We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders on the Internet. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”) which provides an internet website address where shareholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company's 2021 proxy statement,2024 Proxy Statement, proxy card and Annual Report for fiscal year 20202023 are available online at www.edocumentview.com/www.investorvote.com/MVBF. We encourage you to access and review such materials before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the proxy statementProxy Statement carefully and to promptly vote your shares.

MVB Financial Corp. (“MVB” the “Company”, “we” or “our”) is furnishing this Proxy Statement in connection with the solicitation by our Board of Directors (our “Board”) of proxies to vote at the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB. The following summary provides an overview of the Annual Meeting, the proposals that will be acted on, how to vote your shares, and information about our corporate governance and executive compensation program. We encourage you to carefully review all of the important information contained in this Proxy Statement before voting.

via Live Webcast                May 18, 202121, 2024

                9:at www.meetnow.global/M648UNM)        10:00 a.m. ETEDT

To vote online, visit www.investorvote.com/MVBF and enter the control number found in your Notice of Internet Availability of Proxy Materials. You may also vote prior to the Annual Meeting by mail or by phone. For more detailed information, see Voting Procedures beginning on page 64.76.

Our corporate governance structure fosters principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance. In December 2020,performance monitoring. On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC”) approved a Nasdaq submitted a proposalStock Market (“Nasdaq”) rule change requiring its listed companies to the SEC seeking approval of new listing requirements for board diversity. The proposedhave, or explain why they do not have, at least two diverse directors. This rule would requirerequires all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of directors. In addition to this, board refreshment is taking on greater significance. Management believes that MVB is very strong in these areas. HereA few governance highlights are a few highlights:as follows:

The committee membership above reflects the membership for fiscal year 2023 and during the period leading up to the Annual Meeting. Please see the changes that will occur following the Annual Meeting in the respective committee descriptions, beginning on page 10. For a detailed discussion of our corporate governance and directors, please see the section entitled “Corporate Governance” and the section entitled “Directors.”

Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the size, scope, and success of MVB’s business, avoiding excessive risk.business.

For a detailed discussion of our executive compensation program, please see the section entitled “Compensation Discussion and Analysis.”

Our Board of Directors has oversight responsibility for ESGenvironmental, social, and governance (“ESG”) and sustainability-related activities and receives reportingregular reports from management on these items. Management helps drivesupports these activities and provideprovides strategic guidance and senior-level review on ESG.of ESG activities.

This section describes MVB’s corporate governance framework and the role and structure of our Board.

MVB’s Board of Directors oversees the CEOChief Executive Officer (“CEO”) and other senior management in the competent and ethical operation of MVB on a day-to-day basis and assures that the long-term interests of shareholders are being served. To satisfy the Board of Director’sBoard’s duties, directors are expected to take a proactive, focused approach to their positions to ensure that MVB is committed to business success through the maintenance of high standards of responsibility and ethics.

In the opinion of MVB’sThe Board of Directors,has determined that, none of the Board of Directors,directors, except for DirectorLarry F. Mazza, MVB’s CEO, has a relationship with MVB that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. None of them areNo director is or havehas for the past three years been Team Membersteam members of MVB, except for DirectorMr. Mazza, and none of their immediate family members are or have for the past three years been executive officers of MVB or MVB’s wholly owned subsidiary, MVB Bank. InBank, Inc. (“MVB Bank”). Based upon its review, the opinion of MVB and its Board of Directors, the entire Board of Directors,has determined that each director, except for DirectorMr. Mazza, are “independent directors,”is “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules. Since mid-2019, three new independent directors have joined the Board of Directors and the number of non-independent directors has been reduced to one, Director Mazza.

