UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

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MVB Financial Corp.

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MVB FINANCIAL CORP.

301 VIRGINIA AVENUE

FAIRMONT, WEST VIRGINIA 26554-2777

(304) 363-4800


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD MAY 17, 2016

15, 2018


To the Shareholders:


The Annual Meeting of Shareholders (the "Annual Meeting") of MVB Financial Corp. (“MVB”) will be held at the MVB Bank office, 400 Washington Street, East, Charleston,Fairmont State University - Falcon Center, 1201 Locust Avenue, Fairmont, WV 25301, at 10:9:00 a.m. on May 17, 2016.15, 2018. This meeting is for the purposes of considering and voting upon the following proposals:


1.

To elect twofour directors for a three-year term.


2.

To approve a non-binding advisory proposal on the compensation of the Named Executive Officers.


3.

To act upon a proposal to approve the 2016 Annual Executive Performance Incentive Plan for the executive officers of MVB.

4.

To ratify the appointment of Dixon Hughes Goodman LLP as the independent registered accounting firm for MVB for the fiscal year ending December 31, 2016.

2018.

5.

4.

Any other business which may properly be brought before the meeting or any adjournment thereof.


Only those shareholders of record at the close of business on March 28, 2016,21, 2018, shall be entitled to notice of the meeting and to vote at the meeting.Annual Meeting. A list of stockholdersshareholders entitled to vote at the Annual Meeting is available for inspection at our principal executive office at 301 Virginia Avenue, Fairmont, WV 26554. The approximate datenotice of annual meeting, proxy statement, proxy card, and other proxy materials are first being sent or made available to shareholders on or about April 2, 2018.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 15, 2018.
We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain stockholders 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 this Proxy Statement and formprovides 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 2018 proxy statement, proxy card and Annual Report for fiscal year 2017 are first sentavailable online at www.investorvote.com/MVBF. We encourage you to access and review such materials before voting. Directions to the Annual Meeting where you may vote in person can be found at: www.investorvote.com/MVBF.

Your vote is very important to us. Whether or givennot you expect to security holders is April 12, 2016.

attend the Annual Meeting, we urge you to consider the proxy statement carefully and to promptly vote your shares.


By Order of the Board of Directors,

Picture 2

mazzasignature.jpg

Larry F. Mazza

President and& Chief Executive Officer

Please sign and return the enclosed proxy in the enclosed self-addressed, postage-paid envelope as promptly as possible, whether or not you plan to attend the meeting in person.  If you do attend the meeting, you may vote your shares in person, even though you have previously signed and returned your proxy.




April 12, 2016

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 17, 2016—THE NOTICE OF MEETING, THE PROXY STATEMENT, THE PROXY CARD AND THE ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2015, ARE AVAILABLE AT http://www.mvbbanking.com/2016shareholders.  DIRECTIONS TO THE ANNUAL MEETING WHERE YOU MAY VOTE IN PERSON CAN BE FOUND ON http://www.mvbbanking.com/2016shareholders.

2, 2018







MVB FINANCIAL CORP.

301 VIRGINIA AVENUE

FAIRMONT, WEST VIRGINIA 26554-2777

(304) 363-4800


PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

May 17, 2016

15, 2018


This proxy statement is furnished in connection with the solicitation of proxies for use at the Annual Meeting of Shareholders (the "Annual Meeting") of MVB Financial Corp. (“MVB”, or the “Company”) to be held on May 17, 2016,15, 2018, at the time and for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders.

A copy of this proxy statement, the proxy card and our Annual Report for fiscal year 2017(collectively, the “Proxy Materials”) can be found at the web address www.investorvote.com/MVBF. We first made available these Proxy Materials to our shareholders on or about April 2, 2018

The Securities and Exchange Commission (the “SEC”) has adopted a “Notice and Access” rule that allows companies to deliver a Notice of Internet Availability of Proxy Materials (the “Notice”) to shareholders in lieu of a paper copy of the Proxy Materials. The Notice provides instructions as to how shares can be voted. Shares must be voted either by telephone, internet or by completing and returning a proxy card. Shares cannot be voted by marking, writing on and/or returning the Notice. Any Notices that are returned will not be counted as votes. Instructions for requesting a paper copy of the Proxy Materials are set forth on the Notice.

Solicitation of Proxies


The solicitation of proxies is made by theMVB's Board of Directors of MVB.Directors. These proxies enable shareholders to vote on all matters that are scheduled to come before the meeting. If the encloseda proxy is signed and returned, it will be voted as directed; or ifsubmitted where a vote is not directed,indicated, the proxy will be voted “FOR” all of the proposals to be submitted to the vote of shareholders described in the Notice of Annual Meeting and this Proxy Statement. Other than the matters listed in the Notice of Annual Meeting of Shareholders, the Board knows of no additional matters that will be presented for consideration at the Annual Meeting.

A shareholder executing the proxy may revoke it at any time before it is voted:

(a)          by notifying MVB representatives Larry F. Mazza or Lisa J. McCormick in person;

(b)          by giving written notice to MVB.  The revocation should be delivered to Lisa J. McCormick, Corporate Secretary, 301 Virginia Avenue, Fairmont, WV  26554;

(c)          by submitting to MVB a subsequently dated proxy; or

(d)          by attending the meeting and withdrawing the proxy before it is voted at the meeting.


The expenses of the solicitation of proxies will be paid by MVB. In addition to this solicitation by mail, directors, officers and employees of MVB or one or more of its subsidiaries – MVB Bank, Inc. (“MVB Bank”), Potomac Mortgage Group, Inc., which does business as MVB Mortgage (“MVB Mortgage”), and MVB Insurance, LLC (“and MVB Insurance”Community Development Corp. ("MVB CDC") – may solicit proxies personally or by telephone, although no person will be specifically engaged for that purpose.


Voting Without Attending Annual Meeting

If you are the shareholder of record with respect to your shares, you can vote your shares without attending the Annual Meeting by submitting your proxy through either of the following methods:
By Internet - You can vote via the Internet at www.investorvote.com/MVBF. Your identification numbers for Internet voting are on the Notice, and voting is available 24 hours a day. Those numbers can also be found on your proxy card if you requested a paper copy of the Proxy Materials.

By Telephone - 1-800-652-VOTE (8683). You can vote via the telephone by using any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time, on May 14, 2018. Have your proxy card in hand when you call and then follow the instructions

By Mail - Complete, sign and date the proxy card that will be mailed to you if you have requested a paper copy of the Proxy Materials. Return it to the Company in the postage prepaid envelope that will be included in the mailing.

If your proxy is submitted via the Internet, telephone or mail (and your proxy is not later revoked), your shares will be voted in accordance with your instructions as indicated in the proxy. If, however, you do not indicate the manner in which your shares should be voted in your proxy, your shares will be voted in accordance with the recommendations of the Board as set forth in this proxy statement.

If you are the beneficial owner of your shares, you can vote your shares without attending the Annual Meeting by following the directions contained in the voting instruction card sent to you by your stockbroker, bank or other nominee. Typically, voting instruction cards allow you to direct the voting of your shares by returning the voting instruction card by mail or by submitting your directions


via the Internet or by telephone. Your stockbroker, bank or other nominee is required to vote your shares according to the directions you have given.

Voting in Person

Shares held in your name as the stockholder of record on the record date may be voted in person at the Annual Meeting. Shares for which you are the beneficial owner but not the shareholder of record may be voted in person at the Annual Meeting only if you obtain a legal proxy from the broker, trustee, or other nominee that holds your shares giving you the right to vote the shares. Even if you plan to attend the Annual Meeting, we recommend that you vote by proxy as described above so that your vote will be counted if you later decide not to attend the Annual Meeting.
The vote you cast in person will supersede any previous votes that you may have submitted, whether by Internet, telephone, or mail.

Revocability of Proxies

A shareholder executing the proxy may revoke it at any time before it is voted:
By notifying MVB representatives, Larry F. Mazza or Lisa J. McCormick, in person
by giving written notice to MVB. The revocation should be delivered to:
Lisa J. McCormick, Corporate Secretary,
301 Virginia Avenue, Fairmont, WV 26554;
by submitting to MVB a subsequently dated proxy; or
by attending the meeting and withdrawing the proxy before it is voted at the meeting.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:

The Proxy Materials are available at www.investorvote.com/MVBF. Enter the 12-digit control number located on the Notice or proxy card to access the Proxy Materials.

Eligibility of Stock for Voting Purposes


Pursuant to the Bylaws of MVB, the Board of Directors has fixed March 28, 2016,21, 2018, as the record date (the "Record Date") for the purpose of determining the shareholders entitled to notice of, and to vote at, the meeting or any adjournment thereof, and only shareholders of record at the close of business on that date are entitled to such notice and to vote at such meeting or any adjournment thereof.


Each share of MVB common stock has one vote on each matter. As of the Record Date, there were 8,062,79510,589,704 shares of MVB common stock issued, and outstanding, held by approximately 1,1571,057 active holders of record. In addition to shareholders of record of MVB’s common stock, beneficial owners of shares held in street name as of the Record Date can vote. There are 20 million shares of common stock authorized.


If you are a beneficial owner of shares held in street name and do not provide the organization that holds your shares with specific voting instructions then, under applicable rules, the organization that holds your shares may generally vote your shares in their discretion on “routine” matters but cannot vote on “non-routine” matters. If the organization that holds your shares does not receive instructions from you on how to vote your shares on a non-routine matter, that organization will inform the inspector of election that it does not have the authority to vote on this matter with respect to your shares. This is generally referred to as a “broker non-vote.”

The ratification of the appointment of Dixon Hughes Goodman LLP as MVB’s independent registered accounting firm for 20162018 (Proposal No. 4)3) is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected in connection with Proposal No. 4.

3.

1


Each of the other proposals, including the election of directors (Proposal No. 1), and the proposal to approve a non-binding advisory proposal on the compensation of the Named Executive Officers, (Proposal No. 2) and the proposal to approve the 2016 Annual Executive Performance Incentive Plan for the executive officers of MVB (Proposal No. 3), are considered non-routine matters under applicable rules. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore, broker non-votes may exist in connection with Proposals No. 1 throughand No. 3.

2.


The principal holders of MVB Common Stock are discussed under the section of this Proxy Statement entitled, “Principal Holders of Voting Securities.”




Quorum Requirement


A majority of the outstanding shares of the CorporationCompany entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.


Voting Requirements


Only “FOR” and “AGAINST” votes are counted for purposes of determining the votes received in connection with each proposal. Approval of nominees is by plurality and approval of other proposals is by affirmative vote of the majority of shares present in person or by proxy and entitled to vote.the votes cast. An affirmative vote of at least a majority of shares necessary to constitute a quorum is also required.


Broker non-votes and abstentions have no impact on approval of directors as directors are elected by a plurality of votes cast. Each of Proposal Nos. 2 3 and 43 require an affirmative vote of the majority of the votes cast. In voting for Proposal Nos. 2 and 3, shares present in personmay be voted "FOR" or by proxy and, therefore, an abstention is generally the same as an “AGAINST” vote."AGAINST" or "ABSTAIN". A broker non-vote will not be treated as entitled to vote for approval of Proposal Nos. 2 and 3 and 4 and, therefore, will generally have no impact on such proposals. In order to minimize the number of broker non-votes, MVB encourages you to provide voting instructions on each proposal to the organization that holds your shares by carefully following the instructions provided in the Notice and the voting instruction form.


2



PURPOSES OF MEETING


1.ELECTION OF DIRECTORS


General


The Bylaws of MVB currently provide for a Board of Directors composed of five (5) to 25 members to be elected annually.twenty-five (25) members.  The Board has set 12 as the numbercurrently consists of directors of MVB for the upcoming year.  This is two less than the number that was established in 2015.

ten (10) members. 


Directors are elected by a plurality of the votes cast. Therefore, a vote withheld may not affect the outcome of the election. As required by West Virginia law, each share is entitled to one vote per nominee, unless a shareholder requests cumulative voting for directors at least 48 hours before the meeting. If a shareholder properly requests cumulative voting for directors, then each MVB shareholder will have the right to vote the number of shares owned 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 by the number of shares owned, or to distribute them on the same principle among as many candidates as the shareholder sees fit. 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.

Management Nominees to the Board of


The MVB

The Articles of Incorporation provide for staggered terms for directors. The twofour individuals up for election at the Annual Meeting and identified below represent managementthe nominees to the Board of Directors.  BothDirectors for a term to expire in 2021.  All four individuals will be elected for a three-year term. Following the election of the twofour nominees referenced below, MVB will have three classes of directors.  One classdirectors, all consisting of directors will consist of twothree board members, oneexcept for the class standing for election at the Annual Meeting, whose term expires in 2021, which class will consist ofhave four board members, whilemembers.


Directors Up for Election
Directors Age as of March 21, 2018 Director and/or
Officer Since		 Term to
Expire		 Principal Occupation During
the Last Five Years
David B. Alvarez 54 2013 2021 President of Energy Transportation, LLC; previously President of MEC Construction, LLC
         
John W. Ebert 58 2013 2021 President - J.W. Ebert Corporation, a McDonald's Restaurant franchise of 41 stores
         
Dr. Kelly R. Nelson 58 2005 2021 Physician
         
Daniel W. Holt1
 46 2017 2021 Co-Founder and CEO of BillGo; previously President & General Manager, Managed Services at Computer Services Inc. (CSI)
1 Mr. Holt is a 2018 nominee and joined the third class will include six board members. 

Board of MVB and MVB Bank, Inc. in December 2018.

 

 

 

 

 

 

 

 

 

 

Directors

    

Age as of
March 28, 2016

    

Director and/or
Officer Since

    

Term
Expires

    

Principal Occupation During
the Last Five Years

 

 

 

 

 

 

 

 

 

 

 

H. Edward Dean, III

 

47

 

2012

 

2019

 

President & CEO – Potomac Mortgage Group, Inc. (dba MVB Mortgage), a wholly owned subsidiary of MVB Bank (acquired December 2012); Former President & CEO – Potomac Mortgage Group, LLC, Former President & CEO – George Mason Mortgage, LLC

 

 

 

 

 

 

 

 

 

 

 

J. Christopher Pallotta

 

66

 

1999

 

2019

 

Director – Bond Insurance Agency

 

 

 

 

 

 

 

 

 

 

 


Director Nominee Business Experience

H. Edward Dean, IIIDavid B. Alvarez – MVB Vice-Chair and Director. Mr. DeanAlvarez is the owner and President & CEO of Potomac Mortgage Group, Inc. (dba MVB Mortgage)Energy Transportation, LLC ("ET"), which has grown to be a wholly owned subsidiaryregional service provider for the natural gas industry. Under Alvarez's leadership ET now offers EnviroTeam Services. These services include plant environmental waste stream and dike management, emergency spill response, drum service, etc. He was formerly owner and President of MVB Bank (acquired December 2012).MEC Construction. He has been involved in the construction business throughout the North Eastern United States natural gas fields for more than 23 years. Alvarez is credited with founding several new companies, which continue to benefit the economy of West Virginia and the surrounding states, while providing employment for many West Virginians, which include Applied Construction Solutions, ET, and Blue Mountain Equipment Corporation. He is a graduate of West Virginia University with a B.S. Degree in AccountingBusiness Administration. He is extremely involved in various professional, educational, and pursued advanced degree work atphilanthropic activities throughout West Virginia, Wesleyan College.including serving on the Board of Governors of West Virginia University, where he serves as facilities and finance chair. He is a member of the Medbrook Children's Charity Board, the Harrison County Economic Development Corporation, and a member of the Richmond Federal Industry Round Table. He currently serves on the Finance and Loan Approval Committees. Mr. DeanAlvarez was nominated because of his extensive knowledge of the mortgage loanWest Virginia markets, his knowledge of the construction and natural gas industry and his position as President and CEO of Potomac Mortgage Group, Inc.  community involvement.


