BV Financial (BVFL) Proxy Filing summary

Executive summary

• Annual meeting scheduled for September 5, 2024, to elect three directors, approve a new equity incentive plan, and ratify the external auditor appointment.

• Shareholders of record as of July 19, 2024, are eligible to vote in person, by mail, phone, or online.

• Proxy materials and annual report are available online; voting instructions provided for all forms of shareholding, including ESOP and 401(k) participants.

Voting matters and shareholder proposals

• Proposals include: (1) election of three directors for three-year terms, (2) approval of the 2024 Equity Incentive Plan, (3) ratification of FORVIS, LLP as independent auditor for 2024, and (4) any other business properly brought before the meeting.

• Board recommends voting FOR all proposals and nominees.

• Shareholders may submit director nominations and proposals for the 2025 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of ten members; eight are independent under Nasdaq standards.

• Board diversity: 1 female, 9 male directors; 7 directors identify as White.

• Board leadership is separated between an independent Chairperson and Co-CEOs.

• Standing committees: Audit, Compensation, and Governance/Nominating, each with independent members and written charters.

• Governance/Nominating Committee considers diversity, experience, and shareholder recommendations for director nominees.

• Code of Ethics for Senior Officers in place; directors encouraged to attend annual meetings.