Fvcbankcorp Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect twelve persons as directors of the Company to serve for one-year terms until the next annual meeting.

2. 2

   Advisory (Non-Binding) Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding shareholder vote to approve the Company’s named executive officer compensation disclosed in the proxy statement (a 'say on pay' vote).

   More detail

   This management proposal asks shareholders to cast an advisory, non-binding vote to approve the Company’s named executive officer compensation as disclosed in the proxy statement. It is the standard 'say on pay' vote required by Dodd-Frank and SEC rules, intended to provide shareholders an opportunity to endorse or not endorse executive pay practices. Management is seeking approval to signal shareholder support for its compensation program, which includes base salaries, discretionary cash bonuses, awards of restricted stock units, supplemental retirement benefits and other customary benefits and perquisites described elsewhere in the proxy. The Board and the Compensation Committee explain that compensation is linked to firm performance through annual incentives and equity awards and that the Committee uses benchmarking and an independent consultant in setting pay. The proposal is non-binding; however, the Board states it will take the advisory vote result into account when considering future executive compensation arrangements. The company’s pay-versus-performance disclosure shows increases in both 'compensation actually paid' and net income in 2025, and management argues this supports alignment between pay and performance. Opposing arguments (not present in the filing) would typically focus on pay levels, retention of CEO-friendly arrangements (such as supplemental retirement and change-in-control protections), or weaknesses in performance alignment; management’s explicit counter-argument in the filing emphasizes program alignment, use of independent benchmarking, and the Compensation Committee’s oversight. For investors evaluating the proposal, key considerations include the magnitude and structure of CEO and other NEO pay (including supplemental retirement arrangements and change-in-control benefits), recent company financial performance and TSR, and the advisory nature of the vote which limits direct governance impact but provides important shareholder feedback to the Board.

3. 3

   Ratification of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Fvcbankcorp Inc 2026 annual meeting?

Fvcbankcorp Inc (FVCB) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Fvcbankcorp Inc 2026 meeting?

The record date for the Fvcbankcorp Inc 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Fvcbankcorp Inc's 2026 meeting?

The board is presenting 12 director nominees at the Fvcbankcorp Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Fvcbankcorp Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Fvcbankcorp Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.