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 20222024 Proxy Statement, proxy card and Annual Report for fiscal year 20212023 are available online at 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 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 20222024 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 carefully before voting.

via Live Webcast                May 17, 202221, 2024

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

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 75.76.

Our corporate governance structure fosters principled actions, informed and effective decision-making, and appropriate monitoring of compliance and performance.performance monitoring. On August 6, 2021, the U.S. Securities and Exchange Commission (the “SEC���“SEC”) approved a Nasdaq Stock Market (“Nasdaq”) rule change requiring its listed companies to have, or explain why they do not have, at least two diverse directors. This new rule requires all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of directors. We are in full compliance with this new rule and no changes were necessary to become compliant. In addition, board refreshment is taking on greater significance. A few governance highlights are as follows:

The committee membership above reflects the membership for fiscal year 20212023 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.

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

Our Board has oversight responsibility for environmental, social, and governance (“ESG”) and sustainability-related activities and receives reportingregular reports from management on these items. Management supports these activities and provides strategic guidance and senior-level review on ESG. For a detailed discussion of our ESG programs, please see the section entitled “ESG and Sustainability-Related Activities” on page 53.activities.

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

MVB’s Board oversees the Chief Executive Officer (“CEO”) and other senior management in the operation of MVB and assures that the long-term interests of shareholders are being served. To satisfy the Board’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 theThe Board has determined that, none of the directors, except for Larry 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 members of MVB, except for Mr. 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-ownedwholly owned subsidiary, MVB Bank, Inc. (“MVB Bank”). InBased upon its review, the opinion of MVB and its Board the entire Board,has determined that each director, except for Mr. Mazza, are “independent directors,”is “independent” as that term is defined in Rule 5605(a)(2) of the Nasdaq Marketplace Rules.

The Board of Directors of MVB had nine (9)eight (8) regularly scheduled meetings and three (3)six (6) additional special project and strategic initiative meetings during 2021.2023. 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 except for one, attended 75% or more of the meetings held by the Board and committees thereof in which the director is a member, with an average total attendance record of 95%. Director Sainsbury attended 65%98%.

All subsidiaries of MVB operate under the MVB holding company. As part of the governance structure, all MVB subsidiary boards have representation from the Board, which increases awareness of the day to dayday- to-day operations of the subsidiaries.

The Board has a standing Audit Committee, Finance Committee, HRHuman Resources and Compensation Committee (the “Compensation Committee”), Nominating and Corporate Governance Committee (the “N&CG”), and Risk and Compliance Committee. Also, at the MVB 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 annual 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 Mr. Mazza and Donald 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 on August 25, 2021.October 9, 2023. The Audit Committee met ten (10)sixteen (16) times in 2021.2023. Messrs. Ebert, LeDonne, and Pallotta and Ms. Spielman served on the Audit Committee for fiscal year 20212023 and during the period leading up to the Annual Meeting, with Ms Spielman serving as the Chairperson. The same committee membership, excluding Mr. Pallotta, who will be retiring effective as of the date of the Annual Meeting, will continue with Ms. Spielman continuingwill 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:

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. The Finance Committee also assists the Board 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 on February 15, 2022.Finance Committee Charter. The Finance Committee met ten (10)five (5) times in 2021.2023. Messrs. Ebert, LeDonne and Becker and Ms. Spielman served on the Finance Committee for fiscal year 20212023 and during the period leading up to the Annual Meeting, with Mr. EbertLeDonne serving as the Chairman.Chairperson. The Board intends to appoint Mr.same committee membership will continue with Mr LeDonne continuing to serve as Chairman. Mr. Becker and Ms. Spielman will continue to serve on the Finance Committee following the Annual Meeting. Mr. Ebert will not serve on the Finance CommitteeChairperson 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.

The Committee has the authority, in its sole discretion, to obtain advice and assistance from, and to retain at MVB’s expense, such independent or outside legal counsel specializing in proxy disclosure, accounting, compensation or other advisors and experts as the Committee determines necessary or appropriate to carry out its duties.

The Compensation Committee Charter wasdetermined that the work performed by Pay Governance during the 2023 fiscal year did not raise any actual conflict of interest or compromise the independence of Pay Governance. Additionally, the Compensation Committee determined that Pay Governance qualified as independent for purposes of SEC Rule 10C-1(b)(4) and Section 805(c)(4) of the NYSE American Rules.

