience with an audit background. Upon retirement from Ernst & Young, she served on the Board of Directors of IPM, a privately held technology systems integration company, which sold in 2017. From 2017 to 2019, she served as a member of the Board of Directors of First Republic Bank (FRC), which was headquartered in California. Previously, Ms. Spielman was a tax professional at Arthur Young & Company. She was a trustee of the Cornell University Hillel Board and serves on the Women’s Foundation of South Palm Beach County. Ms. Spielman also serves on the Board of Governors and the is former Executive Vice President, Treasurer and Compensation Chair of the Polo Club of Boca Raton, Florida. She was associated with Cornell entity boards. She earned a bachelor of science degree in 1977 from Cornell University and an M.B.A. in 1980 from the University of Chicago. She is also a Certified Public Accountant. Ms. Spielman is currently the Chair of MVB's Audit Committee and serves on the Finance Committee and the Risk and Compliance Committee. She is designated as an Audit Committee Financial Expert by the Board. Ms. Spielman also serves as a member of the board of directors of MVB Bank, Inc. We believe her strong background and experience in accounting, client-focused global human resources and tax services, tax risk management and employment-related issues qualify her to serve as a member of the Board

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

www.mvbbanking.com

Compensation of Directors

Our HR and Compensation Committee periodically reviews and recommends updates to the director

compensation program for our Board approval. No changes were made to the form or amount of director compensation for 2023.

MVB uses a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as well as the skill level we require of members of our Board.


2023 Director Compensation
Board or Committee	Chair Retainer (Annual)		Member Retainer (Annual)

MVB Financial Corp.			$	20,000
Chairman of the Board	$	50,000
Audit Committee	$	25,000	$	5,000
Risk and Compliance Committee	$	20,000	$	4,000
Compensation Committee	$	20,000	$	4,000
N&CG Committee	$	15,000	$	3,000
Finance Committee	$	20,000	$	4,000

*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 2023


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

1 Includes MVB Board and committee fees and fees paid for service on MVB subsidiary boards of directors.

2 Each director was granted Time-Vested RSUs on June 1, 2023 at a share price of $18.02 per share for 4,162 shares, which will be fully vested on June 1, 2024.

MVB Financial Corp. 2024 Proxy Statement

Executive Officers

The following table sets forth information regarding MVB’s executive officers. All ages are provided as of March 27, 2024:

Name

Age

Position

Larry F. Mazza

Chief Executive Officer

Donald T. Robinson

President & Chief Financial Officer

Michael L. Giorgio

Executive Vice President, Chief Information Officer

Craig B. Greathouse

Executive Vice President, Chief Administrative Officer

John C. Marion

Executive Vice President, Chief Risk Officer

Provided below is biographical information for MVB’s executive officers, other than Mr. Mazza. For information regarding Mr. Mazza, see “Directors - Directors Not Up for Election”.


			Donald T. Robinson President & Chief Financial Officer
			Donald T. Robinson has been with MVB since 2011 and was appointed as President in January 2022. He previously served as Executive Vice President, Chief Financial Officer and Corporate Development Officer for MVB Financial and MVB Bank. He also previously served as President and Chief Operating Officer for 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 Arthur 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 IPO.
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 and the Finance Committee of St. Francis Central Catholic School. He is the founder and organizer of the Mon County Baseball Classic which benefits Stepping Stones. He is also a Founder of GameChanger, a student-powered substance misuse prevention organization, and is a member of Mon Health Medical Center’s Board of Directors.

