Mvb Financial Corp

This proposal asks shareholders to cast a non-binding, advisory vote to approve the Company’s named executive officer (NEO) compensation as disclosed in the proxy statement. Management seeks this annual advisory approval to provide shareholders with a direct signal on alignment between pay and performance and to validate the Compensation Committee’s design and execution of the pay program. The Company’s executive compensation program includes a mix of base salary, an Annual Incentive Plan tied to financial and individual scorecard metrics with a Tier 1 capital trigger, and long-term incentives split between time-based RSUs and performance-based RSUs with TBV and EPS metrics modified by relative TSR. The Board reports strong 2025 performance (earnings growth, loan growth, TBV growth, and above-target incentive payouts) and highlights specific one-time awards tied to the sale of Victor; the Compensation Committee believes these actions were appropriate to recognize value-creating transactions. Because the vote is advisory, approval would not legally bind the Board, but the Board and Compensation Committee commit to considering the outcome in future compensation decisions and investor engagement. Opponents could argue that certain special one-time payments (e.g., a $2.1 million consulting payment to the CEO) or the overall size of awards warrant scrutiny; management counters that such payments were approved by the Committee to recognize exceptional, transaction-specific contributions that materially benefited shareholders. In assessing the proposal, a sophisticated evaluator should weigh the explicit linkages between pay and multi-year performance metrics, the Committee’s use of caps, clawbacks, stock ownership guidelines, and the overall governance oversight (independent committee and consultant) against concentrated CEO pay and transaction-related discretionary awards. Given the Company’s disclosed strong 2025 operating results and detailed compensation governance provisions, the Board’s recommendation to vote FOR is grounded in perceived pay-for-performance alignment and the Committee’s judgment that the program supports retention and long-term shareholder value creation.

This management proposal seeks shareholder approval for the First Amendment to the 2022 Stock Incentive Plan to add 600,000 shares (increasing the pool to 1,575,000) and to raise the ISO limit accordingly. Management frames the amendment as necessary to ensure a sufficient equity reserve for competitive, pay-for-performance awards to attract, motivate and retain employees and directors as the Company grows; without the increase only ~122,000 shares remain available under the current plan, which management believes is inadequate for 2026 grants and beyond. The Amended Plan includes conservative governance features—no evergreen increase, independent Compensation Committee administration, limits on director awards, strict share reuse rules, prohibition on discounted repricing, dividend-equivalents subject to vesting, double-trigger change-in-control protections, and clawback application—measures the Board emphasizes to limit dilution risk and align executive incentives with shareholder value. The Board quantifies current outstanding awards and expected overhang and burn-rate metrics and argues the requested increase would result in a dilution level within competitive peer ranges while satisfying approximately two years of equity grant needs under current assumptions. Opponents may raise concerns about dilution, governance of discretionary grants, and the adequacy of share usage forecasts; the Board’s counterargument is the inclusion of multiple guardrails, explicit limits, and disclosure of historical burn rate and projected need. The inclusion of Appendix A (the First Amendment text) provides clear legal amendment language and shows the Board conditioned the amendment on shareholder approval. A sophisticated evaluator should weigh the Company’s recent performance, share repurchase activity, and long-term incentive structure (performance metrics and TSR modifier) against the incremental dilution and monitor post-approval grant pacing, disclosure, and adherence to the plan’s stated safeguards. Given the plan’s stated governance safeguards and the Company’s reliance on equity as a critical component of its compensation and retention model—particularly in a fintech-focused growth strategy—the Board’s recommendation to vote FOR is grounded in maintaining competitive compensation flexibility while controlling dilution through explicit plan design features.