The Board of Directors of MVB had twelve (12)eight (8) regularly scheduled meetings and eight (8)six (6) additional special project and strategic initiative meetings during 2020. In addition to this, daily meetings were held at the onset of the pandemic so Management could provide updates on the COVID-19 Response Plan that was implemented.2023. On a regular basis, Director Mazza and members of the executive management team are excused from the meetings so the Board can hold an executive session to discuss matters privately. The Chair relays any action items to the CEO if necessary. All current directors attended 75% or more of the meetings held by the Board of Directors and committees thereof in which the director is a member, with an average total attendance record of 95%98%.

As can be seen from the corporate organizational chart below, allAll subsidiaries of MVB operate under the MVB holding company. As part of the governance structure, all MVB subsidiary boards have representation from the holding company board,Board, which increases awareness of the day to dayday- to-day operations of the subsidiaries.

The Board of Directors has a standing Audit Committee, Finance Committee, Human Resources and Compensation Committee (the “HR and Compensation“Compensation Committee”), Nominating and Corporate Governance Committee (the “Governance Committee”“N&CG”), and Risk and Compliance Committee. Also, at the bank level are the following committees: Asset & Liability Committee (“ALCO”), Loan Approval Committee and the Loan Review Committee.

The purpose of the Audit Committee is to:

The Audit Committee meets with MVB's Chief Audit Executive, who oversees the internal audit function of MVB, and Dixon Hughes Goodman LLP,FORVIS, who is responsible for the annual certified audit, as well as with the members of the regulatory authorities upon completion of their examinationsannual financial statement audit and internal controls over financial reporting audit of MVB Bank or MVB. The Chief Audit Executive engages Crowe, LLP to conduct outsourced audits of Information Technology and other selected audit areas requiring specialized expertise. During these meetings, members of the management of MVB Bank or MVB, including CEOMr. Mazza and CFODonald T. Robinson, President and Chief Financial Officer of MVB, may be asked to leave the room to provide comfort ofto questioners and responders.

The Audit Committee Charter was reviewed and approved by the Board of Directors on September 15, 2020.October 9, 2023. The Audit Committee met eleven (11)sixteen (16) times in 2020.2023. Messrs. Ebert, LeDonne, and Ms. Spielman served on the Audit Committee for fiscal year 2023 and during the period leading up to the Annual Meeting, with Ms Spielman serving as the Chairperson. Ms. Spielman will continue to serve as Chairperson, but Dr. Nelson will replace Mr. Ebert on the Audit Committee following the Annual Meeting.

The purpose of the Finance Committee is to to:

The Finance Committee reviews MVB’s overall financial plan, balance sheet, and capital structure, andstructure. The Finance Committee also monitors the financial performance of the organization and its subsidiaries and business lines against approved budgets, long-term trends and industry benchmarks. The Finance Committee reports the results from these meetings to the Board of Directors.Board. The Finance Committee also assists the Board of Directors in its review ofreviewing the Company’s annual operational budget and annual capital budget.budgets. Lastly, the Finance Committee is tasked with oversight ofoversees the Company’s equity and other investments in fintech companies.

On April 17, 2023, the Board reviewed and approved by the Board of Directors on March 10, 2020.Finance Committee Charter. The Finance Committee met seventeen (17)five (5) times in 2020.2023. Messrs. Ebert, LeDonne and Becker and Ms. Spielman served on the Finance Committee for fiscal year 2023 and during the period leading up to the Annual Meeting, with Mr. LeDonne serving as the Chairperson. The same committee membership will continue with Mr LeDonne continuing to serve as Chairperson following the Annual Meeting.

The purpose of the Compensation Committee is to:

The Compensation Committee is also is responsible for the administration of all executive incentive plans. The Compensation Committee reports the results from these meetings to the Board.

On April 17, 2023, the Board of Directors.reviewed and approved the Compensation Committee Charter. The Compensation Committee met seven (7) times in 2023. Messrs. Becker and Ebert, and Ms. Slader served on the Compensation Committee for fiscal year 2023 and during the period leading up to the Annual Meeting, with Mr. Becker serving as the Chairperson. The same committee membership will continue with Mr. Becker continuing to serve as Chairperson following the Annual Meeting.