J. Christopher PallottaJohn W. Ebert – MVB Founding Director.  Mr. PallottaEbert is President of J.W. Ebert Corporation, which owns 41 McDonald’s franchises in West Virginia, Pennsylvania,  and Maryland and has over 28 years of retail experience.  He is the former Chairman of McDonald’s East Division Profit Team representing 5,000 restaurants.  He is the former President of the Pittsburgh Region’s McDonald’s Owner/


Operator Association.  Mr. Ebert is a 1982 graduate of the University of Notre Dame with a B.S. Degree in Accounting and began his career as a Certified Public Accountant for a national accounting firm.  He currently serves on the MVB Audit / ERM, Finance, Nominating & Corporate Governance committees.  Mr. Ebert was nominated because of his knowledge of the North Central West Virginia market, his educational background and business expertise, which includes budget, risk assessment and HR experience.

Dr. Kelly R. Nelson – MVB Director.  Dr. Nelson is Physician in Bridgeport, West Virginia and is affiliated with numerous hospitals in the region, including United Hospital Center and WVU Medicine.  He was formerly Senior Vice President of MedExpress Urgent Care and for the prior 27 years, the Medical Director for Medbrook Medical Associates.  He is extremely active in community organizations and is currently President and Board Member of the Medbrook Children’s Charity.  He is a graduate of Fairmont StateAuburn University with a B.S. Degree in Business Administration.Biology and the University of Alabama, School of Medicine, specializing in Family Medicine.  Dr. Nelson currently serves on the MVB Audit/ ERM, Nominating & Corporate Governance, Human Resources & Compensation, and Information Technology Steering Committees, as well as the MVB Mortgage Board.  He has been involved inwas nominated due to his knowledge of the insurance and related securities businessmedical community in North Central West Virginia, market areahis educational and business backgrounds and community activities throughout the region.

Daniel W. Holt – MVB Director. Mr. Holt is Co-Founder & CEO of BillGo, Inc. ("BillGo"), a bill payment engine that offers real-time payments, revenue, and automation to payment providers. Under his leadership, BillGo has become the top bill payments engine in the financial industry. After serving eight years in the U.S. Air Force, Mr. Holt held several leadership positions in Silicon Valley. For eight years, his team at HEIT built the leading cloud services company for over 40 years.the financial industry. Upon its acquisition, Mr. Holt led CSI’s technology and services as President and General Manager. During his tenure, CSI became the largest secure banking cloud for community banks and credit unions. Mr. Holt has served on boards for Allied Payment Network, Dragnet Solutions and Community Funded, and he mentors students in Colorado State University’s Entrepreneurship Program. He earned certifications as a Project Management Professional, Certified Information Systems Security Professional and GIAC Systems and Network Auditor. He is also part of the ownerFed Secure Payments Task Force. Mr. Holt holds a bachelor’s degree from the University of other small businessesMaryland and an MBA from Colorado State University. He currently serves on the Finance, Nominating and Corporate Governance and Information Technology Steering Committees. He was nominated due to his leadership, education, business, and professional development experiences in the MVB market area.  He isfinancial and technology industries.

The Board of Directors unanimously recommends that you vote "FOR ALL" the nominees, Messrs, Alvarez, Ebert, Nelson and Holt, to be elected to the Board of Directors for a life-long resident of North Central West Virginia and is activeterm expiring in community organizations.  Mr. Pallotta was nominated because, as a founding director of MVB, he has extensive knowledge of MVB, its operations and market area as well as for his experience and expertise in the areas of insurance and securities.

2021.

3


Directors Not Up For Election

Management and Directors:


In addition to the nominees,directors who are up for election at the Annual Meeting, the following are the remaining directors and the executive officers of MVB.

 

 

 

 

 

 

 

 

 

 

Directors

    

Age as of
March 28, 2016

    

Director and/or
Officer Since

    

Term
Expires

    

Principal Occupation
During the Last Five Years

 

 

 

 

 

 

 

 

 

 

 

David B. Alvarez

 

52

 

2013

 

2018

 

President of Energy Transportation, LLC

 

 

 

 

 

 

 

 

 

 

 

Stephen R. Brooks

 

67

 

1999 

 

2017 

 

Member & Attorney – Flaherty Sensabaugh Bonasso PLLC (a law firm)

 

 

 

 

 

 

 

 

 

 

 

James J. Cava, Jr.

 

50

 

2013 

 

2017 

 

Managing Member – Cava & Banko, PLLC, Certified Public Accountants

 

 

 

 

 

 

 

 

 

 

 

Dr. Joseph P. Cincinnati

 

51

 

2009

 

2018

 

Orthopedic Surgeon

 

 

 

 

 

 

 

 

 

 

 

John W. Ebert

 

56

 

2013

 

2018

 

President – J.W. Ebert Corporation, a McDonald’s Restaurant franchise

 

 

 

 

 

 

 

 

 

 

 

Gayle C. Manchin

 

68 

 

2013 

 

2017 

 

Retired President – WV Board of Education; Former First Lady of West Virginia (2005-2010)

 

 

 

 

 

 

 

 

 

 

 

Larry F. Mazza*

 

55

 

2005 

 

2017 

 

President & Chief Executive Officer – MVB and Chief Executive Officer– MVB Bank; Former Chief Executive Officer-MVB Harrison, Inc.

 

 

 

 

 

 

 

 

 

 

 

Dr. Kelly R. Nelson

 

56

 

2005

 

2018

 

Physician

 

 

 

 

 

 

 

 

 

 

 

Nitesh S. Patel

 

52

 

1999 

 

2017 

 

Business Consultant; Former President & Chief Executive Officer-D.N. American, Inc. (software development company)

 

 

 

 

 

 

 

 

 

 

 

Jimmy D. Staton

 

55 

 

2013 

 

2017 

 

Executive Vice President, Venture Global LNG; Former Executive Vice President & Group CEO for NiSource Gas Transmission & Storage

 

who are not up for election.

*

Directors Age as of March 21, 2018 Director and/or
Officer Since		 Term to
Expire		 Principal Occupation During
the Last Five Years
Stephen R. Brooks 69 1999 2020 Member & Attorney – Flaherty Sensabaugh Bonasso, PLLC (a law firm)
         
James J. Cava, Jr. 52 2013 2020 CFO - Ryan Environmental LLC & Ryan Environmental Transport, LLC, Managing Member – Cava & Banko, PLLC, Certified Public Accountants
         
H. Edward Dean, III 49 2012 2019 President & CEO – Potomac Mortgage Group, Inc. (dba MVB Mortgage), a wholly owned subsidiary of MVB Bank (acquired December 2012)
         
Gary A. LeDonne 56 2016 2019 Executive in Residence at the West Virginia University ("WVU") College of Business and Economics; previously, Partner, Ernst & Young LLP (retired)
         
Larry F. Mazza1
 57 2005 2020 
President & Chief Executive Officer – MVB and
MVB Bank
         
J. Christopher Pallotta 68 1999 2019 Director – Bond Insurance Agency
1 Mr. Mazza is also a member of the Board of Directors of PDC Energy, Inc.




Executive Officers of MVB Financial Corp. (Non-Nominees):

 

 

 

 

 

 

 

 

Executive Officer

 

Age as of

March 28, 2016

 

Officer

Since

 

Title During the Last Five Years

 

 

 

 

 

 

 

 

 

Donald T. Robinson

 

41 

 

2011 

 

Executive Vice President & Chief Financial Officer; Former Chief Operating Officer –MVB and President – MVB Bank; Former North Regional President – MVB

 

4

Executive Officer Age as of March 21, 2018 Officer Since Title During the Last Five Years
Donald T. Robinson 43 2011 Executive Vice President & Chief Financial Officer; Former Chief Operating Officer – MVB and President – MVB Bank
       
David A. Jones 55 2006 
Senior Vice President & Chief Risk Officer – MVB & MVB Bank; previously Senior Vice President & Chief Credit & Chief Risk Officer – MVB & MVB Bank
       
John T. Schirripa 55 2011 Executive Vice President, Chief Commercial Lending Officer, Regional President – West Virginia, and Commercial Loan Officer – MVB Bank

There are no family relationships among the directors, director nominees or executive officers of MVB or the Bank.


Other than previously disclosed, no MVB Board member has been a member of the board of another public company during the past five years.


The Board of Directors of MVB met 22nineteen (19) times and the Board of Directors of MVB Bank met 18eighteen (18) times during 2015.2017.  All current directors attended 75% or more of the meetings held by the Board of Directors and committees thereof ofin which the director is a member, except for Director Patel, who attended 73%.

member.


In order to meet their responsibilities, directors are expected to attend board and committee meetings, as well as the annual meeting of shareholders. All directors attended the 20152017 Annual Meeting of Shareholders, except for Directors DeanAlvarez and Manchin.

Ebert.


Leadership Structure of the Board


The Board Chair, Vice Chair, and President/President & Chief Executive Officer (CEO)("CEO") are three separate people.individuals. Throughout MVB’s history, this has been the leadership model. The President/CEO is responsible for the day-to-day operations and performance of MVB. The Chair and Vice Chair are involved in management ofpresiding over Board meetings, and matters of governance, and corporate oversight. The Chair and Vice Chair also focus on monitoring the effectiveness of the President/CEO in implementing MVB’s corporate strategy and ensuring that the Directorsdirectors receive sufficient information, on a timely basis, to provide proper risk oversight.

A Governance Committee was established by MVB in December 2009.  The Governance Committee’s responsibilities are defined in its Charter.  The Committee, among many things, reviews the committees of the Board and membership thereof, evaluates compliance with the Director Education Policy, evaluates the current Board areas of expertise and monitors such to determine if an adjustment of Board membership is necessary.  The Governance Committee will also provide oversight on issues relating to the governance and operations of MVB.


The committee structure of MVB is such that the committees are responsible for and review the areas of greatest risk to MVB. Each is chaired by an independent director. MVB staff members are responsibleprovide support to the respective Chairs of the committees foreach committee in providing requested information necessary for propereach committee functioning.  Following on organizational enhancements made to manage enterprise risk, in January 2015,provide appropriate oversight.

Committees of the Board of MVB created an Enterprise Risk Committee as a committee of the
The MVB Board of Directors with a mandate to review the activities of the MVB Management Risk Committee.  MVB risk management functions: ensure that the MVB Board of Directors is well-versed on risk issues and has the opportunity to question and provide guidance on day-to-day and long-term MVB risk management activities; and work in coordination with other MVB Board of Directors committees and subcommittees that engage in risk management functions to ensure that there is comprehensive, coordinated enterprise risk management for MVB, among other functions.

Committees of the Board

MVB has a number of standing committees as described below.

Executive Committee.   Composed of David B. Alvarez, Stephen R. Brooks – Chair, James J. Cava, Jr., John W. Ebert, Larry F. Mazza, Dr. Kelly R. Nelson, Nitesh S. Patel and Jimmy D. Staton.  The purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries by: (1) providing Board presence and continuity between meetings of the Board; and (2) providing quick response capability in the event of emergencies or for relatively routine items requiring Board action.  The Committee, between meetings of the Board, exercises the powers of the Board as appropriate in any case where immediate action is required and the matter is such that a special meeting of the full Board is not deemed necessary or possible.  The Committee reports the results from these meetings to the Board of Directors.  The Committee met 12 times in 2015.


Audit / ERM Committee.  Composed of James J. Cava, Jr. - Chair,(Chair), John W. Ebert, Gayle C. Manchin,Gary A. LeDonne, and Dr. Kelly R. Nelson and Jimmy D. Staton.Nelson. The purpose of the Audit / ERM Committee is to reviewto: (i) monitor the resultsintegrity of the financial reporting process, systems of internal controls and financial statements and reports of MVB; (ii) be directly responsible for the appointment, compensation and oversight of the independent auditor employed by MVB for the purpose of preparing or issuing an audit report or related work; (iii) be responsible for the appointment, compensation and oversight of the internal auditor; (iv) assist the Board of Directors in monitoring compliance by MVB with legal and external audits, review Reportsregulatory requirements, including holding company, banking, mortgage and insurance regulations and the Sarbanes-Oxley Act of Examination from regulatory authorities2002; (v) oversee management corrective actions when such needs have been identified; (vi) oversee MVB’s whistleblower policy; (vii) oversee MVB’s risk management program for effectiveness and discussensure that the financial statements withBoard of Directors incorporates the appropriate risk management processes in its activities; and external auditors and to(viii) report such to the Board of Directors.Directors on these matters.

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The Audit CommitteeBoard of Directors of MVB has not designated Gary A. LeDonne as an individual who is considered to be an audit committee financial expert. This is true for the entire Board of Directors as well, because no oneMr. LeDonne has been identified as meeting the guidelines set forth by Section 407 of the Sarbanes-Oxley Act of 2002, for an audit committee financial expert.  In the small community market area of MVB, individuals meeting the required credentials under the Act are very rare. All members of the Board of Directors are successful business owners or organization leaders and have knowledge of the requirements to run such a successful business. The directors of MVB, including those who are members of the Audit Committee, believe that having separate internal and external audits and regulatory examinations assist in ensuring proper supervision, evaluation and reporting of MVB activities. 


The Audit / ERM Committee met eightfourteen (14) times in 2015.2017. The Committee meets with representatives of Brown Edwards & Co.,Crowe Horwath LLP, who are responsible for the internal audit function of MVB, and Dixon Hughes Goodman LLP, who are responsible for the annual


certified audit, as well as with the members of the regulatory authorities upon completion of their examinations of MVB Bank or MVB. During these meetings, the active management of MVB Bank or MVB, including CEO Mazza and CFO Robinson, may be asked to leave the room to provide comfort of questioners and responders.


In the opinion of MVB’s Board of Directors, none of the Board of Directors, except for Directors Dean and Mazza, has a relationship with MVB that would interfere with the exercise of independent judgment in carrying out their responsibilities as directors. None of them are or have for the past three years been employees of MVB, except for Directors Dean and Mazza and none of their immediate family members are or have for the past three years been executive officers of MVB or MVB Bank. In the opinion of MVB and its Board of Directors, the entire Board of Directors, except for Directors Dean and Mazza are “independent directors,” as that term is defined in Rule 4200(a) (15)5605(a)(2) of the Nasdaq Marketplace Rules. The Audit Committee Charter was amended and approved by the Board of Directors of MVB has adoptedon September 19, 2017 and a written charter for the Audit Committee.  A copy of the amended Charter of the Audit Committee is attached as Exhibit A to this Proxy Statement.

proxy statement.


Report of the Audit Committee


The Audit Committee has reviewed and discussed the audited financial statements for the year ended December 31, 2015,2017 with management. The Audit Committee has also discussed the audited financial statements with Dixon Hughes Goodman LLP, MVB’s independent accountants, as well as the matters required to be discussed by Public Company Accounting Oversight Board (United States) (the "PCAOB") Auditing Standard No. 1301 (AU Section 380 (CommunicationCommunication with Audit Committees)Committees.) and SEC rules. The Audit Committee has received the written disclosures and the letter from Dixon Hughes Goodman LLP, required by Public Company Accounting Oversight Board Rule 3526 applicable requirements of the PCAOB regarding the independent accountant’s communications, and has discussed with Dixon Hughes Goodman LLP the independent accountants’ independence. Based on this, the Audit Committee recommended to the Board of Directors (and the Board has approved) that the audited financial statements be included in MVB’s Annual Report on Form 10-K for the year ended December 31, 2015,2017 and filed with the Securities and Exchange Commission.


Submitted by the Audit Committee,

Committee:

James J. Cava, Jr., Chair

John W. Ebert

Gayle C. Manchin

Gary A. LeDonne
Dr. Kelly R. Nelson

Jimmy D. Staton


This report shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, unless MVB specifically incorporates this report by reference. It will not otherwise be filed under such Acts.