			Michael L. Giorgio Executive Vice President, Chief Information Officer
			Michael “Mike” Giorgio brings more than 20 years of leadership experience in operations, lending, risk, information/cyber security and technology within retail/commercial banking and Fintech organizations. At MVB, Giorgio is focused on integrating a holistic technology approach for the overall MVB enterprise, including the support provided for internal projects by our technology companies, Trabian and Victor.

www.mvbbanking.com


Mr. Giorgio is responsible for establishing the long-term vision and developing strategies for the Information Technology department and initiatives that support MVB’s ongoing business operations and strategic plan. He directs the planning and implementation of enterprise systems and architecture to support business operations, focusing on compliance and regulatory needs. He implements IT capabilities that provide a competitive advantage for MVB and is ultimately accountable for all aspects of the organization’s information technology infrastructure. Prior to joining MVB, Mr. Giorgio served as Chief Executive Officer of Kraken Bank (SPDI) and Chairman & CEO of SMC Blockchain Labs. Previously he served as Senior Vice President and Chief Technology Officer at Metropolitan Commercial Bank architecting innovative solutions to support a digital currency and prepaid card clientele from 2018-2020. He also was the Senior Vice President and Chief Technology Officer for Laurel Road, a national lending and banking company focused on student loan refinancing from 2016 to 2018. Before entering the national lending space, he spent more than ten years leading organizational transformation efforts adopting digital first strategies including mobile/online banking, digital loan applications and online account opening. Mr. Giorgio received his M.B.A. from Quinnipiac University and holds a B.S. in Computer Science from St. John’s University. He also maintains a CISSP (Certified Information Systems Security Professional) certification.

			Craig B. Greathouse Executive Vice President, Chief Administrative Officer
			Craig B. Greathouse joined MVB Financial Corp. in 2018 as Senior Vice President of Human Resources. Mr. Greathouse has since been promoted to Executive Vice President, Chief Administrative Officer. He is a graduate of West Virginia University, where he earned a bachelor’s degree in Business Administration. He later graduated from the University of South Carolina, where he earned a master’s degree in Human Resource Management.
Mr. Greathouse has nearly 30 years of progressive leadership experience. Previously, he was the Vice President of Human Relations for Mylan’s North America leadership team, where he served during a period of tremendous growth. He was responsible for overseeing employee engagement and labor relations, succession planning and talent development, as well as leading and supporting a number of business transformation and restructuring projects. Prior to his time at Mylan, Mr. Greathouse spent more than 12 years at GE Aviation in a number of senior human resources leadership roles for global organizations, including Turbine Airfoils Manufacturing and Engineering Division, Finance and Legal Divisions and the Customer and Product Support Operations. In his most recent position with GE as the Executive Human Resources Leader, Assembly, Test and Overhaul Center of Excellence, Mr. Greathouse provided overall human resources direction and strategy for a production, services and engineering organization with 20 locations and 7,000 employees across Asia, Europe, South America and the U.S. Mr. Greathouse has been involved in community service activities throughout his career. He was a long-serving Board Member for GE Aviation’s Community Service Fund and managed Mylan’s regional charitable contributions program. In 2013, 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. Mr. Greathouse currently leads all aspects of human resources strategies and programs to support the continued development of MVB Financial’s growth-oriented culture, including Team Member engagement and development, talent acquisition, performance management, compensation and benefits programs and organizational development activities.

MVB Financial Corp. 2024 Proxy Statement



			John C. Marion Executive Vice President, Chief Risk Officer
			John Marion has over 20 years of experience in the banking and financial services industry and is the Executive Vice President, Chief Risk Officer, for MVB Financial Corp. Prior to joining MVB, MR. Marion was the President and a member of the board of directors of Comenity Bank. Comenity is a $15 billion bank focused
primarily on co-brand and private label credit card lending. He spent much of his career with JPMorgan Chase, where he held various retail banking roles including CFO for Chase’s digital business. He was also Treasurer for the JPMorgan Chase Foundation, which contributes over $150 million annually to charitable organizations globally. Mr. Marion began his career at KPMG as a financial auditor in the Philadelphia office. He holds an MBA from The Wharton School, University of Pennsylvania, and a B.A. degree in Economics from the University of California, Los Angeles. He has always been active in the community, chairing the Community Reinvestment Committees for Comenity Bank and Chase Bank USA and serving on the Boards of Downtown Visions and First State Community Loan Fund in Wilmington, Delaware.