None of the members of our Compensation Committee members are, or have been, an officerofficers or Team Memberteam members of MVB. During fiscal year 2020,2023, no member of our Compensation Committee had any relationship with MVB requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serve as a director or compensation committee member of a company that has an executive officer serving on our Compensation Committee or our Board of Directors.Board.

The purpose of the GovernanceN&CG Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries by:

The GovernanceN&CG Committee reports the results from these meetings to the Board. On February 13, 2024, the Board of Directors. The Governance Committee Charter was reviewed and approved by the Board of Directors on March 17, 2020.N&CG Committee Charter. The GovernanceN&CG Committee met nine (9)seven (7) times in 2020.2023. Messrs. Ebert and Holt, Dr. Nelson, and Ms. Owen served on the N&CG Committee, with Mr. Ebert serving as the Chairperson for fiscal year 2023 and during the period leading up to the Annual Meeting. The same committee membership will continue with Mr. Ebert continuing to serve as Chairperson following the Annual Meeting.

The purpose of the Risk and Compliance Committee is to:

The Risk and Compliance Committee reports the results from these meetings to the Board of Directors.Board. The Risk and Compliance Committee Charter was reviewed and approved by the Board of Directors on September 15, 2020.April 17, 2023. The Risk and Compliance Committee met eight (8)thirteen (13) times in 2020.2023. Dr. Nelson, Mr. LeDonne and Mses. Owen, Slader, and Spielman served on the Risk and Compliance Committee, with Dr. Nelson serving as the Chairperson for fiscal year 2023 and during the period leading up to the Annual Meeting. Following the Annual Meeting, Mr. LeDonne will no longer serve on the Committee; however, the rest of the committee membership will continue to serve, with Dr. Nelson remaining as Chairperson. In addition to committee participation, Dr. Nelson and Ms. Spielman maintain regular open dialogue with the Bank’s Chief Operations Officer and Chief Risk Officer and participate in routine touchpoints with the Bank’s regulators.

The Second Amended and Restated Bylaws (the “Bylaws”) of MVB currently provide for a Board of Directors composed of five (5) to twenty-five (25) members. TheAs of December 31, 2023, the Board of Directors currently consistsconsisted of nine (9) members.directors.

Directors are elected by a plurality of the votes cast. Therefore, a votevotes withheld mayand broker non-votes will not affect the outcome of the election.election of directors. As required by West Virginia law, each share is entitled to one vote per nominee, unless a shareholder requests cumulative votingproperly notifies MVB of his or her intent to cumulate his or her votes for directors at least 48 hours before the meeting. If a shareholder properly requests cumulative voting for directors,notifies MVB of such intent to cumulate his or her votes, then each MVB shareholder will have the right to votemultiply the number of shares ownedvotes they are entitled to cast by that shareholder for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate a number of votes equal to the number of directors multiplied byfor whom they are entitled to vote and cast the number of shares owned,product for a single candidate or to distribute them on the same principleproduct among as many candidates as the shareholder sees fit.two or more candidates. If any shares are voted cumulatively for the election of directors, the proxies, unless otherwise directed, shall have full discretion and authority to cumulate their votes and vote for less than all such nominees. For all other purposes, each share is entitled to one vote.

MVB’s Articles of Incorporation, as amended (the “Articles”), provide for staggered terms for directors. The fivethree individuals up for election at the Annual Meeting represent the nominees to the Board of Directors; three for a three-year term to expire in 2024, one for a two-year term to expire in 2023 and one for a one-year term to expire in 2022.2027. Following the election of the fivethree nominees referenced below, MVB will have three classes of directors consisting of three boardBoard members whose term expires in 2024,2027, three boardBoard members whose term expires in 20232026 and three boardBoard members whose term expires in 2022.2025.