Finance Committee.Committee. Composed of David B. Alvarez, James J. Cava, Jr., John W. Ebert – Chair(Chair), Daniel W. Holt, Gary A. LeDonne, and Jimmy D. Staton.J. Christopher Pallotta. The purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB Financial and its subsidiaries by providing oversight and guidance regarding finance, budget, and facilities matters and to make recommendations, as appropriate and warranted. The Committee reports the results from these meetings to the Board of Directors. The Committee is a consolidation of the former MVB Budget Committee and the former MVB Facilities Planning Committee.  The Finance Committee met teneight (8) times in 2015.2017.


Enterprise Risk Committee.   Composed of David B. Alvarez, Stephen R. Brooks, James J. Cava, Jr., John W. Ebert, Larry F. Mazza, Dr. Kelly R. Nelson, J. Christopher Pallotta, Nitesh S. Patel – Chair,Nominating and Jimmy D. Staton.  The purpose of the Committee is to complete work related to enterprise risk and to direct the activities of the Management Risk Committee and the Chief Risk Officer.  As noted, this Committee was developed to supplement the work of an existing management risk committee.  This Committee met eleven times in 2015.

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Corporate Governance ("Governance") Committee. Composed of Stephen R. Brooks, John W. Ebert, Gayle C. Manchin,Daniel W. Holt, and Dr. Kelly R. Nelson- Chair, and Nitesh S. Patel.  CEO Mazza is an ex-officio member of this Committee.Nelson (Chair). The purpose of the Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB and its subsidiaries by: (1)(i) helping MVB to create and maintain an appropriate board and committee structure; (2)(ii) assessing the skills, experience, and backgrounds necessary to effectively staff MVB boards and committees; (3)(iii) overseeing the development and updating of governance and ethics policies for MVB; (4)(iv) leading MVB in periodic assessments of the operation of MVB boards and committees and the contributions of the members; (v) and (5) monitoring of the implementation of MVB governance policies and practices. The Committee reports the results from these meetings to the Board of Directors. The Committee met fourseven (7) times in 2015.

2017. The Board of Directors has not established a formal nominating committee as the Governance Committee serves in this capacity.  The Board of Directors of MVB does not maintain a separate nominating committee, nor does it have a nominating committee charter, becauseCharter was approved by the Board of Directors January 16, 2018 and a copy of the Charter is relatively small and vacancies are rare. 

Theattached as Exhibit C to this proxy statement.


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

·

Directors should be of the highest ethical character.

·

Directors should have excellent personal and professional reputations in MVB’s market area.


·

Directors should be accomplished in their professions or careers.

Directors should be of the highest ethical character.

·

Directors should be able to read and understand financial statements and either have knowledge of, or the ability and willingness to learn, financial institution law.

Directors should have excellent personal and professional reputations.

·

Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the chief executive officer and the ability to exercise sound business judgment.

Directors should be accomplished in their professions or careers.

·

Directors must be willing and able to expend the time to attend meetings of the Board of Directors of MVB and to serve on Board committees.

Directors should be able to read and understand financial statements and either have knowledge of, or the ability and willingness to learn, financial institution law.

·

The Board of Directors will consider whether a nominee is independent, as legally defined.  In addition, directors should avoid the appearance of any conflict and should be independent of any particular constituency and be able to serve all shareholders of MVB.


·

Directors must be acceptable to MVB’s and the Bank’s regulatory agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation and the West Virginia Division of Financial Institutions and must not be under any legal disability which prevents them from serving on the Board of Directors or participating in the affairs of a financial institution.


·

Directors must own or acquire sufficient capital stock to satisfy the requirements of West Virginia law, the Bylaws of MVB and share ownership guidelines as established by MVB.

Directors should have relevant experience and expertise to evaluate financial data and provide direction and advice to the chief executive officer and the ability to exercise sound business judgment.

·

Directors must be at least 21 years of age.

Directors must be willing and able to expend the time to attend meetings of the Board of Directors of MVB and to serve on Board committees.

The Board of Directors will consider whether a nominee is independent, as legally defined. In addition, directors should avoid the appearance of any conflict and should be independent of any particular constituency and be able to serve all shareholders of MVB.
Directors must be acceptable to MVB's and the Bank's regulatory agencies, including the Federal Reserve Board, the Federal Deposit Insurance Corporation and the West Virginia Division of Financial Institutions and must not be under any legal disability which prevents them from serving on the Board of Directors or participating in the affairs of a financial institution.
Directors must own or acquire sufficient capital stock to satisfy the requirements of West Virginia law, the Bylaws of MVB and share ownership guidelines as established by MVB.
Directors must be at least 21 years of age.

The Board of Directors of MVB 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.


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. Diversity is just one of many factors the Governance Committee considers in the identification and selection of director nominees. We defineThe 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 be 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. In selecting a director nominee, the Governance Committee focuses on skills, expertise or background that would complement the existing board, recognizing that MVB’s businesses and operations are regional in nature. OurThe majority of our directors are or have been residents of our primary markets –- North Central West Virginia, Eastern West Virginia, or Northern Virginia. Our directors come from diverse backgrounds including the financial, industrial, professional, and retail areas and information technology.


The process of the Governance Committee for identifying and evaluating nominees is as follows:follows. In the case of incumbent directors whose terms are set to expire, the Governance 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 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 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,

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has been taken and was sufficient. The Committee also confirms that such directors remain eligible to serve on the Board of Directors of a financial institution under federal and state law. For new director candidates, the Committee uses its network of contacts in MVB’s market area to compile a list of potential candidates. The Committee then meets to discuss each candidate and whether he or she meets the criteria set forth above. The Committee then discusses each candidate’s qualifications and chooses a candidate by majority vote.


The Board of Directors will consider director candidates recommended by stockholders for nomination by the Governance Committee, provided that the recommendations are received at least 120 days before the next annual meeting of shareholders. In addition, the procedures set forth below must be followed by stockholders for submitting nominations for director to the shareholders. 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.


MVB’s Bylaws provide that nominations for election to the Board of Directors must be made by a shareholder in writing delivered or mailed to the presidentPresident not less than 14 days nor more than 50 days prior to the meeting called for the election of directors; provided, however, that if less than 21 days’days notice of the meeting is given to shareholders, the nominations must be mailed or delivered to the president not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. The notice of nomination must contain the following information, to the extent known:

·

Name and address of proposed nominee(s);

·

Principal occupation of nominee(s);


·

Total shares to be voted for each nominee;

Name and address of proposed nominee(s);

·

Name and address of notifying shareholder; and

Principal occupation of nominee(s);

·

Number of shares owned by notifying shareholder.

Total shares to be voted for each nominee;

Name and address of notifying shareholder; and
Number of shares owned by notifying shareholder.


Nominations not made in accordance with these requirements may be disregarded by the chairman of the meeting and in such case the votes cast for each such nominee will likewise be disregarded. All nominees for election at the meeting are incumbent directors or directors of MVB subsidiaries and are included as nominees in this Proxy Statement. No shareholder recommendations or nominations have been made for election at the 20162018 Annual Meeting. A copy of the Charter of the Governance Committee is attached as Exhibit B to this Proxy Statement.


Human Resources& Compensation Committee. Composed of Stephen R. Brooks, James J. Cava, Jr., Gary A. LeDonne (Chair) and Dr. Kelly R. Nelson and Jimmy D. Staton - Chair.Nelson. The purpose of this Committee is to: (i) attend to addressall human resources issues related to staffing,that come before the Board of Directors; (ii) review and set CEO compensation; (iii) conduct an annual CEO performance evaluation and goal setting process; (iv) oversee succession planning, both emergency and future leadership; (v) approve senior management salaries; and (vi) establish the compensation and related policy matters.for the individuals that serve on the Board of Directors. This Committee also is responsible for administration of the Amended 2013 MVB Financial Corp. 2015 Stock Incentive Plan.  CEO Mazza is an ex-officio member of thisall incentive plans. The Human Resources & Compensation Committee and makes suggestions, which the Committee evaluates and, if considered appropriate, acts on.  Mr. Mazza makes no recommendations nor participates in any portion of the meetings relating to his own compensation.  The Committee(the "Compensation Committee") reports the results from these meetings to the Board of Directors. The Compensation Committee met 14fourteen (14) times in 2015. 2017. The Compensation Committee Charter was amended and approved by the Board of Directors on March 20, 2017 and a copy of the Charter is attached as Exhibit B to this proxy statement.


Code of Conduct and Ethics

The MVB Board of Directors has established a Code of Ethics for Senior Financial Officers that applies to our senior executive and financial officers, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions. We also maintain a Code of Conduct that governs all of our directors, officers and employees. A copy of the Code of Ethics for Senior Financial Officers and the Code of Conduct are available on our website at www.mvbbanking.com under Investor Relations. We will promptly disclose any future amendments to these codes on our website, as well as any waivers from these codes for executive officers and directors. Copies of these codes will also be available in print from our Corporate Secretary, without charge, upon request.

Compensation Committee Interlocks and Insider Participation


None of the members of our Human Resources and Compensation Committee are, or have been, an officer or employee of MVB. During 2015,2017, no member of our Human Resources and Compensation Committee had any relationship with MVB requiring disclosure under Item 404 of Regulation S-K. None of our executive officers serves onserve as a board of director or compensation committee member of a company that has an executive officer serving on our Board or Human Resources and Compensation Committee.


COMPENSATION DISCUSSION AND ANALYSIS

Introduction


The following Compensation Discussion and Analysis (“CD&A”) describes the philosophy, objectives, and structure of MVB’s 2017 executive compensation program. This includes discussion and analysis explains MVB’sbackground information regarding the compensation program as it applies to the executive officers named in the Summary Compensation Table on page 16, who we refer collectively to as the “named executive officers.” Each of theCEO, CFO, and other named executive officers (“NEOs”).

This CD&A is compensated by one or more subsidiaries of MVB for services rendered as officers of the subsidiary of MVB, as well as for MVB itself.  This discussion and analysis shouldintended to be read in conjunction with the Summary Compensation Table, itstables and accompanying footnotes and the additional tables and narrative disclosure that followswhich immediately follow this section, which provide further historical compensation information.

The following executive officers constituted MVB’s Named Executive Officers (“NEOs”) in the past fiscal year:
Larry F. MazzaPresident and Chief Executive Officer
Donald T. RobinsonEVP, Chief Financial Officer
H. Edward Dean IIICEO, MVB Mortgage
David A. JonesSVP, Chief Risk Officer
John T. SchirripaEVP, Chief Commercial Lending Officer

Executive Summary Compensation Table. 


Overall, the Board of Directors believes that MVB’s compensation program is effective in aligning the compensation of our executive officers with the long-term interests of our stockholders.MVB shareholders. Incentive compensation programs consist of a blend

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of annual performance and time basedtime-based compensation, and 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. Clawback policies are also imposed on 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.


Business Highlights

The MVB Senior Management Team, working with the Board of Directors, developed the MVB 2018-2020 strategic plan – Reaching New Heights. This plan sets forth the goals, key strategies, and performance targets required to ensure that MVB achieves desired growth by 2020, while maintaining regulatory compliance and client service standards of excellence. Focusing on Reaching New Heightswill not be without challenges from competition to the on-going regulatory mandates MVB must meet. MVB fiscal 2017 highlights include achievement of the following:

Listing on the Nasdaq Capital Market®
Loan Growth of 5% and Deposit Growth of 4.7% for 2017
3% increase in Net Interest Income for 2017

2017 Compensation Objectives

Highlights / Recent Modifications


In 2017, executive pay reflected MVB’s Human Resources &pay and performance alignment, as performance was not as strong as MVB had targeted. Further, to strengthen the pay and performance alignment, the Compensation Committee hasmade several overall decisions regarding compensation in 2017 and in the first quarter of 2018 as described below (the following compensation related decisions are applicable to all NEO’s except for Mr. Dean, who participates in a philosophy on executive compensation.different plan applicable specifically to the mortgage industry):

No base salary increases for 2017
MVB did not provide base salary increases to any NEO in 2017.

No earned annual bonuses in 2017
Because MVB did not achieve its net income target for 2017, all NEOs received zero annual cash incentives, despite achievement versus other corporate and individual objectives. This philosophy expressesis one example of how MVB’s desire to become the employer of choice and to be viewedincentive plans align management interests with corporate performance as a model of best practices for executive compensation.  Our compensation programs are designed to provide competitive compensation and benefits in order to promotewell as the interests of MVBshareholders.

New 2018 Annual Senior Executive Performance Incentive Plan
As disclosed in the Company's Current Report on Form 8-K filed with the SEC in February 2018, the Company has instituted a new annual incentive plan for executives. As part of this disclosure, the Company announced threshold, target, and its stockholders while enabling usmaximum payout opportunities based on position. Addition”ally, all metrics were fully disclosed. For 2018, in addition to attracta Net Income threshold that must be met for any award to vest, there are four equally weighted metrics: Net Interest Margin, Noninterest-bearing Deposit Growth, Efficiency Ratio, and retain top-quality executive talent. The primary objectivesNon-Performing Loans/Total Loans.

New 2018 Long-Term Incentive program
Following a re-evaluation of the compensation policieslong-term incentive plan, the Committee has chosen different equity vehicles for executive officers are to:

2018 awards, including the introduction of time-based and performance-based Restricted Stock Units (“RSU”) awards. The performance-based awards will vest based upon Return on Assets (“ROA”) (50%) and relative Total Shareholder Return (“TSR”) (50%) performance over a three-year period, with vested amounts ranging from 0% to 150% of target, depending on results. The time-vesting RSUs will vest solely based on continued service, following a 5-year cliff vesting schedule.



Components of MVB’s Compensation Program

·





Base Salary

AttractBase pay is used to maintain market competitiveness in attracting and retainretaining top talented executive officers by offeringofficers. Base salaries are reviewed annually, and merit increases are awarded based on performance and in-line with a base salary thatmerit budget. Merit budgets are determined annually based on markets conditions and the success of the Company.

Short-Term IncentivesShort term incentives are tied directly to the Company’s business results as well as individual performance. Awards are paid only when business performance is competitivestrong and by rewarding outstanding individual performance;

goals are met.
Long-Term Incentives
Long-term equity awards incentivize executives to deliver long-term shareholder value, while also providing a retention vehicle for executive talent. In fiscal 2017, MVB granted stock options with a vesting period of five years and a term of ten years to the NEOs.

For fiscal year 2018, MVB implemented a performance and time-based long-term incentive plan in which RSU performance awards vest based upon ROA (50%) and relative TSR (50%) performance over a three-year period and the time-based RSU awards with a 5-year cliff vesting schedule.

Compensation Governance Practices

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

·

What MVB Does

Promote

ü Pay-for-performance philosophy and rewardculture
üComprehensive clawback policy
ü Responsible use of shares under MVB’s long-term incentive program
üEngage an independent compensation consultant
üPerform an annual risk assessment of the achievement of short-term and long-term objectives set by the Board and management without encouraging unnecessary and excessive risk taking by our executive officers; and

compensation programs

·

Align the interests of executive officers with those of our stockholders by making incentive compensation an important aspect of our executive’s compensation.

Say-on-Pay Vote Results


The philosophy incorporates the following four fundamental principles in establishing executive compensation:  (i) MVB’s performance drives the plans, using both short and long-term goals, (ii) the compensation elements of MVB plans comply with appropriate regulations and sound compensation practices; all behavior must be consistent with MVB’s vision, mission and values; (iii) MVB’s executive officers’ salaries should be competitive with those of similar and larger market compensation structures and (iv) the profitability and success of the organization are the key drivers in determining compensation opportunity.  TheCompensation Committee also considers the result of the most recent shareholder advisory vote on executive compensation. At the 20152017 Annual Meeting, 89%94.8% of shareholders of MVB voting at the meeting approved the compensation of the named executive officers.

Administration In light of the high level of approval received in 2017, the conclusion was that no significant changes to compensation policies and practices were immediately warranted. However, MVB nevertheless implemented several improvements to the pay program, including changes to the long-term incentive plan and the peer group (see below), in relation to 2018 compensation practices.


