MVB Financial Corp (MVBF) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on May 20, 2025, with shareholders voting on four key proposals, including director elections, executive compensation, frequency of say-on-pay votes, and auditor ratification.

• Shareholders of record as of March 26, 2025, are eligible to vote, with approximately 12.95 million shares outstanding.

• The company emphasizes a strong governance structure, board diversity, and a pay-for-performance executive compensation philosophy.

• 2024 was a transition year, with strategic leadership changes, a focus on payments, and stable asset quality supporting future growth.

Voting matters and shareholder proposals

• Proposal 1: Election of two director nominees for three-year terms.

• Proposal 2: Non-binding advisory vote to approve executive compensation (say-on-pay).

• Proposal 3: Advisory vote on the frequency of say-on-pay (Board recommends annual vote).

• Proposal 4: Ratification of Forvis Mazars, LLP as independent auditor for 2025.

Board of directors and corporate governance

• Seven of eight directors are independent; board roles of Chair, CEO, and President are separated.

• Board committees include Audit, Finance, Compensation, Nominating & Corporate Governance, and Risk & Compliance, all chaired by independent directors.

• Board diversity: 25% female, 13% Hispanic; average director age is 64, and average tenure is 8.5 years.

• Annual board and committee self-evaluations are conducted, and director skills are regularly assessed.

• Staggered board terms remain due to high approval threshold for declassification.