During 2019 and 2020,each of the Governancepast five years, the N&CG Committee reviewed the concept of moving to a declassified Board of Directors. While the GovernanceN&CG Committee, and ultimately the Board, of Directors, recognized the value of and is supportive ofsupported having a declassified Board of Directors, such a change would require an amendment to the MVB Articles of Incorporation.Articles. Furthermore, an amendment to the Articles of Incorporation for the purpose of declassifyingto declassify the Board requires the approval of Directors requires approval by a super majoritythe holders of at least 75% of the outstanding shareholders. Overvoting power of all the past ten years,shares of MVB entitled to vote in the election of directors. Since MVB’s listing on the Nasdaq Capital Market in December 2017, the highest amountnumber of total votes cast by shareholders was 75.47%76.97% with the most recent three-year average of 70.96%75.30%.

The Board of Directors has therefore concluded that, based on historical shareholder participation, a proposal to declassify the Board of Directors would likely not receive the required shareholder approval at this time. The Board of Directors has determined that making a recommendation at this time to declassify the Board of Directors would not be in good faith to the shareholders, given the Board of Director'sBoard's belief that such recommendation would not be approved by the necessary number of shareholders.shareholders would not approve such a recommendation. The Board of Directors will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board of Directors in future years. We believe that as our shareholder base transitions from our legacy retail shareholders to more institutional and mutual funds the voting percentage is likely towill increase allowing us to bring declassification to a vote.

The Board Chair, CEO and President & CEO are twothree separate individuals. Throughout MVB’s history, this has beenIn previous years, the leadership model.same individual occupied the CEO and President positions; however, in January 2022, the Board announced changes to the management organizational structure that included the bifurcation of these positions in order to support certain key initiatives within the organization. The CEO is responsible for theMVB’s day-to-day operations and performance of MVB. The President is responsible for corporate development. The Board Chair is involved in presiding over boardBoard meetings, matters of governance, and corporate oversight. The Board Chair also focuses on monitoring the effectiveness of the CEO in implementing MVB’s corporate strategy and ensuring that the directors receive sufficient information, on a timely basis, to provide proper risk oversight. The Board of Directors believes the current separation of these roles helps to ensure good board governance and fosters independent oversight to protect the long-term interests of the Company's shareholders. In addition, the Board of Directors believes this separation is presently appropriate as it allows the President to focus on corporate development and delivering enhanced shareholder value and allows the CEO to focus primarily on leading the Company's day-to-day business and affairs while the Board Chair can focusconcentrate on leading the Board of Directors in its consideration of strategic issues and monitoring corporate governance and shareholder matters.

The entire Board is involved in overseeing risk associated with the Company’s operations. The committee structure of MVB’sthe Board is such that the Board committees are responsible for and review the areas of greatest risk to MVB. Each committee is chaired by anAn independent director.director chairs each committee. Members of management and other MVB staff members provide support to the respective Chairs of each committee in providing requested information necessary for each committee to provide appropriate risk oversight.

When analyzing whether directors and nominees have the qualifications, expertise, diversity and attributes to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the GovernanceN&CG Committee seeks candidates who will add value to our Board of Directors by bringing varied skills, experience and perspective.

The Board of Directors conducts an annual boardBoard assessment including boardBoard member peer feedback. ThisThe Board uses this information is used to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of itsthe Board and MVB’s subsidiary boards. This matrix is based on various focus areas of experience and expertise determined to bethat are essential for appropriate strategic direction, advisory depth and oversight from all MVB Boards.boards of directors. The GovernanceN&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board of Directors has a strong mix of thisthese criteria in areas most critical to MVB's success.

The number in each respective bar chart below represents the number of current directors and nominees of the Board with expert skills in the critical focus areas of our nine directors:areas:

As MVB grows and our strategy evolves, so do the skills, qualifications, attributes and experiences necessary for our directors. As such, we believe that periodically refreshing our Board with new perspectives and ideas is critical to representing the interests of our shareholders effectively. At the same time, it is equally important to benefit from the valuable experience and continuity that longer-serving directors bring to the Board. Our directors reflect a range of tenures, a balanced mix of ages, and a well-rounded range of attributes, viewpoints and experiences reflective of our business and needs. All members of the Board of Directors are successful business owners or organization leaders and have knowledge ofknow the requirements to run such a successful business.

