📄 What This Document Is

This is MVB Financial Corp.'s definitive proxy statement (DEF 14A) for its 2026 Annual Meeting of Shareholders. Think of it as a detailed "report card and agenda" sent to shareholders before the annual meeting. It outlines what the company did last year, who's running the board, how top executives are paid, and gives shareholders the information they need to vote on key proposals. This is the final version filed with the SEC.

🏢 What MVB Financial Corp. Does

👉 In simple terms, MVB is a bank holding company that has evolved beyond a traditional community bank. It's now a NASDAQ-listed financial player focused on fintech partnerships and innovative banking services. Under CEO Larry Mazza, it has grown to over $3.3 billion in assets with more than 400 employees, embracing technology in areas like gaming and banking-as-a-service.

🗳️ Proposals For Your Vote

Shareholders will vote on four main items at the virtual meeting on May 19, 2026:

1. Election of 4 Directors: Richard J. Cordella Jr., Adam F. Famularo, Larry F. Mazza, and Cheryl D. Spielman. 👉 The Board recommends voting FOR ALL.
2. Advisory Vote on Executive Pay ("Say-on-Pay"): A non-binding vote approving the compensation of named executive officers. 👉 The Board recommends voting FOR.
3. Amend the 2022 Stock Incentive Plan: Increase the total number of shares authorized under the plan. 👉 The Board recommends voting FOR.
4. Ratify the Auditor: Approve Forvis Mazars, LLP as the independent accounting firm for 2026. 👉 The Board recommends voting FOR.

You can vote online at www.investorvote.com/MVBF before or during the live webcast meeting.

👥 Board & Leadership Changes

There's significant movement on the board:

• Retiring: W. Marston Becker (current Board Chair) will retire at the meeting. Glen W. Herrick resigned in February 2026.
• New Chair: Dr. Kelly R. Nelson became Board Chair in February 2026.
• New Directors: Adam F. Famularo (CEO of AI fintech WorkFusion) was appointed in February 2026. Richard J. Cordella Jr. (President of NBC Sports) was appointed in June 2025.
• Board Size: Will be reduced to 8 members after the meeting. The Board believes this is sufficient but retains flexibility to expand later.
• Key Change: The Board Chair and CEO roles are separate (Dr. Nelson chairs the board, Larry Mazza is CEO), which the company believes ensures strong independent oversight.

💰 Executive Compensation Snapshot

MVB's pay philosophy ties pay to performance using three main components:

• Base Salary: Fixed annual pay.
• Short-Term Incentive (Bonus): Cash bonus based on annual financial and individual goals.
  • For 2025, the bonus payout was 216.66% of target, because the company hit a key capital ratio goal and exceeded performance targets.
• Long-Term Incentives (LTI): Equity awards (Restricted Stock Units) that vest over multiple years.
  • 2023-2025 LTI Cycle: Awards vested at 65.06% of target. This was based on:
    • Tangible Book Value + Dividends Per Share (TBV+DPS): 120.83% of target.
    • Earnings Per Share (EPS): 0% of target (did not meet threshold).
    • Relative Total Shareholder Return (rTSR) Modifier: A 107.69% upward bump because MVB's stock return beat 59.61% of its peer group.

🏦 Governance & Culture

MVB highlights its strong governance structure:

• Independence: 8 of the 9 current directors are independent.
• Diversity: The board includes 2 women and 1 self-identified Hispanic/Latino member.
• Committees: All chaired by independent directors (Audit: Spielman, Finance: Famularo, Comp: Ebert post-meeting, N&CG: Ebert, Risk & Compliance: Nelson).
• Shareholder Engagement: The company actively engages with its top investors. In 2025, it connected with holders of over 24% of shares and received positive feedback on its compensation framework.
• Core Values: The company culture is built on Trust, Commitment, Respect/Love/Caring, Teamwork, and being Adaptive.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Strong alignment of executive pay with performance metrics (especially TBV+DPS and relative TSR).
• Active shareholder engagement and high director attendance (95% average).
• Board refreshment with new directors bringing fintech (Famularo) and digital media (Cordella) expertise.
• Clear separation of Board Chair and CEO roles.

⚠️ Risks & Considerations:

• Performance Variability: The recent LTI payout was below target due to missing the EPS metric, showing performance can be uneven.
• Board Transitions: Multiple leadership changes (new Chair, retiring/resigning directors) could create a transition period.
• Regulatory Environment: As a bank heavily involved in fintech, MVB operates in a complex and evolving regulatory landscape.
• Shareholder Approval Hurdles: The board wants to "declassify" (move to annual elections for all directors) but believes it lacks the 75% shareholder vote needed under current ownership patterns.

🧠 The Analogy

Think of this proxy statement as MVB's annual school report card combined with a PTA meeting agenda. It shows shareholders (the "parents") the grades (financial performance), the teachers' pay (executive compensation), who's joining/leaving the school board (directors), and what new rules need approval (proposals). The company is saying, "Here's how we did, here's our plan, and here's why you should vote to keep the current leadership and strategy on track."

🧩 Final Takeaway

MVB Financial is a bank in transition, sharpening its focus on fintech while refreshing its board with tech-savvy directors. Shareholders are being asked to approve leadership, pay, and plans that prioritize long-term growth tied to tangible value metrics (TBV+DPS) and outperforming banking peers. The key vote is about endorsing this strategic direction.