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

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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 (Chair), John W. Ebert, and Lindsay A. Slader

MVB Financial Corp. 2024 Proxy Statement

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives and structure of MVB’s 2023 executive compensation program. This includes discussion and background information regarding the compensation of the Chief Executive Officer, President and Chief Financial Officer, 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
Michael L. Giorgio			EVP, Chief Information Officer
Craig B. Greathouse			EVP, Chief Administrative Officer
John C. Marion			EVP, Chief Risk Officer

This CD&A explains the guiding principles and practices upon which our executive compensation program is based and the compensation paid to our NEOs. This information 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 Guiding Principles

The Board believes MVB’s compensation program effectively aligns our executive officers’ compensation with the long-term interests of MVB shareholders. Incentive compensation programs consist of a blend of annual performance and long-term equity 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.

MVB’s Incentive Compensation Clawback Policy encompasses 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.

Business Highlights

In 2023, MVB created shareholder value while successfully navigating disruptive industry events and challenging market conditions for the banking sector. Measured by stock performance, MVB’s total shareholder return in 2023 was 5.5% compared to (6.2)% for the SPDR S&P Regional Banking ETF (“KRE”). Growth in tangible book value per share for the year was 10.8% compared to 11.6% for all publicly traded banks. Over the last five years, MVB has grown tangible book value per share, a key measure of shareholder value creation, by 73.6% compared to 30.4% for all public banks.

MVB’s consistent track record of generating shareholder value, both in the short and long term, can be largely attributed to the strategic evolution of our business model over the past several years. These initiatives have effectively diversified our revenue streams and bolstered our structural foundation. This adaptability proved particularly crucial in traversing the various market disruptions of the post-pandemic era, most notably the industry challenges faced in 2023.

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Specific highlights and developments that helped position MVB to protect and grow shareholder value in 2023 included the following:

•MVB’s relatively higher concentration of noninterest bearing deposits primarily reflected our market leading position in online gaming and other Fintech initiatives. The growth drivers of this business are much less correlated to trends in traditional low cost bank deposits, a key point of purposeful differentiation for MVB during the industry’s travails in 2023. Noninterest bearing deposits measured 41% at MVB at year-end 2023 compared to 25% for bank industry peers.

•MVB’s relative funding cost advantage, and our ability to reprice assets as interest rates moved higher, drove our peer-leading net interest margin of 4.04% in 2023, level with the prior year.

•MVB’s strong balance sheet liquidity position helped us to weather the storm as the industry liquidity panic took hold in March 2023, enabling us to reduce higher cost funding as market conditions stabilized later in the year. This was a major contributing factor in our ability to drive improvement in net interest margin and net interest income in the second half of the year. The balance sheet loan to deposit ratio stood at 79.9% at year-end 2023 as compared to 88.2% for all public banks.

•Average available-for-sale investment securities measured 10.0% of total average assets in 2023, roughly half the concentration level of peer banks, reflecting a prudent and conservative approach to balance sheet positioning and risk management. As a result, MVB was less impacted by fluctuations in AOCI, another driving factor in the industry panic during 2023.

•As of year-end 2023, MVB has no outstanding FHLB or other liquidity-related borrowings, including from the Federal Reserve’s discount window or the Bank Term Funding Program, and no held-to-maturity investment securities.

•Measures of asset quality were stable throughout the year. Nonperforming loans measured 0.4% of total loans at year-end 2023, down from 0.5% at the prior year-end. Net loan charge-offs represented 0.4% of average loan balances in 2023, level with the prior year. As part of our efforts to further de-risk the balance sheet, we completed the sale of a portfolio of subprime automobile loans during 2023.

•MVB’s capital position was solid, as evidenced by Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio, MVB Bank’s Total Risk-Based Capital Ratio, and our tangible common equity to tangible assets ratio of 10.5%, 14.4%, 15.1%, and 8.6%, respectively, as of year-end 2023.

•During 2023, the successful execution of MVB’s various Fintech initiatives helped to further diversify the company’s revenue stream, as total payment card and service charge income increased by 18% in 2023 relative to the prior year.