Compensation Philosophy and Objectives

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:

1)Pay for Performance
MVB philosophy is performance-based. The 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 prior to any award made. Those with unacceptable performance are not eligible for incentive awards or merit increases.

2)Sound Compensation Practices
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, mission, and values.

3)Pay Structure
Various positions require different 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 job evaluation process that provides a formal hierarchy of grades and salary ranges, and a means to determine


fairness in job placement within the structure. This pay structure guides us in providing internal equity amongst positions and ensures the maintenance of fairness in compensation practices across divisions of the organization.

4)Market Competitive Compensation
The “market” sets the framework for opportunity and the achievement drives the payout. The intent of the compensation philosophy is to maintain a competitive compensation program and attract and retain top talent across the organization.

5)Profitability Drives the Programs
Profitability and success are the key drivers in determining compensation opportunity. It is the responsibility of senior management to ensure plans provide a positive return to the Company and shareholders, in addition to appropriately rewarding contributions and successful performance.

Establishing Executive Compensation Program

Human Resources &


Role of the Compensation Committee

The Compensation Committee’s process begins with establishing individual and corporate performance objectives by the second quarter of each calendar year. The Compensation Committee Process.engages in an active dialogue with the CEO concerning strategic objectives and performance targets. The Human Resources and Compensation Committee meetsalso reviews the appropriateness of the financial measures used in incentive plans, the degree of difficulty in achieving performance targets, and appropriate risk levels. Corporate performance objectives typically are established based on a targeted return on assets and return on equity, as oftenwell as necessary to perform its dutiesgrowth in earnings per share and responsibilities. individual goals for particular business units within MVB.

The Committee met 14 times during calendar year 2015.  Mr. Staton, Chairman, works with our Chief Executive Officer and Vice President of Human Resources to establish the meeting agenda. The Committee typically meets with the Chief Executive Officer and, when appropriate, with legal counsel.  The Committee also conducts executive sessions without management when necessary.

TheCompensation Committee annually reviews the Human Resources & Compensation Committee Charter and all incentive plans used throughout MVB in all business lines. In this review of the incentive plans, the Compensation Committee makes a determination ofdetermines whether the plans, individually or collectively, encourage excessive risk taking, that each of the plans havehas reasonable limits and caps, and that the overall structure of the incentive plans is aligned with the interests of the stockholders. A copy of the Charter of the Human Resources &shareholders.


The Compensation Committee was attached as Exhibit A to the 2015 Proxy Statement.

The Committee receives and reviews materials in advance of each meeting. These materials include information that management believes will be helpful to the Compensation Committee, as well as materials that the Compensation Committee has specifically requested. Depending on the agenda for the particular meeting, these materials may include:

·

Financial reports on year-to-date performance versus budget and compared to prior year performance;

·

Calculations and reports on levels of achievement of individual and corporate performance objectives;

·

Reports on MVB’s strategic objectives and budget for future periods;

·

Reports on MVB’s year over year performance and current year performance versus a peer group of companies;

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financial reports on year-to-date performance versus budget and compared to prior year performance;
calculations and reports on levels of achievement of individual and corporate performance objectives;

reports on MVB’s strategic objectives

·

Estimated grant date values of stock options (using the Black-Scholes valuation methodology);

·

Tally sheets setting forth the total compensation of the named executive officers, including base salary, cash incentives, equity awards and other compensation and any amounts payable to the executives upon voluntary or involuntary termination, early or normal retirement or following a change in control of MVB;

·

Information regarding compensation programs and compensation levels at study groups of companies identified by  Management or through statistical comparisons compiled by management using third party source information such as SNL Financial Executive Compensation Review; and

·

Publically available independent survey reports related to employee and board-compensation.

Profitabilityreports on MVB’s year over year performance and Risk.  current year performance versus a peer group of companies;

estimated grant date values of stock options (using the Black-Scholes valuation methodology);
total compensation of the named executive officers, including base salary, cash incentives, equity awards and other compensation and any amounts payable to the executives upon voluntary or involuntary termination, early or normal retirement or following a change in control of MVB;
information regarding compensation programs and compensation levels at study groups of companies identified by Management or through statistical comparisons compiled by Management using third party source information such as SNL Financial Executive Compensation Review; and
publicly available independent survey reports related to employee and board compensation.

Role of Management

Management plays a significant role in the compensation setting process. The Human Resources &most significant aspects of management’s role are:

evaluating employee performance;
establishing business performance targets and objectives for individual executives other than the NEOs; and
recommending salary levels and option awards.

The CEO also participates in Compensation Committee meetings when requested to provide:

background information regarding MVB’s strategic objectives;
performance evaluations of Senior Management (other than the CEO); and
compensation recommendations on senior executive officers (other than himself).



Use of Outside Advisors

Pursuant to the authority granted to it in its charter, the Compensation Committee may engage an independent executive compensation consultant. Beginning in May 2017, McLagan, an Aon company, provided 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 2017 and determined that McLagan’s work for the Compensation Committee did not raise any conflicts of interest, taking into account the independence factors set forth in applicable SEC and Nasdaq rules.

Risk Consideration

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 ourthe financial industry inherently requires that MVB take on certain risks –risks: in its lending activities, depository activities, and investing activities, as well as other facets of the organization. Upon due consideration of these items, the Compensation Committee believes that MVB incentive plans are designed in such a way as to encourage executives to take only prudent levels of risk in the pursuit of strong performance on behalf of shareholders. Furthermore, the Compensation Committee believes that MVB’s compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on its business or operations.


Compensation Competitive Analysis

Use of Peer Groups.  Group

The Compensation Committee generally seeks to provide total targeted direct compensation that is competitive and, dependent on Company performance and other factors including size of assets and location. MVB adopts the position that annual compensation for all executive officers should be targeted to be above the 50th 50thpercentile of companies in ourMVB’s peer group(s)group and should provide bonuses based on performance metrics established at the discretion of the Human Resources and Compensation Committee.

In March 2015, the Committee engaged a compensation consultant, Pearl Meyer & Partners, LLC (“PM&P”), to review the competitive positioning of the executives’ compensation compared to external markets; provide a market-based framework or peer group for review; and propose potential changes to the current compensation structure for the 2016 fiscal year.   The Committee has determined that PM&P is independent and that there are no conflicts of interest with respect to their work.  PM&P did not perform any other services for MVB or any affiliate.  Total compensation paid to PM&P for the services described herein was less than $65,000.  The consulting firm examined base compensation, annual and long term incentive opportunities and future equity programs.

PM&P completed two analyses targeting banks with assets of at least $1.1 billion, “Smaller Asset Size” and at least $2.7 billion, “Larger Asset Size”. 

The “Smaller Asset Size” peer group was comprised of the following 17 companies:

, I

C&F Financial Corporation

Premier Financial Bancorp., Inc.

Penns Woods Bancorp, Inc.

Middleburg Financial Corporation

Republic First Bancorp, Inc.

Codorus Valley Bancorp, Inc.

Orrstown Financial Services

National Bankshares, Inc.

Farmers National Banc Corp.

LCNB Corp.

Shore Bancshares, Inc.

ACNB Corporation

AmeriServ Financial, Inc.

Monarch Financial Holdings, Inc.

Access National Corporation

Peoples Bancorp of North Carolina, Inc.

Southern First Bancshares, Inc.

The “Larger Asset Size” peer group consisted of these organizations: 

Cardinal Financial Corporation

MainSource Financial Group, Inc.

Fidelity Southern Corporation

Metro Bancorp, Inc.

TriState Capital Holdings, Inc.

Peoples Bancorp Corporation

Stock Yards Bancorp, Inc.

Independent Bank Corporation (MI)

Bryn Mawr Bank Corp.

Univest Corporation of PA

PM&P provided conclusions regarding the overall competitiveness and reasonableness of total compensation paid to executive officers. Actual total cash compensation for the Executive team was near the 75th percentile of the Smaller Asset Size reference group and the 50th percentile of the Larger Asset Size group. 

PM&P recommended that MVB maintain all executive base salaries; keep the annual incentive as a “stretch” plan,

10

adding qualitative measures to reward key milestones; and once MVB is public, provide full-value equity awards such as time-based restricted stock or performance vesting awards.

MVB’s talent acquisition strategy focuses on attracting and retaining executives with the experience and skills necessary to grow the organization. MVB executives have generally come from larger metropolitan areas and/or institutions that are significantly larger than the Company.MVB. In executing talent strategy, it is necessary to provide a base salary that exceeds the median of banks that are comparable to the Company’sMVB’s current asset size. Other elements of compensation are adjusted to recognize that base salaries are competitive.  For example, our executives only receive an incentive


2017 Peer Group

Based on a prior analysis conducted by Pearl Meyer & Partners, LLC, MVB used the following targeted banks as their peer group for performance that exceeds our budgeted net income.  PM&P concluded that the executive compensation of MVB is reasonable under the circumstances.

Management’s Role in the Compensation-Setting Process. Management plays a significant role in the compensation setting process. The most significant aspects of management’s role are:

2017:

·

Cardinal Financial Corporation

Evaluating employee performance;

MainSource Financial Group, Inc.		Fidelity Southern Corporation
Stock Yards Bancorp, Inc.TriState Capital Holdings, Inc.Peoples Bancorp, Inc.
Univest Corporation of PAIndependent Bank Corporation (MI)Bryn Mawr Bank Corp.


2018 Peer Group

Based on the McLagan analysis, MVB has determined to use the following targeted banks as their peer group for 2018:

·

Bryn Mawr Bank Corp.

Establishing business performance targets and objectives for individual executives other than the named executive officers; and

Peoples Bancorp Inc.		Stock Yards Bancorp Inc.
Financial Institutions Inc.Peapack-Gladstone FinancialC&F Financial Corp.
Xenith Bankshares Inc.CNB Financial Corp.Arrow Financial Corp.
Farmers National Banc Corp.WashingtonFirst Bankshares Inc.Carolina Financial Corp.
Peoples Financial ServicesAccess National Corp.Chemung Financial Corp.
Codorus Valley Bancorp Inc.American National BanksharesPremier Financial Bancorp Inc.
Southern First Bancshares Inc.Penns Woods Bancorp Inc.First United Corp.
LCNB Corp.Howard Bancorp Inc.Unity Bancorp Inc.
Evans Bancorp Inc.First South Bancorp Inc.Citizens Financial Services
Kentucky Bancshares Inc.SB Financial Group Inc.Entegra Financial

·

Recommending salary levels and option awards.


The Chief Executive Officer also participates in Human Resources &

With McLagan’s assistance, the Compensation Committee meetings athas reconfigured the Committee’s request to provide:

·

Background information regarding MVB’s strategic objectives;

peer group for fiscal 2018 compensation decisions. This new peer group consists of publicly traded banks that generally had assets between $750 million and $4 billion, revenues between $40 million and $200 million, 5-year Compound Annual Growth Rate greater than 5% (exception made for First United Corp), Return on Average Assets greater than 0% and consumer loans greater than 10% of loan portfolio.

·

Performance evaluations of senior management (other than the Chief Executive officer); and


·

Compensation recommendations on senior executive officers (other than himself).

Annual Evaluation. The Human Resources & Compensation Committee meets each year to evaluate the performance of the named executive officers, to set their base salaries for the next calendar year, and to consider and approve any grants to them of equity incentive compensation.

The Human Resources & Compensation Committee’s process begins with establishing individual and corporate performance objectives by the second quarter of each calendar year. The Committee engages in an active dialogue with the Chief Executive Officer concerning strategic objectives and performance targets. The Committee also reviews the appropriateness of the financial measures used in incentive plans and the degree of difficulty in achieving specific performance targets. Corporate performance objectives typically are established on the basis of a targeted return on assets and return on equity, as well as growth in earnings per share and individual goals for particular business units within MVB.

The Human Resources and Compensation Committee also considered the most recent advisory vote on executive compensation, which overwhelmingly approved the compensation of our named executive officers, and whether such compensation continues to achieve the objective of appropriately rewarding our named executive officers. In light of the high level of approval that we received in 2015, we concluded that no significant changes to our compensation policies and practices were warranted

Components of Executive Compensation


The principal components of ourMVB’s executive compensation program are:

·

Base salary;

·

Annual cash incentive awards; and

Base salary;

·

Long-term incentives.

Annual cash incentive awards and

Long-term incentives.

In addition to these principal components, ourMVB’s compensation program also includes employment contracts, change in control agreements, a bank owned life insurance program, and other perquisites and benefits, each of which are discussed in this Compensation Discussion & Analysis with respect to the named executive officers.

NEOs.

11


Base Salary

Annual Compensation

MVB’s executive officers receive two forms of annual compensation: base salary and annual cash incentive awards. The levels of base salary and annual incentive awards for executive officers are established annually under a program intended to maintain parity with the competitive market for executives in comparable positions.

The annual compensation program is intended to target MVB performance, both in terms of the attainment of short-term and long-term goals, and to consider principally return on equity, growth in earnings per share, and return on assets.

Base Salary.Base salary is a criticalkey element of executive compensation because it provides executives with a base level of monthly income. In determining base salaries, our Human Resources &the Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive, the executive’s past performance, competitive salary practices at companies in the peer groups, internal pay equity and the tax deductibility of base salary.

See


The table below sets forth the Summary Compensation Table on page 16 for more information about the 2015annual base salaries of MVB’s named executive officers.

for MVB NEOs for fiscal years 2016 & 2017:

Executive
2016
Base Salary
2017
Base Salary
% Change
Larry F. Mazza$625,000
$625,000
0.0%
Donald T. Robinson$350,000
$350,000
0.0%
H. Edward Dean III$500,000
$500,000
0.0%
John T. Schirripa$265,000
$265,000
0.0%
David A. Jones$250,000
$250,000
0.0%

Annual Cash Incentive Awards.

Annual incentive awards inare an important part of MVB’s overall executive compensation program. The purpose of the form of annual cash bonuses, are made eligible for our named executive officers under the Annual Senior Executive Performance Incentive Plan which(the “Plan”) for MVB is attached as Exhibit C, to this proxy statement.  The Human Resources & Compensation Committee approves awards, termspromote the interests of MVB and conditionsits shareholders by:

Attracting and retaining executives of eachoutstanding ability;
Paying for performance in areas that drive short-term performance and long-term shareholder value creation;
Enabling such award as well asindividuals to participate in the performance goals to be achieved in each calendar year by the participants.  The Committee believes that annual cash incentive awards for our executives, which are the variablegrowth and at-risk portionfinancial success of annual compensation, should be generally targeted at a maximumMVB;


Designing with awareness of 100% of base salary for the Chief Executive Officerregulatory and a somewhat lesser percentage for our other executive officers.  (See “Approval of Annual Executive Performance Incentive Plan” on page 25 of this Proxy Statement for additional information about the Incentive Plan)

Eligibility forinstitutional investor guidelines, rules, and best practices.


2017 Annual Incentive Awards. In general,Plan (“AIP”)

The AIP has been designed using industry best practices aligned with MVB’s strategic planning and performance benchmark targets. There are several components to the design with different criteria and weightings applied to ensure the goals are challenging yet achievable and that it is an effective incentive to garner high performance in all areas of MVB operations.

Key Criteria for Incentive Payout Activation

The following thresholds must be satisfied for an executive to be eligible to receive an annual incentive award: (i) the net income goalare set criteria that must be met and/fully for incentive payouts to be made:

Net Income Performance - No payout to any Named Executive will be made unless MVB’s annually established Net Income goal target is met or exceeded; (ii)exceeded. Amounts in excess of the executive must receive a “meets or exceeds expectations” performance rating; (iii)Net Income goal are split between the executive must complete a minimumCompany and the Plan participants, with 60% of 40 hoursNet Income of industry or job-specific education.

Performance Rating. The Chief Executive Officer annually rates the performancegoal being retained by the Company and 40% of eachthe Net Income of our other namedthe goal being used as the basis for determining potential AIP awards to the executive officers and assigns aother incentive plans at MVB.


