MVB Financial Corp (MVBF) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 19, 2026, with shareholders voting on four key proposals, including director elections, executive compensation, an amendment to the stock incentive plan, and auditor ratification.

• Only shareholders of record as of March 25, 2026, are eligible to vote, with approximately 12.8 million shares outstanding.

• Proxy materials are primarily distributed electronically, with options for online, phone, or mail voting.

Voting matters and shareholder proposals

• Four proposals: election of four directors, advisory vote on executive compensation, amendment to increase shares under the 2022 Stock Incentive Plan, and ratification of Forvis Mazars, LLP as auditor.

• Board recommends voting for all proposals.

• Shareholders can cumulate votes for directors if proper notice is given.

Board of directors and corporate governance

• Eight of nine directors are independent; three are diverse (two females, one Hispanic/Latino).

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

• Recent changes: new appointments to committees, including a new Audit Committee Chair.

• Board conducts annual self-evaluations and maintains a skills matrix for director qualifications.

• Board leadership is separated between Chair and CEO roles.