•Total revenue was $143.0 million, up 2.6% from the prior year, driven primarily by higher interest income, partially offset by lower noninterest income.

•Total noninterest expense was $117.6 million, up 6.8% from the prior year, owing primarily to higher professional fees, as we took actions to enhance regulatory and compliance infrastructure in response to the industry events that took place in early 2023.

•Common cash dividends were $0.68 per share in 2023, flat with the prior year level.

MVB Financial Corp. 2024 Proxy Statement

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MVB Financial Corp. 2024 Proxy Statement

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MVB Financial Corp. 2024 Proxy Statement

MVB’s 2023 Executive Compensation Program Overview

Components of Executive Compensation

MVB’s executive compensation program is designed to attract and retain top-quality executive talent while creating a direct, meaningful link between business results and compensation opportunities.The primary elements of our compensation program consist of base salary, short-term annual cash incentives, and long-term equity incentives, each of which are described below.


Element	Overview	Purpose
Fixed
Base Salary	Fixed base cash compensation that considers the qualifications, experience, and scope of responsibilities of the executive’s role	To maintain market competitiveness and attract and retain top talent
Variable
Annual Incentive Plan (AIP) Payout Range: 0%-200% of target	Performance-based annual cash incentive opportunities tied to one-year performance and the Company's annual budget	To incentivize for certain annual financial, operational, and individual objectives
	Initial Trigger EPS Funding Metric – set at 85% of the average of published analyst expectations for the fiscal year	To set a rigorous profitability standard before bonuses can be paid at any level to executives
	Scorecard of Financial and Individual Performance Total Noninterest Income (20%) Total Noninterest Expense (20%) Charge Offs/Total Loans (20%) Total Core Deposits Growth (20%) Individual Performance Scorecard Rating (20%)	The scorecard contains metrics measuring income, growth and credit quality and an individual performance goal rating which provide a balanced approach to determining incentives
Long- Term Incentive Plan (LTIP) Payout Range: 0%-200% of target	Performance - and time-based equity compensation each of which vest over a three-year period	To reward for sustained long-term financial results, build stock ownership, align with shareholder interests and retain executives
	Performance-based RSUs (50% of LTIP) Three-year Cumulative EPS (50%) Three-year Cumulative Tangible Book Value per Share (50%) Three-Year Relative TSR vs. the S&P United States SmallCap Banks Index (Modifier +/-20%) Awards vest after end of the three-year performance period if performance goals are achieved	To incentivize for achieving multi-year growth objectives and long-term valuation creation efforts while ensuring that payouts reflect actual results experienced by shareholders
	Time-based RSUs (50% of LTIP) Awards vest ratably over three years	To align executives’ interests with shareholders and promote retention

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2023 Compensation Decisions and Incentive Plan Results

•2023 Target Pay Opportunities

The Human Resources and Compensation Committee provided no increases in target compensation opportunities in 2023.


	2023 Target Total Direct Compensation ($)	2022 Target Total Direct Compensation ($)	% Change
Larry F. Mazza	$2,040,000	$2,040,000	0%
Donald T. Robinson	$997,500	$997,500	0%
Michael L. Giorgio*	$637,500	N/A	N/A
Craig B. Greathouse	$637,500	$637,500	0%
John C. Marion	$637,500	$637,500	0%

No increases were awarded to the NEO’s in 2023.

*Mr. Giorgio joined MVB in 2023.

•2023 Executive Annual Incentive Plan Results

Overall, financial and individual performance goal achievement resulted in varying payouts that were slightly above, met or below the target level (107.99% of target) for 2023 and reflecting our better than average shareholder returns for the year. The fifth incentive goal is tied to the Executive’s Individual Performance Scorecard Rating which determines the direction of the NEO’s actual payout.

•Earnings per share grew from $1.23 per share in 2022 to $1.77 per share in 2023 (a 44% increase) exceeding the initial trigger needed to allow for any bonus payouts.