The Board of Directors does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board of Directors.Board. Diversity is just one of many factors the GovernanceN&CG Committee considers in the identificationidentifying and selection ofselecting director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the Board should always beare considered a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. Inwhen selecting a director nominee, the GovernanceN&CG Committee also focuses on a candidate’s skills, expertise orand background thatto ensure their appointment would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology, and gaming industries.

The Board of Directors of MVB has designated Gary A. LeDonne and Cheryl D. Spielman as individuals who are considered to be audit committee financial experts. They have both been identified as meeting the guidelines set forth by Section 407 of the Sarbanes-Oxley Act of 2002 for an audit committee financial expert. The audit committee financial experts, along with all Audit Committee members, are independent as defined by applicable listing standards and guidelines.

MVB expects all of its directors to attend the Annual Meeting. All directors serving at thatthe time attendedof the 20202023 annual meeting of shareholders.shareholders attended the meeting.

Any shareholder desiring to contact the Board of Directors or any individual director serving on the Board of Directors may do so by written communication mailed to: Board of Directors (Attention: (name of director(s), as applicable)), care of the Corporate Secretary, MVB Financial Corp., 301 Virginia Avenue, Fairmont, WV 26554. Any proper communication so received will be processed by the Corporate Secretary as agent for the Board of Directors.Board. Unless, in the judgment of the Corporate Secretary, the matter is not intended or appropriate for the Board of Directors (and subject to any applicable regulatory requirements), the Corporate Secretary will prepare a summary of the communication for prompt delivery to each member of the Board of Directors or, as appropriate, to the member(s) of the Board of Directors named in the communication. Any director may request the Corporate Secretary to produce for his or her review the original of the shareholder communication.

This section describes the experience and qualifications of our Board members and how they are compensated.provides details about their compensation.

When analyzing whether directors and nominees have the qualifications, expertise, diversity and attributes to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the GovernanceN&CG Committee seeks candidates who will add value to our Board of Directors, by bringing varied skills, experience, and perspective.

The Board of Directors conducts an annual board assessment including boardBoard member peer feedback. This information is used to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of its boards.the Board and MVB’s subsidiary boards or directors. This matrix is based on various focus areas of experience and expertise determined to bethat are essential for appropriate strategic direction, advisory depth and oversight from all MVB Boards.boards of directors. The GovernanceN&CG Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board of Directors havehas a strong mix of thisthese criteria in areas most critical to MVB's success.

As MVB grows and our strategy evolves, so do the skills, qualifications, attributes and experiences necessary for our directors. As such, we believe that periodically refreshing our Board with new perspectives and ideas is critical to representing the interests of our shareholders effectively. At the same time, it is equally important to benefit from the valuable experience and continuity that longer-serving directors bring to the Board. Our directors reflect a range of tenures, a balanced mix of ages, and a well-rounded range of attributes, viewpoints and experiences reflective of our business and needs.

Diversity is just one of many factors the GovernanceN&CG Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the Board should always beare considered a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. Inwhen selecting a director nominee, the GovernanceN&CG Committee also focuses on a candidate’s skills, expertise orand background thatto ensure their appointment would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology.

For reference, the Board of Directors believes that candidates for director should have certain minimum qualifications, including:

The Board of Directors reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial institutions.

Our Board recognizes the importance of consistent, deliberate Board refreshment and succession planning to ensure that the directors possess a composite set of skills, experience and qualifications necessary for the Board to successfully establish and oversee management’s execution of the Company’s strategic priorities.