On April 17, 2023, the Board reviewed and approved by the Board on December 21, 2021.Compensation Committee Charter. The Compensation Committee met nine (9)seven (7) times in 2021.2023. Messrs. Becker and Ebert, and LeDonneMs. Slader served on the Compensation Committee for fiscal year 20212023 and during the period leading up to the Annual Meeting, with Mr. LeDonneBecker serving as the Chairman. Following the Annual Meeting, the Board intends to appointChairperson. The same committee membership will continue with Mr. Becker continuing to serve as Chairman, and Messrs. Alvarez and Ebert will serve as members of the Compensation Committee. Mr. LeDonne will not serve on the Compensation CommitteeChairperson following the Annual Meeting.

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

The N&CG Committee reports the results from these meetings to the Board. TheOn February 13, 2024, the Board reviewed and approved the N&CG Committee Charter was reviewed and approved by the Board on December 14, 2021.Charter. The N&CG Committee met six (6)seven (7) times in 2021.2023. Messrs. Ebert and Holt, andDr. Nelson, and Ms. SainsburyOwen served on the N&CG Committee, with Mr. Ebert serving as the ChairmanChairperson for fiscal year 20212023 and during the period leading up to the Annual Meeting. If elected, the Board intends to appoint Ms. Slader to replace Ms. Sainsbury to serve on the Committee as well as Messrs. Ebert, Holt, and Nelson,The same committee membership will continue with Mr. Ebert continuing to serve as ChairmanChairperson 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. The Risk and Compliance Committee Charter was reviewed and approved by the Board on May 26, 2020.April 17, 2023. The Risk and Compliance Committee met nine (9)thirteen (13) times in 2021.2023. Dr. Nelson, Mr. NelsonLeDonne and Mses. SainsburyOwen, Slader, and Spielman served on the Risk and Compliance Committee, with Mr.Dr. Nelson serving as the ChairmanChairperson for fiscal year 20212023 and during the period leading up to the Annual Meeting. If elected,Following the Board intends to appoint Ms. Slader to replace Ms. Sainsbury toAnnual Meeting, Mr. LeDonne will no longer serve on the CommitteeCommittee; however, the rest of the committee membership will continue to serve, with Dr. Nelson remaining as well as Messrs. LeDonne andChairperson. In addition to committee participation, Dr. Nelson and Ms. Spielman maintain regular open dialogue with Mr. Nelson continuing to serve as Chairman following the Annual Meeting.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. As of December 31, 2021,2023, the Board consisted of nine (9) directors. In January 2022, the Board expanded the number of directors to ten (10) and appointed Daniel W. Holt as a director to fill the newly created vacancy.

Directors are elected by a plurality of the votes cast. Therefore, votes withheld and broker non-votes will not affect the outcome of the election of directors. As required by West Virginia law, each share is entitled to one vote per nominee, unless a shareholder properly 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 notifies MVB of such intent to cumulate his or her votes, then each MVB shareholder will have the right to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 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 three individuals up for election at the Annual Meeting represent the nominees to the Board for a three-year term to expire in 2025.2027. Following the election of the three nominees referenced below, MVB will have three classes of directors consisting of three Board members whose term expires in 2025,2027, three Board members whose term expires in 20242026 and three Board members whose term expires in 2023.2025.

During each of the past threefive years, the N&CG Committee reviewed the concept of moving to a declassified Board of Directors. While the N&CG Committee, and ultimately the Board, recognized the value of and is supportive ofsupported having a declassified Board of Directors, such a change would require an amendment to the Articles. Furthermore, an amendment to the Articles for the purpose of declassifyingto declassify the Board requires the approval of the holders of at least 75% of the voting power of all the 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 74.99%75.30%.

The Board has therefore concluded that, based on historical shareholder participation, a proposal to declassify the Board would likely not receive the required shareholder approval at this time. The Board has determined that making a recommendation at this time to declassify the Board would not be in good faith to the shareholders, given the Board's belief that such recommendation would not be approved by the necessary number of shareholders.shareholders would not approve such a recommendation. The Board will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board 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 are three separate individuals. In previous years, the same individual occupied the CEO and President positions were occupied by the same individual;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 Board 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 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 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 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 the 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 to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the N&CG Committee seeks candidates who will add value to our Board by bringing varied skills, experience and perspective.

The Board conducts an annual Board assessment including Board 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 the Board and MVB’s subsidiary boards. This matrix is based on various focus areas of

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

The information shown below in our Board Diversity Matrix is based on self-identification of each member of the Board (and each director nominee).

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 are successful business owners or organization leaders and have knowledge ofknow the requirements to run such a successful business.

The Board does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board. Diversity is just one of many factors the N&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 N&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, information technology, and gaming industries.

The Board 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.

Since 2017, MVB Bank has maintained a commercial lending relationship with BillGO, Inc. (“BillGO”), a company in which Mr. Holt, a director, nominee, is Co-Founder and CEO. OnIn January 17, 2022, the MVB Bank board of directors approved a $35 million line of credit with BillGO secured by a deposit account maintained by BillGO with MVB Bank. The line of credit with BillGO was entered into in the ordinary course of business and on substantially the same terms (including interest rates and collateral) as those prevailing at the time for comparable transactions with unrelated parties. MVB’s management believes that this banking relationship does not involve more thanAs of December 31, 2023, the normal business riskline of collection or include any unfavorable features.credit to BillGO as been closed. Since 2016, MVB and MVB Bank have made periodic debt and equity investments in BillGO. During the year ended December 31, 2021,Additionally, MVB and MVB Bank collectively purchased $2.5 million in convertible debtrecognized $227,000 of BillGO, increasing their aggregate total investment in BillGO to approximately $10.1 million.

With the exception of MVB and MVB Bank’s relationships with Mr. Holt and BillGO, since January 1, 2020, MVB and MVB Bank have not been a party to any transaction or series of similar transactions in which the amount involved exceeded or will exceed $120,000 and in which any then director, executive officer, holder of more than 5% of MVB’s common stock, or any member of the immediate family of any of the foregoing, had or will have a direct or indirect material interest, other than in connection with the transactions described.

MVB has not identified any arrangements or agreements relating to compensation provided by a third party to MVB’s directors or director nominees in connection with their candidacy or Board service as required to be disclosed pursuant to Nasdaq rules.

MVB expects all of its directors to attend the Annual Meeting. All directors serving at the time of the 20212023 annual meeting of shareholders attended the meeting.

Any shareholder desiring to contact the Board or any individual director serving on the Board 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. Unless, in the judgment of the Corporate Secretary, the matter is not intended or appropriate for the Board (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 or, as appropriate, to the member(s) of the Board 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 to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the N&CG Committee seeks candidates who will add value to our Board of Directors by bringing varied skills, experience, and perspective.

The Board conducts an annual board assessment including Board 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 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 of directors. The N&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 has 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 N&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 N&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 believes that candidates for director should have certain minimum qualifications, including:

The Board 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 N&CG Committee identifies and evaluates nominees as follows: In the case of incumbent directors whose terms are set to expire, the N&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 N&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 N&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 N&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 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 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 N&CG Committee uses its network of contacts to compile a list of potential candidates. The N&CG Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The N&CG Committee then discusses each candidate’s qualifications and chooses a candidate by majority vote.

We designed our orientation programs to familiarize new directors with our businesses, strategies, and policies and assist new directors in developing Company and industry knowledge to optimize their service on the N&CG Committee identified Lindsay A. Slader as a candidate with significantBoard. Regular continuing education programs enhance the skills and knowledge and experience in the lines of business development, gaming, technology, fraud prevention and regulatory compliance and recommended herdirectors use to the Board for consideration. The Board voted unanimously to nominate her for election at the 2022 Annual Meeting of Shareholders. If elected, Ms. Slader will be appointed to MVB’s Risk and Compliance Committee as well as the N&CG Committee.perform their responsibilities. These programs may include internally developed programs or programs presented by third parties.

The Bylaws provide that nominations for election to the Board 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 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 with the exception of Lindsay A. Slader, are incumbent directors or directors of MVB subsidiaries and are included as nominees in this Proxy Statement upon the recommendation of the N&CG Committee. No shareholder recommendations or nominations have been made for the election of directors at the 20222024 Annual Meeting.

Nominations for election to the Board for the 20232025 Annual Meeting of Shareholders must be made by a shareholder in writing and delivered or mailed to the President of MVB on or before Thursday, February 16, 2023.20, 2025.

For this year’s election, the Board has nominated three director candidates.

The following biographical information about each director nominee highlights the particular experience, qualifications, attributes, and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of March 28, 2022:27, 2024:

The following biographical information about each director nominee highlights the particular experience, qualifications, attributes and skills possessed by such director nominee that led the Board to determine that he or she could serve as a director. All director nominee biographical information is as of March 28, 2022:27, 2024:

MVB uses a combination of cash and stock-based incentive compensation to attract and retain independent, qualified candidates to serve on our Board. In addition, allsetting director compensation, we consider the significant amount of time that directors expend in fulfilling their duties, as 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 20212023 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 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 2021,2023, MVB continued exceeding 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, NIB deposit growth of 302% was above industry and peer performance. Net income and earnings per share increased 45% and 47%, respectively, since 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 50 of MVB’s Annual Report on Form 10-K fornotably the year ended December 31, 2021.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. Outstanding performance receives outstanding rewards. Each plan requires measurable goals and objectives to be set, communicated, achieved, and audited beforeprior to any award is made. Award eligibility varies based on a Team member performance-based incentives will vary by theirMember’s level inwithin the Company, their ability to drive results & comparableas well as relevant market pay data. Those with unacceptable performance are not eligible for incentive awards or merit increases.

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 purpose 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 that provides a formal hierarchy of grades and salary ranges as well as a formal job evaluation process to determine fairness in job placement within the structure. This practice 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’sMVB regularly conducts a market study of benchmark positions to determine the competitive posture of the organization and need for any changes. Reclassification of positions may occur on an ongoing basis depending on recommendations from senior management as well as updated market data.

MVB pays base salaries short and long-term incentivesthat target a reasonable range around the market median of(of other companies comparable to our asset size, complexity as well as general industry standard rates.

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 20212023 target pay mix allocation:

Our compensation program is grounded in a pay-for-performance philosophy. Performance goals in both our short and long-term incentive plans are set at challenging levels, with the ultimate goal that performance will drive long-term, sustainable value.value for shareholders. When financial and stock performance goals are not met, pay outcomes for our executives should reflect this reality.

MVB’sWe believe our pay-for-performance philosophy and compensation governance practices provide an appropriate framework tofor executives to achieve financial and strategic goals without encouraging them to take excessive risks in their business decisions. Some practices include:

The Compensation Committee will continue to review our executive compensation program as well as consider the outcome of the “Say-on-Pay” votes when making future compensation decisions for the NEOs.

TheMVB’s executive compensation program is designed by our Human Resource and Compensation Committee, (“Compensation Committee”), and our Board of Directors to closely track our long-term strategy. Over the years we have evolved our executive pay program while maintaining an overarching compensation philosophy aimed at achieving strong alignment between our long-term strategic goals and our shareholders’ interests.

The Compensation Committee’s process begins with establishing individual and corporate performance objectives by the first quarter of each calendar year. The Compensation Committee engages in an active dialogue with the CEO concerning strategic objectives and performance targets. The Compensation Committee also reviews the appropriateness of the financial measures used in incentive plans, the degree of difficulty in achieving performance targets, any potential challenges or obstacles and appropriate risk levels. Corporate performance objectives are established based on a targeted return on assets and return on equity, as well as growth in earnings per share and individualfinancial goals for each of the particular business units within MVB.

The Human Resource and Compensation Committee annually reviews the Committee Charter and Executive incentive plans used throughout MVB. The Compensation Committee determines whether the plans, individually or collectively, encourage excessive risk taking, whether each of the plans has reasonable limits and caps, and whether the overall structure of the incentive plans is aligned with the interests of the shareholders.

Management also plays a role in the compensation setting process. Typically, MVB's CEO will evaluate the performance of the other executive officers and will assist the Human Resource and Compensation Committee in determining appropriate performance targets and objectives for the incentive plans. TheWhen requested, the CEO may participate in Compensation Committee meetings when requested, to discuss these items as well asand make recommendations regarding salary increases, bonuses and other compensation-related matters. The Compensation Committee exercises its own independent informed judgement in approving compensation for all executive officers and assessing corporate performance against the pre-established objectives. The CEO is not present during deliberations or voting with respect toconcerning his own compensation.

Investing in an outreach program, MVB’s CEO, President and CFO and in some cases, the Chairman of the Compensation Committee, metmeet with the Company's top investors to share the Strategic Plan, provide an overview of leadership and structure, and present MVB compensation methodology. Other topics includedinclude Board governance and executive compensation framework outlining where MVB is adopting best practices and providing alignment with the shareholders. The meetings and discussions were well received by all participants. Throughout the outreach, MVB connectedcan connect with many institutional investors.

Pursuant to the authority granted to it in its charter, the Compensation Committee may engage an independent executive compensation consultant. In 2021,2023, the Compensation Committee engaged McLagan, part of the Reward Solutions practice at Aon,Pay Governance LLC, to provide consulting services to the Compensation Committee, including advice on compensation philosophy, incentive plan design, executive job compensation analysis, and CD&A disclosure, among other compensation topics.

The Compensation Committee conducted a specific review of its relationship with McLagan in 2021,Pay Governance, taking into account the independence factors set forth in applicable SEC and Nasdaq rules, and determined that McLagan’sPay Governance’s work for the Compensation Committee did not raise any conflicts of interest.

The Compensation Committee is responsible for establishing incentive plans for executive officers that achieve an appropriate balance between MVB’s results and risk. The Compensation Committee recognizes that business in the financial industry inherently requires that MVB take on certain risks: in its lending activities, depository activities, and investing activities, as well as other facets of the organization.