•Total Noninterest Income fell from $44.7 million in 2022 to $33.9 million in 2023, falling below the threshold level of performance and resulting in no payout for this metric.

•Total Noninterest Expense fell from 123.8 million in 2022 to $120.0 million in 2023, falling slightly below the target performance level resulting in a payout of 90% of target.

•Total Core Deposits grew by $300.8 million in 2023, exceeding the maximum performance level and resulting in a payout of 200% of target.

•Charge-Offs/Total Loans improved slightly from 0.37% in 2022 to 0.40% in 2023, exceeding the target performance level resulting in a payout of 150% of target and reflective of challenging lending environment.

•All NEO’s met or exceeded the individual performance scorecard threshold rating of 3.0, resulting in overall payouts of between 105% and 128% of target.

•2021-2023 Performance-based RSUs Results

Return on Assets and relative TSR performance for the three-year period from 2021-2023 both narrowly missed the threshold performance goal resulting in no payout for performance-based RSUs awarded in 2021 for the period from 2021 to 2023 and reflecting our below average shareholder returns in 2023.

•Three-year average Return on Assets of 0.97% fell just below the threshold goal of 1.00%, resulting in no payout.

•Three-year TSR of +6.2% ranked at the 23rd percentile of the relative TSR peer group, falling just below the threshold goal of 25th percentile, resulting in no payout.

MVB Financial Corp. 2024 Proxy Statement

•Special Compensation Actions in 2023

The Compensation Committee has consistently administered the Company’s incentive plans according to their metrics and pre-established goals, which is consistent with our pay philosophy. This approach has produced pay outcomes aligned with our results, including those of our shareholders. Further, the Committee historically has avoided adjustments for extraordinary items or special charges in determining the financial results serving as the basis for incentive payouts. Thus, the Committee takes much care in considering any potential payouts beyond the parameters of the incentive plan’s structure.

In March 2023, the Compensation Committee approved a special one-time bonus to reward executives who were critical to the success of the sale of Chartwell Compliance (“Chartwell”) to Ankura Consulting Group, LLC (“Ankura”). In determining the individual award amounts, the Compensation Committee considered the critical role that each of the executives had in the closing of the deal which generated an estimated gain of $11.5 million to the Company and limited payouts to below executives normal target annual incentive opportunities. For more information see “Chartwell Sale Bonus”on page 50.

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:

•Pay for Performance

Our philosophy is performance-based. For those Team Members in similar positions, we strive to award our strongest performers the most pay. Outstanding performance receives outstanding rewards. Our incentive plans are designed to drive and improve individual and business performance. Each plan requires measurable goals and objectives to be set, communicated, achieved, and audited prior to any award made. Award eligibility varies based on a Team Member’s level within the Company, their ability to drive results as well as relevant market pay data. Those with unacceptable performance are not eligible for incentive awards or merit increases.

•Profitability Drives the Programs

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

•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.

•Pay Structure

Various positions require various 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 our compensation practices across divisions of the organization.

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•Market Competitive Compensation

The “market” sets the framework for pay opportunity and achievement against objectives drives the actual payout. The intent of the compensation philosophy is to maintain a competitive compensation program and attract and retain top talent across the organization. MVB regularly conducts a market study of benchmark positions to determine the competitive posture of the organization and need for any changes. Reclassification of positions may occur on an ongoing basis depending on recommendations from senior management as well as updated market data.

MVB pays base salaries that target a reasonable range around the market median (of other companies comparable to our asset size, complexity as well as general industry standard rates). That target The true market rate is arrange of approximately +/-10% of the median pay rate. Salary ranges are reviewed annually and may be adjusted to maintain a competitive pay structure. High-level performers are groomed and prepared for the next level in their careers.