In addition, the GovernanceN&CG Committee identifies and evaluates nominees as follows: In the case of incumbent directors whose terms are set to expire, the GovernanceN&CG Committee considers the directors’ overall service to MVB or MVB Bank during their term, including such factors as the number of meetings attended, the level of participation, quality of performance and any transactions between such directors and MVB and MVB Bank. The GovernanceN&CG Committee also reviews the payment history of loans, if any, made to such directors by MVB Bank to ensure that the directors are not chronically delinquent and in default.

The GovernanceN&CG Committee considers whether any transactions between the directors and MVB Bank have been criticized by any banking regulatory agency or MVB Bank’s external auditors and whether corrective action, if required, has been taken and was sufficient. The GovernanceN&CG Committee also confirms that such directors remain eligible to serve on the board of directors of a financial institution under federal and state law.

The Board of Directors will consider director candidates recommended by shareholders for nomination, provided that the recommendations are received at least 90 days prior to the anniversary of the previous year's annual meeting of shareholders. In addition, shareholders must follow the procedures set forth below must be followed by shareholders for submitting nominations for directors to the shareholders.directors. The Board of Directors does not intend to alter the manner in which it evaluates candidates, regardless of whether or not the candidate was recommended or nominated by a shareholder.

For new director candidates, the GovernanceN&CG Committee uses its network of contacts in MVB’s market area to compile a list of potential candidates. The GovernanceN&CG Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The GovernanceN&CG Committee then discusses each candidate’s qualifications and chooses a candidate by majority vote.

MVB’sThe Bylaws provide that nominations for election to the Board of Directors must be made by a shareholder in writing and delivered or mailed to the President of MVB not less than 90 days prior to the anniversary of the previous year's annual meeting of shareholders, provided, however, that if the date of the annual meeting is more than 30 days before or more than 70 days after the anniversary of the previous year's annual meeting, the nominations must be mailed or delivered to the President not later than the close of business on the later of the 90th day prior to such Annual Meetingannual meeting or the 10th day following the day on which public announcement of the date of such meeting is first made. In no event shall any adjournment or postponement of a meeting or the announcement thereof commence a new time period or extend any time period for the giving of a shareholder’s notice.

The notice of nomination must contain the following information, to the extent known:

Nominations not made in accordance with these requirements may be disregarded by the Board and in such case the votes cast for each such nominee will likewise be disregarded. All nominees for election at the Annual Meeting are incumbent directors or directors of MVB subsidiaries and are included as nominees in this proxy statementProxy Statement upon the recommendation of the GovernanceN&CG Committee. No shareholder recommendations or nominations have been made for the election of directors at the 20212024 Annual Meeting.

Effective July 1, 2020, the MVB Board of Directors approved a modificationOur HR and Compensation Committee periodically reviews and recommends updates to the director

compensation program for our Board approval. No changes were made to the form or amount of director compensation for 2023.

MVB uses a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on our Board. In setting director compensation, we consider the significant amount of time that directors expend in which meeting fees would be replaced with meeting retainer feesfulfilling their duties, as set forth below:well as the skill level we require of members of our Board.

Provided below is biographical information for MVB’s executive officers, other than Mr. Mazza. For information regarding Mr. Mazza, see “Directors - Directors Not Up for Election”.

There are no family relationships among the executive officers of MVB or MVB Bank.

This section describes the compensation program for our named executive officers and includes the required executive compensation tables.

The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives and structure of MVB’s 20202023 executive compensation program. This includes discussion and background information regarding the compensation of the CEO, CFOChief Executive Officer, President and Chief Financial Officer, and the next three most highly-compensated executive officers of MVB, collectively referred to as the named executive officers (“NEOs”).

Overall, theThe Board of Directors believes that MVB’s compensation program is effective in aligning theeffectively aligns our executive officers’ compensation of executive officers with the long-term interests of MVB shareholders. Incentive compensation programs consist of a blend of annual performance and time-basedlong-term equity compensation. Such programs are structured to preclude excessive and unnecessary risk-taking and utilize performance metrics established in advance based on an annual budget and business planning process. MVB’s incentive plans also contain caps or limits on the amounts that can be awarded.