Corporate Performance - If the Net Income goal is achieved, the committee evaluates variously weighted corporate performance ratingmetrics to the executives based on the executive’s performance during the fiscal year. The Chair of the Human Resources & Compensation Committee evaluates the performance of our Chief Executive Officer and assesses his performanceestablish final bonuses for the year.NEOs.


Net Income Goal.Goal

MVB’s overall corporate goal is the net incomeNet Income goal for a given fiscal year. The Compensation Committee sets target performance measures based in part upon management’s confidential business plan and budget. The Human Resources & Compensation Committee setsNet Income target value will be established as part of the net incomeannual strategic planning and performance benchmark activity. The MVB Board of Directors gives final approval to the pending year’s Net Income goal, at awhich becomes the Net Income target level deemed appropriategoal for the Plan. Additionally, the Net Income goal for the calendar year may be further adjusted to reflect extraordinary events or circumstances affecting MVB or its business.

MVB’s 2017 Net Income goal was the basis for determining the overall incentive payout levels based on the recommendation fromfollowing scale:
Performance Level Against Net Income GoalPayout as Percent (%) of Target Incentive Opportunity
100%0%
125%25%
150%50%
200%100%

As shown in the Chief Executive Officer, industry expectation, marketabove table, reaching 100% or falling short of the Net Income goal will result in no incentive payout for any Named Executive.

Corporate Performance Rating

A set of performance measurements, beyond the Net Income goal, is used in the Plan. Each NEO will have a series of selected performance metrics designated as part of his or her performance criteria to reach or exceed during the year. These metrics are based on MVB’s consolidated company performance: MVB, MVB Bank Inc. and MVB Mortgage. For each such performance metric, a weight will be assigned to equal 100% across the total metrics determined for the NEO. The following metrics and targets were set for 2017:
Metric2017 TargetActual 2017 Results
Net Interest Margin3.15%
3.27%
Total Core Deposits$1,188,000,000
$1,124,000,000
Efficiency Ratio80%
83%
Non-Performing Loans0.75%
0.88%


Fiscal 2017 Target Cash Bonus Opportunities and Earned Bonuses

As in prior years, the target annual cash bonus opportunities budget and other factorsfor MVB’s NEOs were generally expressed as a percentage of their respective base salaries. At the beginning of fiscal 2017, the Committee believes are relevant. For 2015,decided to maintain the percentages for incumbent NEOs’ target bonus opportunities. Due to the Company met and exceedednot achieving or exceeding the net incomeNet Income goal, and thus the formula yielded an incentive award for each named executive, payable in 2016.  No incentive awardsno annual bonuses were paid to executives in fiscal2017.

2018 Annual Incentive Plan

In February 2018, the Company announced a new Senior Executive Performance Incentive Plan which provides executives with annual cash incentive opportunities for 2018 performance. The ability to earn any award is contingent on the Company achieving a consolidated Net Income goal. The Net Income goal for the plan year 2015.  Larry Mazza,is equal to the Chief Executive Officer, waived participationactual Net Income achieved in the Annual Cash Incentive Award Plan for 2015, so that additional funds wouldprior year. In addition, in 2018, an executive also must attain an individual performance evaluation rating of at least “meets expectations” to be available for other executive officers and employeeseligible to earn cash incentives.

Four goals were set, with equal weighting, all based on only MVB Bank Inc. performance:
2018 MetricsWeightingThresholdTargetMaximum
Net Interest Margin25%3.28%3.30%3.39%
Noninterest Bearing Deposit Growth25%$145,000,000$148,000,000$162,800,000
Efficiency Ratio25%62.5%61.7%58.5%
Non-Performing Loans/Total Loans25%0.80%0.75%0.60%

Executives will have target bonus opportunities, as a percentage of MVB.

Payment of Annual Incentive Awards. Annual incentive awards for each named executive officer are calculated by multiplying the weight assignedbase salary, ranging from 25% to a performance target by the target incentive award for the executive. The resulting product is then multiplied by the actual results achieved for that performance target. Management does this for each performance target,50%, with the sumopportunity to earn 85% to 150% of all performance targets for a named executive officer generally being the annual incentive award for the executive and recommended to the Human Resources and Compensation Committee. 

that amount based on performance.


Long-Term Incentive Compensation


MVB’s Human Resources & Compensation Committee believes that long-term incentive compensation is an important component of ourthe compensation program because it has the effect of retaining and motivating executives, aligning executives’ financial interests with the interests of stockholders,shareholders, and rewarding the achievement of MVB’s long-term strategic goals.

12


2017 Grants

TheEligibility for an annual equity award and the size of the award is based on the discretion of executive management and the Board of Directors believes thatbased on individual performance and meeting corporate performance measures. In 2017, the 2015 Stock Incentive Plan (previously approved as the Amended 2013 Stock Incentive Plan) benefits MVB by (i) assisting in recruiting and retaining the services of individualsCompensation Committee granted stock options to MVB’s executive officers to align their interests directly with ability and initiative, (ii) providing greater incentive for directors and employees, and (iii) associating the interests of directors and employeesshareholders. All but Mr. Dean’s stock option grants have a five-year vesting period with thosean expiration life span of MVB and its shareholders through opportunities for increased stock ownership.

Stock options provide MVB’s executive officersten years. Mr. Dean’s grant has a four-year vesting period with a ten-year expiration date.


In 2017, with the opportunity to purchase and maintain an equity interest inexception of Mr. Dean, MVB’s NEOs received the Company and to share the appreciationfollowing grants based on 2016 performance:
ExecutiveStock Options (#)
Larry F. Mazza50,000
Donald T. Robinson25,000
H. Edward Dean III102,000
John T. Schirripa25,000
David A. Jones15,000
2018 Long-Term Incentive Plan Redesign

Following a re-evaluation of the value oflong-term incentive plan, the stock.  The Committee receives recommendations from the Chief Executive Officer for executives and provides overall expense calculations for such awards.

The Human Resources & Compensation Committee consistinghas chosen different equity vehicles for 2018 awards, including the introduction of outside directors, administers the 2015 Stock Incentive Plan.time-based and performance-based RSU awards. The Committee may delegate its authority to administer the 2015 Stock Incentive Plan to an officer of MVB. The Committee may not delegate its authority with respect to individuals who are subject to Section 16 of the Securities Exchange Act of 1934, however. As used in this summary, the term “Administrator” means the Human Resources & Compensation Committee and any delegate, as appropriate.

Employees and directors of MVB and its affiliates are eligible to participate in the 2015 Stock Incentive Plan. The Administrator may, from time to time, grant stock options to executive new hires, promotions, annual grants and director grants to eligible Participants.  Equity grants of 2,000 shares or greater must be reviewed and approved by both the CEO and the Administrator.  In 2015, with shareholder approval, restricted stock and restricted stock units were added to the 2015 Stock Incentive Plan.

Employees and directors of MVB and its affiliates are eligible to participate in the 2015 Stock Incentive Plan. The Administrator may, from time to time, grant stock options to executive new hires, promotions, annual grants and director grants to eligible Participants.  Equity grants of 2,000 – 9,999 shares must be reviewed and approved by both the CEO and the Administrator; participants receiving 10,000 shares or greater must have approval of the Board of Directors. 

Options granted under the 2015 Stock Incentive Plan may be incentive stock options or nonqualified stock options. A stock option entitles the participant to purchase shares of Common Stock from MVB at the option price. The option price will be fixed by the Administrator at the time the option is granted, but in the case of an incentive stock option, the price cannot be less than the shares’ fair market value on the date of grant. The option price may be paid in cash, or, with the Administrator’s consent, with shares of Common Stock or a combination of cash and Common Stock.

Participants may also be awarded shares of Common Stock pursuant to a stock award. The Administrator, in its discretion, may prescribe that a participant’s right in a stock award shall be nontransferable or forfeitable or both unless certain conditions are satisfied. These conditions may include, for example, a requirement that the participant continue employment with MVB for a specified period or that MVB or the participant achieves stated objectives.

The 2015 Stock Incentive Plan provides that outstanding options will become exercisable and outstanding stockperformance-based awards will bevest based upon ROA (50%) and relative TSR (50%) performance over a three-year period, with vested uponamounts ranging from 0% to 150% of target, depending on results. The time-vesting RSUs will vest solely based on continued service, following a change in control.

All5-year cliff vesting schedule.



Additional Compensation Practices and Policies

Recoupment (“Clawback”) Policy

MVB has adopted a clawback policy for all compensation awards, made underso that awards or payments are adjusted or recovered if the 2015 Stock Incentive Plan will be evidenced by written agreements between MVB andperformance measures supporting such an award are subsequently restated or otherwise adjusted to levels which do not support the participant. The Administrator will establish guidelines supplementing the provisions of the Incentive Plan to aid in the selection of Participants and to determine the amounts, timing, and other terms of awards.

A maximum of 2,200,000 shares of Common Stock (as amended to reflect the stock split in the form of a stock dividend approved by the shareholders of MVB in 2014), including shares subject to options issued under the predecessors to the 2015 Stock Incentive Plan, may be issued upon the exercise of options and stock awards. These limitations will be adjusted, as the Administrator determines is appropriate, in the event of a change in the number of outstanding shares of Common Stock by reason of a stock dividend, stock split, combination, reclassification, recapitalizationaward or other similar events. The terms of outstanding awards also may be adjusted by the Administrator to reflect such changes.

No option or stock award may be granted under the 2015 Stock Incentive Plan after May 20, 2023. The Board of Directors may, without further action by shareholders, terminate or suspend the 2015 Stock Incentive Plan in whole or in part. The Board of Directors also may amend the 2015 Stock Incentive Plan except that no amendment that increases the number of shares of Common Stock that may be issued under the 2015 Stock Incentive Plan or changes the class of individuals who may be selected to participate in the 2015 Stock Incentive Plan will become effective until it is approved by shareholders.

payment.

13


Perquisites and Other Benefits


Executive officers participate in other employee benefit plans generally available to all employees on the same terms as similarly situated employees. These plans include medical, dental, group life insurance, and group disability programs, as well as health savings accounts for reimbursement of medical expenses. The Human Resources & Compensation Committee has directed that MVB disclose all perquisites provided to the named executive officers in the Summary Compensation Table on page 16 even if the perquisites fall below the disclosure thresholds under the SEC rules.


Bank-Owned Life Insurance Program


In 1999, MVB implemented a bank-owned life insurance program which was primarily designed to offset the cost of certain employee benefit plans. The policies purchased are primarily general and hybrid. It is MVB’s intention to hold the insurance until the ultimate death of each insured. MVB addressed insurable interest requirements by offering the program only to officers, required their written consent to participate in the program, and irrevocably assigned a set death benefit for each insured to be paid to the insured’s beneficiary upon the death of the insured directly from MVB’s general accounts.


Specifically, the program insures approximately 39 current or former officers, at the level of vice president or higher.higher, and two current directors. Each officer has consented to participate in the program. Each officer has also been irrevocably assigned a set death benefit in the policy proceeds on the employee’s life which is payable to the insured’s designated beneficiary upon the death of the insured. On average, the death benefit payable to MVB as a multiple of salary is approximately 5.5 times annual salary. All of the named executive officers, have such policies for the primary benefit of MVB against their lives, and only if such policies remain in force by MVB until their death, the Company would be the above-noted set supplemental benefitprimary beneficiary.

Retirement 401(K) Plan

MVB maintains a defined contribution 401(k) retirement savings plan for all employees over the age of 21 years old. The 401(k) plan provides that each participant may contribute up to 100% of his or her pre-tax compensation or after-tax (Roth) deferral contribution amounts; up to a statutory limit of $18,500. Participants who are at least 50 years old are also entitled to make “catch-up” contributions, which may be paidup to an additional $6,000.

MVB matches 50% up to 5% of the participant’s total compensation on a per pay basis, subject to IRS limitations. Full-time employees and certain part-time Team Members are eligible to participate upon the first month following their beneficiaries.

first day of employment or having attained age 21, whichever is later. Under MVB’s 401(k) plan, each employee is fully vested in his or her deferred salary contributions. Employer contributions vest as per the 401(k) plan document. Employee and employer contributions are held and invested by the plan’s trustee.


Employment Contracts


MVB and its subsidiaries provide certain executive officers, including our named executive officers with written employment contracts in order to secure the services of key talent within the highly competitive financial services industry. TheseWith the exception of Mr. Dean, these contracts are generally the same and are reviewed and updated annually if necessary. The non-competition provisions in the agreements are intended to protect MVB from competitive disadvantage if one of MVB’s named executive officers leaves MVB to work for a competitor.


The contracts provide for discharge for cause and terminate in the event of the death of the employee. If terminated by reason of the death of the employee, employee shall be paid when due and in accordance with MVB’s normal payroll practices and relevant policies. If terminated without cause, the employee is entitled to a severance payment equal to a set number of months of the employee’s base salary.


Although the employment contracts for each executive officer contain termination provisions which would permit salary continuation under certain circumstances in the event the contracts are terminated by MVB, the Change in Control Agreements, described in athe succeeding section, contain provisions that, if the employee so elects, supersede and replace the termination benefits under an employee’s employment contract in the event of a termination or severance of such an executive officer’s employment subsequent


to a change in control. Thus, the employee can elect a termination payment only under one form of benefit, either under the employment contract or the Change in Control Agreement, and if the employee elects a benefit under the Change in Control Agreement, no termination benefit is payable under the employee’s employment agreement.


The employment agreements with named executive officersNEOs are described in greater detail below under, “Employment Agreements and Change in Control.”


Change in Control Agreements


MVB believes that Change in Control Agreements provide security for its employees and minimize distraction of employees in the event of a significant merger and acquisition scenario, allowing them to remain objective and focused on maximizing shareholder value. The Change in Control Agreements are reviewed and updated annually.


The Change in Control Agreements set forth certain terms and conditions upon the occurrence of a “change in control event.” Absent a “change in control event”,event,” the Change in Control Agreements do not require MVB to retain the employees in its employ or to pay any specified level of compensation or benefits.

14


Either party may deemAfter a Change in Control (as defined below) when also accompanied by an involuntary termination orof employment without cause ormay occur under either of the following circumstances:

i.

A material diminution of the employee’s authority, duties or responsibilities, or

ii.

A change in the geographic location at which the employee must perform the services rendered hereunder which is more than fifty (50) miles from the employee’s then current location.


a material diminution of the employee’s authority, duties, or responsibilities, or
a change in the geographic location at which the employee must perform the services rendered hereunder which is more than fifty (50) miles from the employee’s then current location.

In such event, the employee would be entitled to a severance payment equal to a set number of months of the employee’s base salary.

A “Change of Control” means either: (i) the acquisition, directly or indirectly, by any person, group of persons, or other organization of units at MVB, which, when added to any other units the beneficial ownership of which is held by such acquirer(s), shall result in ownership by any person(s), group of persons, or other organization, of greater than 50% of such units; or (ii) the occurrence of any merger, consolidation, exchange or reorganization to which MVB is a party and to which MVB (or any entity controlled thereby) is not a surviving entity, or the sale of all or substantially all of the assets of MVB. Provided, however, no Change of Control shall have occurred if, with respect to (i) or (ii) above, the acquirer, surviving entity or owner of the assets is MVB or one of its subsidiaries or affiliates.


Compensation Committee Report


The Human Resources & Compensation Committee of MVB has reviewed and discussed the foregoing Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with managementManagement and, based on such review and discussion, the Human Resources and Compensation Committee recommended to the Board, and the Board has approved, that the Compensation Discussion and Analysis be included in this Proxy Statement.

THE HUMAN RESOURCES AND COMPENSATION COMMITTEE

Jimmy D. Staton,


Submitted by the Compensation Committee:
Gary A. LeDonne, Chairman

Stephen R. Brooks

James J. Cava, Jr.

Stephen R. Brooks
Dr. Kelly R. Nelson


15



Executive Compensation


The following information is prepared based on positions as of December 31, 2015.2017. In 2015,2017, compensation was paid to the employees by MVB or MVB Bank, unless otherwise noted. The following table summarizes compensation paid to executive officers and other highly paid individuals for the periods indicated.

SUMMARY COMPENSATION TABLE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name and Principal Position

 

 

Year

 

 

Salary
($)(1)

 

 

 

Bonus
($)(2)

 

 

Option Awards
($)(3)

 

 

Change in
actuarial present value
of MVB defined benefit
pension plan (4)

 

 

All Other
Compensation
($) (5)

 

 

Total
($)

 

Larry F. Mazza

President & CEO, MVB

Financial Corp. and CEO, MVB Bank, Inc.

 

 

2015

 

 

$

643,000 

 

 

 

None

 

 

 

None

 

 

$

11,262 

 

 

$

38,518 

 

 

$

692,780 

 

  

  

2014

  

  

$

629,189 

  

  

 

None

  

  

$

313,200 

  

  

$

84,824 

  

  

$

32,733 

  

  

$

1,059,946 

 

 

 

2013

 

 

$

531,453 

 

 

$

103,312 

 

 

$

43,000 

 

 

$

18,137 

 

 

$

26,957 

 

 

$

722,859 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bret S. Price

 SVP & CFO, MVB Financial Corp.

 and MVB Bank, Inc.

 

2015

 

 

$

247,250 

 

 

$

10,000 

 

 

 

None

 

 

 

None

 

 

 

3,199 

 

 

 

260,449 

 

 

2014

 

 

$

262,534 

 

 

$

15,000 

 

 

 

None

 

 

 

None

 

 

$

3,275 

 

 

$

280,809 

 

 

2013

 

 

$

24,124 

 

 

 

None

 

 

$

23,600 

 

 

 

None

 

 

 

None

 

 

$

47,724 

 

Donald T. Robinson

EVP, Chief Operating Officer,

 MVB Financial and President,

 MVB Bank, Inc.

 

2015

 

 

$

362,250 

 

 

$

20,000 

 

 

 

None

 

 

$

2,938 

 

 

$

9,617 

 

 

$

394,805 

 

 

2014

 

 

$

339,453 

 

 

 

None

 

 

 

None

 

 

$

28,144 

 

 

$

7,500 

 

 

$

375,097 

 

 

2013

 

 

$

244,592 

 

 

$

30,062 

 

 

$

130,900 

 

 

$

8,360 

 

 

$

5,712 

 

 

$

419,626 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

H. Edward Dean, III

President & CEO, MVB Mortgage

* compensation paid by MVB Mortgage

 

 

2015

 

 

$

1,468,582 

 

 

 

None

 

 

$

4,920 

 

 

$

5,728 

 

 

$

19,135 

 

 

$

1,498,365 

 

 

2014

 

 

$

1,773,934 

 

 

 

None

 

 

$

7,830 

 

 

$

15,946 

 

 

$

17,435 

 

 

$

1,815,145 

 

 

2013

 

 

$

1,670,066 

 

 

 

None

 

 

$

23,600 

 

 

$

13,353 

 

 

$

18,329 

 

 

$

1,725,348 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

L. Randall Cober

 

 

2015

 

 

$

500,250 

 

 

 

None

 

 

 

None

 

 

$

5,176 

 

 

$

10,584 

 

 

$

516,010 

 

EVP, MVB Insurance

 

 

2014

 

 

$

501,584 

 

 

 

None

 

 

 

None

 

 

$

62,714 

 

 

$

11,534 

 

 

$

575,832 

 

* compensation paid by MVB Insurance

 

 

2013

 

 

$

295,145 

 

 

 

None

 

 

$

159,200 

 

 

 

None

 

 

$

0 

 

 

$

454,345 

 


(1)

This figure includes salary, plus commission, plus vehicle allowance.

(2)

“None” indicates that no bonuses were paid in the fiscal year 2015 for 2014 performance.

SUMMARY COMPENSATION TABLE

Name and Principal Position Year 
Salary ($)1
 
Bonus ($)2
 
Option Awards ($)3
 Change in actuarial present value of MVB defined benefit pension plan ($) 
All Other
Compensation ($)4
 Total ($)
Larry F. Mazza
President & CEO, MVB
Financial Corp. and MVB Bank, Inc.		 2017 $643,250
 $—
 $160,000
 $50,652
 $52,075
 $905,977
 2016 $644,000
 $200,000
 $243,000
 $25,632
 $52,193
 $1,164,825
2015 $643,000
 $—
 $—
 $11,262
 $38,518
 $692,780
Donald T. Robinson
EVP, Chief Financial Officer,
MVB Financial Corp.		 2017 $374,187
 $—
 $80,000
 $9,762
 $9,939
 $473,888
 2016 $365,250
 $175,000
 $451,450
 $2,874
 $9,517
 $1,004,091
2015 $362,250
 $20,000
 $—
 $2,938
 $9,617
 $394,805
H. Edward Dean, III
President & CEO, MVB Mortgage.
* compensation paid by MVB Mortgage		 2017 $996,176
 $620,497
 $528,400
 $7,914
 $28,960
 $2,181,947
 2016 $1,675,753
 $1,260,928
 $24,300
 $8,835
 $25,818
 $2,995,634
2015 $1,468,582
 $—
 $4,920
 $5,728
 $19,135
 $1,498,365
David A. Jones
SVP, Chief Risk Officer, MVB Financial Corp. and MVB		 2017 $250,000
 $—
 $48,000
 $26,882
 $8,170
 $333,052
 2016 $237,501
 $25,000
 $12,150
 $13,241
 $6,813
 $294,705
 2015 $214,865
 $10,000
 $—
 $5,095
 $5,961
 $235,921
John T. Schirripa
EVP, Chief Commercial Lending Officer, Regional President – West Virginia, MVB Bank, Inc.		 2017 $265,000
 $—
 $80,000
 $19,195
 $5,905
 $370,100
 2016 $261,961
 $100,000
 $121,500
 $9,614
 $5,400
 $498,475
 2015 $244,865
 $50,000
 $—
 $7,741
 $5,407
 $308,013

(3)

This figure is calculated using the Black Scholes value at the time of the grant.

1 This figure includes salary, commission, and vehicle allowance.

(4)

Mr. Price is not eligible to participate in the pension plan.

2 "$0/$-" indicates that no bonuses were paid in the fiscal year 2018 for 2017 performance, 2017 for 2016 performance and 2016 for 2015 performance. The $620,497 and $1,260,928 represent Dean's earn-out bonuses, calculated on 2017 and 2016 performances of MVB Mortgage.

(5)

This figure includes director fees of $26,825, $9,775 and $1,200 for Messrs. Mazza and Dean and Cober, respectively for 2015, $22,525, $300, $8,325 and $1,200 for Messrs. Mazza, Robinson and Dean and Cober, respectively for 2014 and $17,825 and $9,100 for Messrs. Mazza and Dean, respectively for 2013.

3 This figure is calculated using the Black-Scholes value at the time of the grant.

4 This figure includes director fees of $38,300 and $19,600 for Messrs. Mazza and Dean for 2017, $40,383.33 and $16,458.33 for 2016, and $26,825 and $9,775 for 2015, as well as education fees of $1,824, $375, and $495 for Messrs. Mazza, Robinson, and Jones for 2017.

Based upon recommendations from the MVB Human Resources & Compensation Committee, MVB does, from time to time, provide Stock Awards, Non-Equity Incentive Plan Compensation and Non-Qualified Deferred Compensation Earnings to its officers or directors.

GRANTS OF PLAN-BASED AWARDS TABLE

 

 

 

 

Estimated future payouts
under non-equity incentive
awards

 

Estimated future payouts
under equity incentive
plan awards

 

All other stock awards: number of shares of stock or units (#)

 

All other option awards: number of securities underlying options (#)

 

Exercise or base price of option awards ($/sh)

 

Grant date fair value of stock and option awards

Name

 

Grant Date

 

Threshold
($)

 

Target
($)

 

Maximum
($)

 

Threshold
(#)

 

Target
(#)

 

Maximum
(#)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Larry F. Mazza

 

2/1/2014

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

120,000 

 

16.00 

 

313,200 

 

 

1/1/2013

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

50,000 

 

12.00 

 

43,000 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bret S. Price

 

11/18/2013

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

5,000 

 

16.00 

 

6,750 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donald T. Robinson

 

12/31/2013

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

50,000 

 

16.00 

 

78,000 

 

 

1/1/2013

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

15,000 

 

12.00 

 

12,900 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

H. Edward Dean, III

 

3/2/2015

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

2,000 

 

13.50 

 

4,920 

 

 

2/21/2014

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

3,000 

 

16.00 

 

7,830 

 

 

1/1/2013

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

10,000 

 

12.00 

 

8,600 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

L. Randall Cober

 

5/22/2013

 

-

 

-

 

-

 

-

 

-

 

-

 

-

 

80,000 

 

13.50 

 

159,200 


16



GRANTS OF PLAN-BASED AWARDS TABLE

    Estimated future payouts
under non-equity incentive
awards		 Estimated future payouts
under equity incentive
plan awards		 All other stock awards: number of shares of stock or units (#) All other option awards: number of securities underlying options
(#)		 Exercise or base price of option awards
($/sh)		 Grant date fair value of stock and option awards
($)
Name Grant Date Threshold
($)		 Target
($)		 Maximum
($)		 Threshold
(#)		 Target
(#)		 Maximum
(#)		    
Larry F. Mazza 03/21/17 —
 —
 —
 —
 —
 —
 —
 50,000
 12.85
 160,000
 02/03/16 —
 —
 —
 —
 —
 —
 —
 100,000
 12.50
 243,000
Donald T. Robinson 03/21/17 —
 —
 —
 —
 —
 —
 —
 25,000
 12.85
 80,000
 09/21/16 —
 —
 —
 —
 —
 —
 —
 100,000
 13.25
 415,000
 02/03/16 —
 —
 —
 —
 —
 —
 —
 15,000
 12.50
 36,450
H. Edward Dean, III 11/07/17 —
 —
 —
 —
 —
 —
 —
 100,000
 18.26
 522,000
 03/21/17 —
 —
 —
 —
 —
 —
 —
 2,000
 12.85
 6,400
 02/03/16 —
 —
 —
 —
 —
 —
 —
 10,000
 12.50
 24,300
 03/02/15 —
 —
 —
 —
 —
 —
 —
 2,000
 13.50
 4,920
David A. Jones 03/21/17 —
 —
 —
 —
 —
 —
 —
 15,000
 12.85
 48,000
 02/03/16 —
 —
 —
 —
 —
 —
 —
 5,000
 12.50
 12,150
John T. Schirripa 03/21/17 —
 —
 —
 —
 —
 —
 —
 25,000
 12.85
 80,000
 02/03/16 —
 —
 —
 —
 —
 —
 —
 50,000
 12.50
 121,500

The Board of Directors of MVB believes that the successful implementation of its business strategy will depend upon attracting, retaining, and motivating able executives, managers, and other key employees. The 20152013 MVB Financial Corp. Stock Incentive Plan (Amended) provides that the Human Resources & Compensation Committee appointed by the Board of Directors of MVB has the flexibility to grant stock options, merit awards, and rights to acquire stock through purchase under a stock purchase program.

Typically, grants have a five-year vesting period with an expiration life span of ten years.


During 2013,2015, the Human Resources & Compensation Committee granted 3930 awards, totaling 250,000 shares at exercise prices ranging from $24.00 to $32.00 per share (which, if exercised, will actually be double the number of awards at fifty percent of the exercise price per share, based upon the stock split approved by MVB’s shareholders on February 11, 2014, and effective on March 21, 2014).  The expense to be recognized with respect to such awards will be amortized over five years, beginning in 2014.  During 2014, the Human Resources & Compensation Committee granted 31 awards, totaling 289,495 shares at exercise prices ranging from $14.80 to $16.50 per share.  The expense to be recognized with respect to such awards will be amortized over five years, beginning in 2015.  During 2015, the Human Resources & Compensation Committee granted 29 awards, totaling 42,50043,500 shares at exercise prices ranging from $13.00 to $15.00 per share. The expense to be recognized with respect to such awards will be amortized over five years,the vesting period, beginning in 2016.

During 2016, the Compensation Committee granted 54 awards, totaling 428,000 shares at exercise prices ranging from $12.07 to $13.25 per share. The following tables summarizeexpense to be recognized with respect to such awards will be amortized over the outstanding equityvesting period, beginning in the year of the grant. During 2017, the Compensation Committee granted 56 awards, totaling 321,750 shares at fiscal year-end, December 31, 2015.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

Option Awards

Name

  

  

Number of
Securities
Underlying
Unexercised
Options Exercisable
(#)

  

  

Number of Securities
Underlying Unexercised
Options Unexercisable
(#)

  

  

Equity Incentive Plan
Awards:  Number of
Securities Underlying
Unexercised Unearned
Options (#)

  

  

Option Exercise
Price
($)

  

  

Option Expiration
Date

 

Larry F. Mazza

 

 

66,000 

 

 

-

 

 

None

 

 

$

9.09 

 

 

01-01-20

 

 

 

 

30,000 

 

 

20,000 

 

 

None

 

 

$

12.00 

 

 

12-31-22

 

 

 

 

20,000 

 

 

30,000 

 

 

None

 

 

$

12.00 

 

 

01-01-23

 

 

 

 

24,000 

 

 

96,000 

 

 

None

 

 

$

16.00 

 

 

02-01-24

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bret S. Price

 

 

2,000 

 

 

3,000 

 

 

None

 

 

$

16.00 

 

 

11-18-23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donald T. Robinson

 

 

12,000 

 

 

8,000 

 

 

None

 

 

$

11.00 

 

 

01-01-22

 

 

 

 

9,000 

 

 

6,000 

 

 

None

 

 

$

12.00 

 

 

12-31-22

 

 

 

 

6,000 

 

 

9,000 

 

 

None

 

 

$

12.00 

 

 

01-01-23

 

 

 

 

20,000 

 

 

30,000 

 

 

None

 

 

$

16.00 

 

 

12-31-23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

H. Edward Dean, III

 

 

4,000 

 

 

6,000 

 

 

None

 

 

$

12.00 

 

 

01-01-23

 

 

 

 

600 

 

 

2,400 

 

 

None

 

 

$

16.00 

 

 

02-21-24

 

 

 

 

-

 

 

2,000 

 

 

None

 

 

$

13.50 

 

 

03-02-25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

L. Randall Cober

 

 

16,000 

 

 

64,000 

 

 

None

 

 

$

13.50 

 

 

05-22-23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPTION EXERCISES AND STOCK VESTED – Needs Completed

 

Option Awards

Stock Awards

Name

  

  

Number of
Shares Acquired on Exercise
(#)

  

  

Value Realized on Exercise
($)

  

  

Number of
Shares Acquired on Vesting

(#)

  

  

Value Realized on Vesting
($)

  

Larry F. Mazza

 

 

42,180 

 

 

$
464,219 

 

 

-

 

 

$  

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

exercise prices ranging from $12.85 to $20.00 per share. The expense to be recognized with respect to such awards will be amortized over the vesting period, beginning the year of the grant.


