Mvb Financial Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of four director nominees (Richard J. Cordella, Jr.; Adam F. Famularo; Larry F. Mazza; Cheryl D. Spielman) to the Board for the terms indicated.

2. 2

   Non-Binding Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   A non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Approval of Amendment to the MVB Financial Corp. 2022 Stock Incentive Plan to Increase the Number of Shares Authorized Under the Plan

   ManagementBoard: FOR

   Approve First Amendment to the 2022 Stock Incentive Plan to add 600,000 shares (increasing total to 1,575,000) and increase the ISO limit to match.

   More detail

   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.

4. 4

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Forvis Mazars, LLP as the Company's independent registered public accounting firm for fiscal year 2026.

Upcoming shareholder meetings at Mvb Financial Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Mvb Financial Corp 2026 annual meeting?

Mvb Financial Corp (MVBF) holds its 2026 annual shareholder meeting on Tuesday, May 19, 2026.

What is the record date for the Mvb Financial Corp 2026 meeting?

The record date for the Mvb Financial Corp 2026 meeting is Wednesday, March 25, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Mvb Financial Corp's 2026 meeting?

The board is presenting 4 director nominees at the Mvb Financial Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Mvb Financial Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Mvb Financial Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.