Target Executive Pay Mix

Although our HR and Compensation Committee does not target a specific allocation for each pay element, we aim to deliver a mix of pay elements (salary, target bonus and equity) that are aligned with typical market practices and deliver a market-based balance between fixed and variable elements, as well as short- and long-term incentives, as evidenced by the following 2023 target pay mix allocation relative 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 for shareholders. When financial and stock performance goals are not met, pay outcomes for our executives should reflect this reality.

MVB Financial Corp. 2024 Proxy Statement

Compensation Governance Policies and Practices

We believe our pay-for-performance philosophy and compensation governance practices provide an appropriate framework for 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

•Compensation Clawback Policy

•Stock Ownership Guidelines

•Prohibition of Hedging and Pledging

•Compensation Philosophy

•Independent compensation consultants

•Annual risk assessments of the compensation programs

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

•All incentive plans are capped

Say-on-Pay Vote Results

At the 2022 Annual Meeting, 98.59% of the shareholders of MVB voted in favor of our executive compensation proposal (commonly known as the “Say-on-Pay” proposal). The Human Resource and Compensation Committee believes this voting result reflects strong shareholder support for our current compensation practices and the approach the Committee has taken to managing the Company’s executive pay program.

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

MVB’s executive compensation program is designed by our Human Resource and Compensation Committee, (“Compensation Committee”), and our Board of Directors to closely track our long-term strategy. Over the years we have evolved our executive pay program while maintaining an overarching compensation philosophy aimed at achieving strong alignment between our long-term strategic goals and our shareholders’ interests.

We structured our current executive compensation program to align with the Board’s business strategy. Each year the Compensation Committee reviews the existing incentive structure, considering investor feedback, business performance, and our strategic roadmap, to determine the efficacy of further enhancements.

The 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, any potential challenges or obstacles 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 financial goals for each of the particular business units within MVB.

The 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.

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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. When requested, the CEO may participate in Compensation Committee meetings to discuss these items and make recommendations regarding salary increases, bonuses and other compensation-related matters. The Compensation Committee exercises its 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 concerning his own compensation.

Investor Outreach

Investing in an outreach program, MVB’s CEO, President and CFO and in some cases, the Chairman of the Compensation Committee, meet 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 include Board governance and executive compensation framework outlining where MVB is adopting best practices and providing alignment with the shareholders. Throughout the outreach, MVB can connect 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 2023, the Compensation Committee engaged Pay Governance LLC, 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 review of its relationship with Pay Governance, taking into account the independence factors set forth in applicable SEC and Nasdaq rules, and determined that Pay Governance’s work for the Compensation Committee did not raise any conflicts of interest.

MVB Financial Corp. 2024 Proxy Statement

Incentive Compensation Risk Framework Standard

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.

To ensure the effective management of our incentive compensation program, MVB maintains a governance structure that includes key individuals and committees responsible for its oversight. Senior management plays a vital role in providing direction and commitment by conducting a comprehensive inventory and review of all incentive plans, while the Board and/or Board-level Committees exercises ultimate responsibility for approving and supervising our Incentive Compensation Philosophy and the supporting Incentive Compensation Risk Assessment.

This standard, developed and adopted in 2023, adheres to a foundational framework, which emphasizes the importance of sound risk management practices in compensation arrangements, including:

▪Governance and Risk Management

▪Alignment with Risk Management

▪Performance Metrics

▪Deferral and Clawback Provisions

▪Risk Analysis and Modeling

▪Compliance and Documentation

▪Supervisory Review

▪Effective Communication and Training

▪Independent Review

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 market capitalization.

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

2023 Peer Group

Our Compensation Committee, with the support of Pay Governance, reviews the continued appropriateness of our peer group on an annual basis. The 2023 executive compensation peer group was selected using the following criteria:

•Assets: $1.5B -$10B;

•Location: From across the country (not just in MVB's area)

•Market Cap: $100M - $2.5B

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•Deposit Growth: >10% Trend

•Market Cap to Book Ratio >1.0x

•Market Cap to Revenue Ratio >2.0x

•Business Model Differentiation: FinTech Focus, Consulting, Venture Capital, Tech Forward

Based on the review conducted for 2023, Atlantic Capital Bancshares was removed from the peer group following its acquisition by SouthState Corp. and two companies, ConnectOne Bancorp, Inc. and FFB Bancorp, were added to the peer group. The resulting peer group of 15 companies is outlined below:


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

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) their 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.