17



OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Option Awards

Name Number of
Securities
Underlying
Unexercised
Options Exercisable
(#)		 Number of Securities
Underlying Unexercised
Options Unexercisable
(#)		 Equity Incentive Plan
Awards:  Number of
Securities Underlying
Unexercised Unearned
Options (#)		 Option Exercise
Price
($)		 Option Expiration
Date
Larry F. Mazza 66,000 — — 9.09 01/01/20
 50,000 — — 12.00 12/31/22
 40,000 10,000 — 12.00 01/01/23
 72,000 48,000 — 16.00 02/01/24
 20,000 80,000 — 12.50 02/03/26
 — 50,000 — 12.85 03/21/27
Donald T. Robinson 20,000 — — 11.00 01/01/22
 15,000 — — 12.00 12/31/22
 12,000 3,000 — 12.00 01/01/23
 40,000 10,000 — 16.00 12/31/23
 3,000 12,000 — 12.50 02/03/26
 20,000 80,000 — 13.25 09/20/26
 — 25,000 — 12.85 03/21/27
H. Edward Dean, III 8,000 2,000 — 12.00 01/01/23
 1,800 1,200 — 16.00 02/21/24
 800 1,200 — 13.50 03/02/25
 2,000 8,000 — 12.50 02/03/26
 — 2,000 — 12.85 03/21/27
 25,000 75,000 — 18.26 11/07/27
David A. Jones 17,600 — — 9.09 01/01/20
 10,000 — — 12.00 12/31/22
 8,000 2,000 — 12.00 01/01/23
 8,000 2,000 — 16.00 12/31/23
 1,000 4,000 — 12.50 02/03/26
 — 15,000 — 12.85 03/21/27
John T. Schirripa 22,000 — — 10.23 08/01/24
 15,000 — — 12.00 12/31/22
 12,000 3,000 — 12.00 01/01/23
 1,600 400 — 16.00 12/31/23
 10,000 40,000 — 12.50 02/03/26
 — 25,000 — 12.85 03/21/27

No options were exercised by any NEOs during 2017.




Retirement Plans


MVB provided a defined benefit retirement plan for all qualifying employees; however, the defined benefit plan has been frozen, and no service after May 31, 2014, is taken into consideration for determining a benefit. All qualifying employees actively employed on May 31, 2014, are 100% vested, but no subsequent vesting is contemplated. The plan provides for benefits based on the highest five consecutive years of earnings times 2 ½ times years of service. Normal retirement age is 65. All retiree benefits are calculated in the same manner. The benefits are summarized in the table below:

PENSION BENEFITS TABLE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name

  

  

Plan Name

  

  

Number of Years
Credited Service
(#)

  

  

Present
Value of
Accumulated Benefit
($)

  

  

Payments During
Last Fiscal Year
($)

 

Larry F. Mazza

 

 

Allegheny Group Retirement Plan

 

 

9.25 

 

 

$

358,801 

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Bret S. Price

 

 

Allegheny Group Retirement Plan

 

 

N/A

 

 

 

N/A

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Donald T. Robinson

 

 

Allegheny Group Retirement Plan

 

 

3.167 

 

 

$

59,958

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

H. Edward Dean, III

 

 

Allegheny Group Retirement Plan

 

 

1.417 

 

 

$

35,027 

 

 

None

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

L. Randall Cober

 

 

Allegheny Group Retirement Plan

 

 

1.083 

 

 

$

67,890 

 

 

None

 

PENSION BENEFITS TABLE

Name Plan Name Number of Years
Credited Service
(#)		 Present
Value of
Accumulated Benefit
($)		 Payments During
Last Fiscal Year
($)
Larry F. Mazza Allegheny Group Retirement Plan 9.250 435,085 None
Donald T. Robinson Allegheny Group Retirement Plan 3.167 72,594 None
H. Edward Dean, III Allegheny Group Retirement Plan 1.417 51,776 None
David A. Jones Allegheny Group Retirement Plan 9.250 221,673 None
John T. Schirripa Allegheny Group Retirement Plan 3.917 159,504 None

Nonqualified Deferred Compensation


Non-tax qualified deferred compensation plans currently are not available to Executive Management.

executive management.


Employment Agreements and Change in Control


MVB has employment agreements with Messers.Messrs. Mazza, Price, Robinson, and Dean. MVB Insurance has an employment agreement with Cober.  The general terms of these contracts are described below:


Mazza has a written employment agreement with MVB, effective January 1, 2014 as amended on January 21, 2014, that can be renewed annually. Mazza’s current salary is $625,000 per year, payable in accordance with MVB’s general payroll practices and is subject to future adjustment.  Mazza continues to be eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group medical insurance, group life insurance, and expense reimbursement programs.  In addition, Mazza continues to be eligible to participate in the MVB annual executive performance incentive plan.  Mazza continues to be subject to MVB standard employee handbook policies.  Mazza’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or constructively terminated in the event of a change in control, all subject to certain conditions and commitments, including, if termination without cause or constructive termination occurs, a severance payment of two years of the then current annual base salary, provided that a general release of claims is executed. Additionally, in the event Mazza is constructively terminated upon a change in control, he would be entitled to all compensation that would have been payable through the applicable term of employment. Upon any separation from the Company, Mazza would also be entitled to accrued salary, bonuses, vacation pay and reimbursement of appropriate business expenses. Mazza’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition for 12 monthsone (1) year in West Virginia and also within 50 miles of a place of business of MVB or any MVB subsidiary. If Mr. Mazza’s employment were terminated without cause as of December 31, 2015,2017 he would have been entitled to receive a lump sum of $1,250,000 from MVB under this agreement and all stock options, totaling $3,151,160, would immediately vest.

Price has a written employment agreement with MVB, effective January 1, 2016 that can be renewed annually.  Price’s current salary is $235,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment.  Price is eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group medical insurance, group life insurance, and expense reimbursement programs.  In addition, Price is eligible to participate in the MVB annual executive performance incentive plan.  Price is subject to MVB standard employee handbook policies.  Price’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or constructively terminated in the event of a change in control, all subject to certain conditions and

18


commitments, including, if termination without cause or constructive termination occurs, a severance payment of one year of the then current annual base salary, provided that a general release of claims is executed.  Price’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition.  During the term of this agreement and for one year period following the effective date of the termination of this agreement (collectively, “Restricted Period”), Price will not, directly or indirectly, individually or as an employee, joint venture, partner, agent or independent contractor of any other person, provide or render services that are competitive with the services provided by Employee hereunder at any location within 50 miles of Employee’s primary office for 12 months in West Virginia and also within 50 miles of a place of business of MVB or any MVB subsidiary.  Under this agreement which outlines severance payments based on years of service (employed less than five years = six months of employee’s salary; employed five years or more, twelve months of employee’s salary), if Mr. Price’s employment were terminated without cause as of December 31, 2016, he will be entitled to receive a lump sum of $117,500 from MVB under this agreement and all stock options would immediately vest.

Robinson has a written employment agreement with MVB, effective January 1, 2016. Robinson’s current salary is $350,000 per year payable in accordance with MVB’s general payroll practices and is subject to future adjustment. Robinson is eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group medical insurance, group life insurance, and expense reimbursement programs.  In addition, Robinson is eligible to participate in the MVB annual executive performance incentive plan.  Robinson is subject to MVB standard employee handbook policies. Robinson’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or constructively terminated in the event of a change in control, all subject to certain conditions and commitments, including, if termination without cause or constructive termination occurs, a severance payment of one year of the then current annual base salary, provided that a general release of claims is executed. Upon separation from the Company, Mr. Robinson would also be entitled to accrued, but unpaid, salary and benefits. Robinson’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition. During the term of this agreement and for one yearone-year period following the effective date of the termination of this agreement, (collectively, “Restricted Period”), Robinson will not, directly or indirectly, individually or as an employee, joint venture, partner, agent, or independent contractor of any other person, provide or render services that are competitive with the services provided by Employee hereunderRobinson thereunder at any location within 50 miles of Employee’sRobinson's primary office. Under this agreement which outlines severance payments based on years of service (employed less than five years = six months of employee’s salary; employed five years or more, twelve months of employee’s salary), ifIf Mr. Robinson’s employment were terminated without cause as of December 31, 2016,2017, he will bewould have been entitled to receive a lump sum of $350,000 from MVB under this agreement and all stock options, totaling $1,610,250, would immediately vest.




Dean has a written employment agreement with MVB and MVB Bank, effective as of December 20, 2012, with an initialwhich has thereafter been subsequently amended from time to time (as amended and supplemented from time to time, collectively referred to as the “Dean Employment Agreement”). Pursuant to the Dean Employment Agreement, Dean’s current term of five years,employment is through December 31, 2020, at which may be extended by Mr. Dean, attime employment shall cease unless otherwise agreed, and effective January 1, 2018 his option, for successive terms of up to three years.  Dean’s base compensation under the agreement is $500,000 per year, plusset at an annual rate of $575,000. Dean was also entitled to receive certain earn-out for a pre-tax income (excluding certain administrative expenses and other specific adjustments).  Subject to certain exceptions, Dean’s earn-out potentialcompensation for the 2015, 2016 and 2017 fiscal years, which would be payableperiod commencing on or before February 15 of the following year, is as follows: (1) if MVB Mortgage earnings beginning from January 1, 2013 reach $24,000,000 within the 2015 MVB fiscal year,2017 through December 31, 2017. Beginning January 1, 2018, Dean willbecame entitled to receive 74% of 75% of all MVB Mortgage income that exceeds $24,000,000 in that same period and 74% of 25%a monthly cash payment equal to 9% of MVB Mortgage’s pre-tax incomeincome. On November 7, 2017, Dean was granted the option to purchase 100,000 shares of common stock of the Company at the purchase price of $18.26 per share, vesting in 2016 andfour equal installments on each December 31 from 2017 or (2)through 2020.

The Dean Employment Agreement also allows for his participation in a Supplemental Executive Retirement Plan (“SERP”), to take effect on December 31, 2017. Under the SERP, if Dean completes three years of continuous employment with MVB Mortgage earnings from January 1, 2013prior to December 31, 2015 do not reach $24,000,000,his retirement date (which shall be no earlier than the date he attains age 55), he will, upon retirement, be entitled to received $1.8 million (the “Retirement Benefit”), payable in 180 equal consecutive monthly installments of $10,000. In the event Dean is deceased prior to his retirement, the Retirement Benefit will receive 74% of 25% of MVB Mortgage’s pre-tax income for 2016fully vest and 2017.  The agreement also provides for commissionsshall be payable to Mr.Dean’s beneficiary. Should Dean for eligible loans overbecome deceased after his retirement, the termremaining balance of the agreement which are originated by Dean.  Generally,Retirement Benefit will fully vest and become payable to Dean’s beneficiary. If Dean is terminated without Cause or due to Disability, or if Dean terminates his employment for Good Reason (as each such term is defined in the commissionSERP), the Retirement Benefit shall immediately vest. If Dean is .80% per loan, exceptterminated for construction loansCause, he will not be entitled to the Retirement Benefit. Pursuant to the SERP, Dean also entered into a Confidentiality, Non-Competition and home equity lines of credit, for whichNon-Solicitation Agreement, containing non-solicitation and non-competition covenants throughout the commission is .50%, subject to decreases to ensure a minimum return on home equity lines of credit.  The agreement also provides for the issuance of options to purchase 5,000 shares, with vesting of 1,000 shares on each of the five anniversary dates after December 20, 2012.  The agreement also provides for a monthly vehicle allowance of $1,500.  Dean continues to be eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group medical insurance, group life insurance, and expense reimbursement programs.  Dean continues to be subject to MVB standard employee handbook policies.  24-month period following his employment termination.

Dean’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or constructively terminated in the event of a change in control, all subject to certain conditions and commitments. If Dean’s employment is terminated without cause, or terminated by Dean for a good reason, as defined under the agreement (including after a change of control) Dean would be entitled to: receive 18 monthsmonths' compensation, based on the average of the previous two years; witness all restrictions on company stock owned by Dean removed and all stock options possessed by Dean would immediately vesting;vest; and he would receive payments for health insurance premiums for the maximum time provided for under the federal Consolidated Omnibus

19

Budget Reconciliation Act of 1985, as amended,COBRA plus an additional six months; and, entitled to other employee benefits through the remaining term of the agreement.  All commissions which were earned as of the date of termination would be paid in no later than 30 days after the closing of the applicable loan.months.  If employment terminates due to death or disability, Mr. Dean, or his estate, shall receive an amount equal to that amount shown on Mr. Dean’s Form W-2 for the previous fiscal year.  If the agreement is terminated as a result of legal disability, Dean would be entitled to receive benefits under MVB’s long-term disability policy.  The agreement also provides that, on termination without cause, or termination by Mr. Dean without good reason, as defined in the agreement, Dean will not compete with, or solicit customers or employees of MVB or PMG for a period of 18 months within the counties in which MVB, MVB Bank, and MVB Mortgage operate.  Pursuant to the agreement, on December 31, 2012, MVB entered into an indemnification agreement with Dean, which provides for indemnification and advances in expenses and costs incurred by Dean in connection with claims, suits or proceedings arising as a result of his service with the Company, to the fullest extent permitted by law. If Mr. Dean’s employment were terminated without cause as of December 31, 2015,2017, he would be entitled to receive a lump sum of $2,112,160$1,623,763 from MVB and its subsidiaries under this agreement. In addition, MVB would pay COBRA premiums for the maximum period of continuation of insurance coverage provided under COBRA and pay the full cost for substantially equivalent health and dental insurance benefits for six months after such maximum continuation coverage period expires, as well as  for dental insurance coverage, life insurance plan, and 401(k) plan and other benefits (except to the extent that any such benefits are duplicative of the health and dental insurance coverage) for the remaining term of the agreement. Further, all stock options, totaling $381,000, would immediately vest.

Cober has


CEO Pay Ratio

In compliance with Item 402(u) of Regulation S-K, MVB is providing the following pay ratio information with respect to its last completed fiscal year. MVB believes the pay ratio information provided below is a written employment agreementreasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K:

For fiscal 2017, MVB’s last completed fiscal year:

-    the median of the annual total compensation of all employees at MVB Insurance, LLC, effective May 22, 2013,(other than CEO Larry Mazza), was $58,054; and
-    the annual total compensation of Larry F. Mazza, MVB's CEO was $905,977.

Based on this information, the ratio for 2017 of the annual total compensation of MVB’s President & CEO to the median of the annual total compensation of all employees is 15.6 to 1. MVB completed the following steps to identify the median of the annual total compensation of all employees and to determine the annual total compensation of the median employee and CEO:

As of October 1, 2017, MVB’s employee population consisted of approximately 390 individuals, including any full-time or part-time employed on that can be renewed annually.  Cober’s current salary is $500,000 per year, payabledate. This date was selected because it allowed us to identify employees in a reasonably efficient manner using payroll data.
To find the median of the annual total compensation of all employees (other than CEO), MVB used wages from payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2017. In making this determination, MVB annualized the compensation of full-time and part-time permanent employees who were employed on October 1, 2017 but did not work for us the entire year. No full-time equivalent adjustments were made for part-time and newly hired employees.


MVB identified the median employee using this compensation measure and methodology, which was consistently applied to all employees included in the calculation.
After identifying the median employee, MVB added together all of the elements of such employee’s compensation for 2017 in accordance with MVB’s general payroll practices and is subjectthe requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $58,084.
With respect to future adjustment.  Cober continues to be eligible to participate in MVB’s fringe benefit programs, including vacation, sick leave, group medical insurance, group life insurance, and expense reimbursement programs.  In addition, Cober continues to be eligible to participatethe annual total compensation of the CEO, MVB used the amount reported in the MVB annual executive performance incentive plan.  Cober continues to be subject to MVB standard employee handbook policies.  Cober’s employment may be terminated for cause, terminated without cause, terminated due to death or permanent disability, or constructively terminated in the event“Total” column of a change in control, all subject to certain conditions and commitments, including, if termination without cause or constructive termination occurs, a severance payment for the remaining time of the contract, provided that a general release of claims is executed.  Cober’s employment agreement also includes provisions related to treatment of confidential information, the return of MVB’s property in the event of a resignation or termination, non-solicitation and non-interference, and non-competition for 24 months in West Virginia and also within 50 miles of a place of business of MVB or any MVB subsidiary.  If Mr. Cober’s employment were terminated without cause as of December 31, 2015, he would be entitled to receive a lump sum of $1,208,000 from MVB Insurance, LLC under this agreement and all stock options would immediately vest.

The foregoing descriptions apply to agreements entered into by MVB with the Executive Officers named in the2017 Summary Compensation Table above, or “Named Executive Officers.”  In addition to these employment agreements, MVB and the MVB Bank have entered into a number of employment agreements with other employees. 