MVB’s Incentive Compensation Clawback policies are also imposed onPolicy encompasses all compensation awards so that awards or payments are adjusted or recovered if the performance measures supporting such an award are subsequently restated or otherwise adjusted to levels which do not support the award or payment.

In 2020,2023, MVB exceeded expectations as outlined in the 2019-2021 Strategic Plan of MVB 3.0: Think Bigger. Execution of this strategy saw MVB hit record highs in assets and net income. Also, noninterest-bearing deposit growth of 157% was above industry and peer performance. Net income and earnings per share increased 39% and 38%, respectively, from 2019.

MVB’s consistent track record of generating shareholder value, both in the Company believes is helpful to interpreting financial results. For a reconciliationshort and long term, can be largely attributed to the strategic evolution of our business model over the past several years. These initiatives have effectively diversified our revenue streams and bolstered our structural foundation. This adaptability proved particularly crucial in traversing the various market disruptions of the post-pandemic era, most directly comparable U.S. GAAP financial measure, see page 38 of MVB’s Annual Report on Form 10-K fornotably the year ended December 31, 2020.industry challenges faced in 2023.

MVB’s executive compensation program is designed to attract and retain top-quality executive talent while creating a direct, meaningful link between business results and compensation opportunities.The primary elements of our compensation program consist of base salary, short-term annual cash incentives, and long-term equity incentives, each of which are described below.

MVB’s compensation programs are designed to provide competitive compensation and benefits to promote the interests of MVB and its shareholders while enabling us to attract and retain top-quality executive talent. MVB’s compensation philosophy is built on five core compensation principles:

Our philosophy is performance-based. TheFor those Team Members in similar positions, we strive to award our strongest performers the most pay. Outstanding performance receives outstanding rewards. Our incentive plans are designed to drive and improve individual and business performance. Each plan requires measurable goals and objectives to be set, communicated, achieved, and audited beforeprior to any award made. Award eligibility varies based on a Team Member’s level within the Company, their ability to drive results as well as relevant market pay data. Those with unacceptable performance are not eligible for incentive awards or merit increases.

Profitability and success are the key drivers in determining actual pay earned. It is made.the responsibility of senior management to ensure our plans provide a positive return to our Company and shareholders, in addition to appropriately rewarding contributions and successful performance.

All MVB compensation elements will comply with appropriate regulations and sound compensation practices, which neither pay excessive compensation nor encourage inappropriate risk-taking. All behavior must be consistent with MVB’s vision, missionpurpose and values.

Various positions require differentvarious levels of skills, knowledge and personal attributes that drive different rates of pay and/or variable compensation opportunity. Geographic locations will also factor into the process. MVB has an established job structure and evaluation process that provides a formal hierarchy of grades and salary ranges andas well as a meansformal job evaluation process to determine fairness in job placement within the structure. This pay structurepractice guides us in providing internal equity amongst positions and ensures the maintenance of fairness in our compensation practices across divisions of the organization.

The “market” sets the framework for pay opportunity and achievement against objectives drives the actual payout. The intent of the compensation philosophy is to maintain a competitive compensation program and attract and retain top talent across the organization.

MVB pays base salaries that target a reasonable range around the market median (of other companies comparable to ensure plans provide a positive return toour asset size, complexity as well as general industry standard rates). That target The true market rate is arrange of approximately +/-10% of the Company and shareholders, in addition to appropriately rewarding contributions and successful performance.

Consistent with our desire to align pay and performance, we take the above-mentioned primary compensation elements and more heavily weight their distribution towards variable (both bonus and equity) pay. Although our HR and Compensation Committee does not target a specific allocation for each pay element, theywe aim to deliver a mix of pay elements (salary, target bonus and equity) that are nevertheless cognizant of delivering an appropriatealigned with typical market practices and deliver a market-based balance between fixed and variable elements, as well as short- and long-term incentives, as evidenced here inby the following 20202023 target pay mix allocation: