FVCBankcorp (FVCB) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2025, to be held virtually, with shareholders able to vote and submit questions online.

• Shareholders of record as of April 4, 2025, are entitled to vote on key proposals including director elections, executive compensation, and auditor ratification.

• Proxy materials and annual report are available online, and proxy solicitation is supported by Georgeson, Inc. for a fee of $14,000.

Voting matters and shareholder proposals

• Election of twelve directors for a one-year term until the 2026 Annual Meeting.

• Advisory (non-binding) vote to approve named executive officer compensation (say-on-pay).

• Ratification of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for 2025.

• Procedures for shareholder proposals and director nominations for the 2026 meeting are detailed, with a deadline of December 16, 2025.

Board of directors and corporate governance

• Board consists of twelve directors, with a mix of experienced professionals from banking, real estate, technology, and accounting.

• Chairman and CEO roles are combined; a Lead Independent Director is designated to ensure independent oversight.

• Majority of directors are independent under Nasdaq rules; all committee members meet independence requirements.

• Three standing committees: Audit, Compensation, and Governance/Nominating, each with defined charters and responsibilities.

• Directors are encouraged to attend annual meetings; 10 of 13 attended the previous year.