Value of Common Share Holdings 12/31/2023

2023 Base Salary or Total Director Compensation

Value of Common Share Holdings/ 2023 Base Salary or Director Annual Retainer

MVB Requirement for Individual(s) Holding Same Position

Larry F. Mazza

$15,510,876

$850,000

18.2x

3x Base Salary

Donald T. Robinson

$2,806,801

$525,000

5.3x

3x Base Salary

Craig B. Greathouse

$653,106

$375,000

1.7x

1x Base Salary

John C. Marion

$245,153

$375,000

.7x

1x Base Salary

Michael L. Giorgio

$38,461

$375,000

.1x

1x Base Salary

Average for Non-Employee Directors

$957,531

$35,000

27.3x

10x Annual Retainer

Shares that count toward satisfying the guidelines include shares owned outright, in trusts, beneficially by immediate family members or are time-based restricted stock. Stock options and unearned performance shares do not count toward satisfying these guidelines. Executives and directors have five years from hire or promotion to satisfy these guidelines.

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

MVB Financial Corp. 2024 Proxy Statement

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, competitors for talent (which are generally larger banks), internal pay equity and the tax deductibility of base salary. None of our proxy officers received a salary increase for 2023. This action was not reflective of their individual performance but more in line with the Company’s efforts to control fixed costs.


Executive	2023 Base Salary ($)	2022 Base Salary ($)	% Change
Larry F. Mazza	$850,000	$850,000	0%
Donald T. Robinson	$525,000	$525,000	0%
Michael L. Giorgio*	$375,000	N/A	N/A
Craig B. Greathouse	$375,000	$375,000	0%
John C. Marion	$375,000	$375,000	0%

No increases were awarded to the NEO’s in 2023.

*Mr. Giorgio joined MVB in 2023.

2023 Annual Incentive Plan

Our Annual Incentive Plan has a two-tiered performance evaluation structure which was generally unchanged from the one used in 2022:

1.EPS Funding Metric – set in an objective manner using 85% of the average of published analyst expectations for the fiscal year. This sets a rigorous standard before bonuses can be paid at any level to executives. Failing to achieve that level of performance results in no bonuses being paid to our executives regardless of results achieved in other areas.

2.Scorecard of Financial Performance Modifiers and Individual Performance – performance goals are set with consideration for objectives set out in our strategic plan, external market conditions and investor expectations. The scorecard contains metrics measuring income, growth and credit quality as well as an individual performance goal rating which provide a balanced approach to determining incentives. In the event that a specified goal or target for a particular metric is not met, then no compensation will be paid with respect to that objective portion of the Annual Incentive Plan. Five goals were set, with equal weighting with non-individual performance goals, all based on MVB Bank and MVB Financial Corp. performance:


Primary Trigger: 85% Analyst Estimates: $1.68 Earnings Per Share (EPS) Actual: $1.77

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

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Executives had target bonus opportunities, as a percentage of base salary, ranging from 35% to 75%, with the opportunity to earn 85% to 200% of that amount based on performance. No increases were made to target opportunities for NEO’s in 2023. In February 2024 the Compensation Committee evaluated the performance of the Company under the 2023 Annual Incentive Plan. Similarly, there were no changes to the range of target opportunities (85% to 200%) they could earn based on achieving annual goals.

Overall, financial performance goal achievement supported payouts that were above the threshold with results mixed by metric. Payouts under the subjective metric were based on evaluations of the individual’s overall job performance during 2023, using an extensive performance review scorecard for each executive. All NEO’s met or exceeded the individual performance scorecard threshold rating of “Meets Expectations” resulting in a payout aligned with MVB’s pay for performance philosophy.


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

SEC Form DEF 14A filed by MVB Financial Corp.