Table.


Director Compensation

In 2015,2017, members of the Boards of MVB and its subsidiaries received a fee of $200$300 for each MVB board meeting attended and a fee of $300 for each subsidiary boardcommittee meeting attended.  They alsothey attended, with the exception of members of the Audit Committee who received a$350 for each meeting attended of that committee.

An annual retainer fee of $175 for$10,000 was paid to each MVB committee meeting attended and a fee of $200 forFinancial Corp. director, $7,000 paid to each MVB subsidiary committee meeting attended.  InBank director, and $1,500 paid to each MVB Mortgage director as well as the following chair retainer fees for Board and Committee Chairs: $40,000 MVB Board; $25,000 Audit Committee; $12,500 Finance Committee; $12,500 Governance Committee; $5,000 Asset and Liability Committee (ALCO Committee) (of MVB Bank); $15,000 Compensation Committee; $2,000 Loan Review Committee (of MVB Bank).    
Director Name 2017 Director Compensation
 
Cash
($)1
 
Options
($)2
 Total
($)
David B. Alvarez $31,700
 $3,200
 $34,900
Stephen R. Brooks $101,952
 $3,200
 $105,152
James J. Cava, Jr. $76,244
 $3,200
 $79,444
John W. Ebert $45,000
 $3,200
 $48,200
Daniel W. Holt4
 $600
 $—
 $600
Gary A. LeDonne $65,454
 $3,200
 $68,654
Dr. Kelly R. Nelson $56,250
 $3,200
 $59,450
J. Christopher Pallotta $55,169
 $3,200
 $58,369
Nitesh S. Patel3
 $40,400
 $—
 $40,400
1 Includes educational expenses of $6,082 for Brooks, $1,495 for Cava, $4,391 and for LeDonne who attended Bank Director conferences, $299 for Cava, $914 for LeDonne, and $299 for Pallotta, who attended the Community Bankers of WV Conference and $570 for Brooks and Pallotta who attended the CEO/Directors Conference.
2 Each director, with the exception of Holt, who did not join the Board until December 19, 2017 and Patel, who retired February 23, 2017, was granted the option to purchase 1,000 shares as of March 2015, Pearl Meyer & Partners, LLC, MVB’s independent compensation consultant, reviewed director compensation.  No changes21, 2017, exercisable March 21, 2018. This figure is calculated using the Black-Scholes value of $3.20 at the time of the grant.
3 Patel retired from the Board February 23, 2017.
4 Holt was elected to director compensation were recommended at that time.  In 2014, MVB began providing stock option awards to directors of MVB and subsidiaries.  MVB does not provide Non-Equity Incentive Plan Compensation, Nonqualified Deferred Compensation Earnings or any other compensation to directors, unless otherwise noted.  The table below provides detailed information about non-executive director fees, including those for MVB subsidiaries, paid in 2015 and the Board December 19, 2017.

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stock option awards granted to directors in 2015. 

Director Name

 

2015 Director Compensation

 

 

 

Cash
($)(1)(2)

 

 

Options
($)(3)

 

 

Total
($)

 

David B. Alvarez

  

  

21,300 

 

  $

2,580 

  

  $

23,880 

 

Stephen R. Brooks

 

 

39,400 

 

$

2,580 

 

  $

41,980 

 

James J. Cava, Jr.

 

 

34,750 

 

$

2,580 

  

  $

37,330 

 

Dr. Joseph P. Cincinnati

 

 

13,775 

 

$

2,580 

 

  $

16,355 

 

John W. Ebert

 

 

23,725 

 

$

2,580 

 

  $

26,305 

 

Gayle C. Manchin

 

 

12,340 

 

$

2,580 

 

  $

14,920 

 

Dr. Kelly R. Nelson

 

 

28,250 

 

$

2,580 

 

  $

30,830 

 

J. Christopher Pallotta

 

 

28,500 

 

$

2,580 

 

  $

31,080 

 

Nitesh S. Patel

 

 

27,247 

 

$

2,580 

 

  $

29,827 

 

Jimmy D. Staton

 

 

30,775 

 

$

2,580 

 

  $

33,355 

 

* Roger J. Turner

 

 

14,850 

 

$

2,580 

 

  $

17,430 

 

* Samuel J. Warash

 

 

20,650 

 

$

2,580 

 

  $

23,230 

 

(1)

Includes an annual retainer fee of $5,000 paid to each director as well as the following board and committee chair retainer fees:  Brooks $12,000 MVB Financial Corp. Board; Cava $7,500 Audit Committee; Ebert $2,500 Finance Committee;  Dr. Nelson $3,000 Governance Committee; Pallotta $2,000 Asset and Liability Committee (ALCO Committee) (of MVB Bank, Inc.); Patel $3,000 Enterprise Risk Committee; Staton $3,000 Human Resources & Compensation Committee; Warash $2,000 Loan Review Committee (of MVB Bank, Inc.);

(2)

Includes educational expenses of $3,422 for Patel and $3,250 for Dr. Nelson, who attended BankDirector conferences and $915 for Manchin, who attended the 2015 CBWV Director’s College.

(3)

Each director was granted the option to purchase 1,000 shares as of January 21, 2015, exercisable January 21, 2016. A price of $2.58/share was calculated using the Black-Scholes valuation methodology.

*        Retiring Directors with expiring terms

Certain Transactions with Directors, Officers and Their Associates


MVB and MVB Bank have, and expect to continue to have, banking and other transactions in the ordinary course of business with its directors and officers and their affiliates, including members of their families or corporations, partnerships or other organizations in which officers or directors have a controlling interest, on substantially the same terms (including documentation, price, interest rates, and collateral, repayment and amortization schedules and default provisions) as those prevailing at the time for comparable transactions with unrelated parties. All of these transactions were made on substantially the same terms (including interest rates, collateral and repayment terms on loans) as comparable transactions with non-affiliated persons. MVB’s management believes that these transactions did not involve more than the normal business risk of collection or include any unfavorable features.

All related-party transactions require approval from the Board of Directors of MVB.




Principal Holders of Voting Securities

As of March 28, 2016, there are no shareholders who currently beneficially own or have the right to acquire shares that would result in ownership of more than 5% of MVB’s common stock.

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Ownership of Securities by Directors, Nominees and Executive Officers


As of March 28, 2016,1, 2018, ownership by directors, nominees and named executive officers in MVB was:

 

 

 

 

 

 

 

 

Shares of Stock
Beneficially Owned

 

Percent of
Ownership

 

 

 

(See notes 1,2&3)

 

 

 

David B. Alvarez

    

264,060 

    

3.02 

%

Stephen R. Brooks

 

43,531 

 

0.50 

%

James J. Cava, Jr.

 

90,892 

 

1.04 

%

Dr. Joseph P. Cincinnati

 

84,052 

 

0.96 

%

H. Edward Dean

 

209,544 

 

2.40 

%

John W. Ebert

 

68,382 

 

0.78 

%

Gayle C. Manchin

 

22,860 

 

0.26 

%

Larry F. Mazza

 

324,455 

 

3.71 

%

Dr. Kelly R. Nelson

 

59,656 

 

0.68 

%

J. Christopher Pallotta

 

114,772 

 

1.31 

%

Nitesh S. Patel

 

153,403 

 

1.76 

%

Jimmy D. Staton

 

117,774 

 

1.35 

%

* Roger J. Turner

 

101,181 

 

1.16 

%

* Samuel J. Warash

 

53,138 

 

0.61 

%

Bret S. Price

 

7,000 

 

0.08 

%

L. Randall Cober

 

51,169 

 

0.59 

%

Donald T. Robinson

 

66,870 

 

0.77 

%

Directors and Executive Officers as a group (17 people)

 

1,832,782 

 

20.98 

%

Notes:

  
Shares of Stock
Beneficially Owned 1, 2
 Percent of
Ownership
David B. Alvarez 481,234
 4.49%
Stephen R. Brooks 44,638
 0.42%
James J. Cava, Jr. 173,014
 1.63%
H. Edward Dean 316,749
 2.98%
John W. Ebert 77,343
 0.73%
Daniel W. Holt 5,500
 0.05%
Gary A. LeDonne 43,807
 0.42%
Larry F. Mazza 563,498
 5.20%
Dr. Kelly R. Nelson 66,052
 0.63%
J. Christopher Pallotta 144,781
 1.37%
Donald T. Robinson 134,221
 1.26%
David A. Jones 72,679
 0.69%
John T. Schirripa 107,515
 1.01%
Directors and Executive Officers as a group 2,231,031
 19.44%
1 Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934 as amended, and includes shares held by adults and immediate family living in the same household and any related entity in which a 10% or greater ownership percentage is maintained.
2 Includes common shares outstanding and 1,600 stock option shares that became exercisable February 1, 2015, 600 stock option shares that became exercisable January 21, 2016, and 400 stock option shares that became exercisable February 3, 2017 for all Directors, except for Dean, Holt, LeDonne, and Mazza, and 200 stock option shares that became exercisable March 21, 2018 for all Directors, except for Dean, Holt, and Mazza.

Also includes 43,000, 50,600, 312,000, 121,000, and 78,600 shares which may be acquired by Dean, Jones, Mazza, Robinson, and Schirripa, respectively, within 60 days through the exercise of options. This total does not include options that have been granted but not exercisable within 60 days.

Also includes 15,625 shares that can be acquired through the conversion of Preferred Series B stock, held by Director Pallotta and 187,500, 62,500, and 62,500 shares that can be acquired through the conversion of Subordinated Debt, held by Directors Alvarez, Cava, and Dean, within 60 days.

Ownership of Certain Beneficial Owners

The table below sets forth information with respect to those persons (other than the officers/directors listed above) known to the Company, as of March 1, 2018, to have owned beneficially 5% or more of the outstanding shares of common stock. The information as to beneficial ownership is based upon statements filed by such persons with the SEC under Section 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended.

(1)

Name and Address of Beneficial ownership is determined in accordance with Rule 13d-3 under the Securities Exchange ActOwnerNumber of 1934 as amended, and includes shares held by adults and immediate family living in the same household and any related entity in which a 10% or greater ownership percentage is maintained.

Shares of Common Stock Owned Beneficially		Percent of Class
Cline Trust Company, LLC
3801 PGA Blvd #901
Palm Beach Gardens, FL 33410
625,0001
5.60%2

(2)

Includes common shares outstanding and 800 stock option shares for Directors, except for Dean, Mazza and Turner, which became exercisable 02/01/15 and 200 stock option shares, which became exercisable 01/21/16.  Also includes 7,600, 174,000, 60,805, ,  2,000, and 54,000 shares which may be acquired by Dean, Mazza, Turner, Price and Robinson, respectively, within 60 days through the exercise of options.  This total does not include options that have been granted but not exercisable within 60 days.

1 Represents shares of common stock that may be acquired through the exercise of Convertible Subordinated Promissory Notes due 2024.

(3)

The following MVB Directors and Executive Officers have MVB stock pledged to secure loans from MVB Bank.  Director Alvarez – 166,672 shares, Director Brooks- 6,464 shares, Director Patel – 48,234 shares and Director Warash - 21,118 shares.  Each of the above loans was made in the normal course of business.  All of these transactions were made on substantially the same terms (including interest rates, collateral and repayment terms on loans) as comparable transactions with non-affiliated persons.  In each instance, the loan to value ratio of the loan was 70% or less.

2 The percentage shown is based on the number of shares outstanding and 625,000 shares that may be acquired through the exercise of Convertible Subordinated Promissory Notes due 2024.

*       Retiring Directors


As disclosed on Schedule 13G, filed with expiring terms

the SEC on January 16, 2018, Donald R. Holcomb, Timothy Elliott, and Lesslie Ray (together with Cline Trust Company LLC ("Cline Trust")), are managers of Cline Trust and may be deemed to share beneficial ownership of the shares of common stock which Cline Trust may own.

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2.NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION

MVB is providing shareholders with a non-binding advisory vote on compensation programs for our Named Executive Officers listed in the table entitled “Summary Compensation Table” (sometimes referred to as “say on pay”). Accordingly, you may vote on the following resolution at the 20162018 annual meeting:


“Resolved, that the shareholders approve, on an advisory basis, the compensation of the Company’s Named Executive Officers as disclosed in the accompanying compensation tables, and the related narrative disclosure in this Proxy Statement.”


This vote is advisory in nature and therefore, is non-binding. The Board of Directors and the Human Resources & Compensation Committee, which is comprised of independent directors, expect to take into account the outcome of the vote when considering future executive compensation decisions to the extent they can determine the cause or causes of any significant negative voting results.


At the Annual Meeting of Shareholders held on May 21, 2013, a majority of the votes of the Company’s shareholders was cast in favor of holding an annual, non-binding advisory vote on executive compensation. In light of this result, and other factors considered by the Board of Directors of the Company, the Board of Directors has determined that the Company will hold an annual non-binding advisory vote on the compensation of its named executive officers, until the next required vote on the frequency of the advisory vote on executive compensation occurs, or until the Board of Directors of the Company determines that holding such vote with a different frequency is in the best interests of the Company. The next non-binding advisory vote regarding such frequency will be held no later than the Company’s 2019 Annual Meeting of Shareholders.


The Management of MVB and Board of Directors unanimously recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our Named Executive Officers as disclosed in the Compensation Discussion and Analysis, the accompanying compensation tables, and the related narrative disclosure.

3.APPROVAL OF THE ANNUAL EXECUTIVE PERFORMANCE INCENTIVE PLAN

Overview and Purpose of Plan

The Human Resources & Compensation Committee of the Board of Directors adopted an Annual Executive Performance Incentive Plan (the “Plan”). The Plan was approved by MVB’s shareholders at the 2015 annual meeting.  The Plan is intended to provide incentives to certain executives to attain the goals of MVB and to provide those executives with incentive compensation based on the performance of MVB. The Plan is also designed to align those executives’ incentive compensation with shareholder value.  The Human Resources & Compensation Committee has amended the Plan to clarify the method of determining the amount available to the Plan each year.  A copy of the Plan, as amended, is attached as Exhibit C to this Proxy Statement.

Amendment to the Plan

The Plan has been amended to reflect the calculation of the amount available to the Plan by including the following calculation:  Each year, the Human Resources & Compensation committee will establish a targeted net income for MVB.  Once actual net income for MVB has been determined and finalized for the year, 40% of the excess of actual net income over target net income will be available for awards under the Plan.  There are three groups within the Plan:  Senior Executives (9 participants), Junior Executives (11 participants) and the Corporate group (84 participants).  Seventy percent of the amount available under the Plan will be allocated to the Senior Executives and Junior Executives, and 30% will be allocated to all other employees.  While this calculation was intended to be used in the plan, it was not formally addressed in the Plan until the amendment.  Otherwise, the Plan remains unchanged from the Plan which was approved by the shareholders in 2015.  At the 2016 annual meeting of shareholders, MVB is seeking shareholder approval of the Plan, as amended. 

23


Limitations on the Deductibility of Compensation

Pursuant to Section 162(m) of the IRC, a portion of annual compensation payable to any of MVB’s five highest paid executive officers may not be deductible by MVB for federal income tax purposes to the extent such officer’s overall compensation exceeds $1,000,000.  The Plan has been designed to meet the performance-based exception to the $1,000,000 limitation of deductible executive compensation under IRC § 162(m). The Board of Directors has determined that it is in the best interest of MVB and its shareholders to seek shareholder approval of the Plan in view of the tax provisions contained in IRC § 162(m). To qualify for the performance-based exception to Section 162(m), the specific terms of the performance-based compensation awarded to the executives must be disclosed to and approved by the shareholders of MVB. Your approval of the Plan, as amended, is sought in order that awards granted under the Plan would not count towards the $1,000,000 deductible compensation limit under Section 162(m).

How the Plan Works

The Human Resources & Compensation Committee administers the Plan. The Committee is made up entirely of outside, independent directors and determines the recipients and amount of awards under the Plan. The Committee also has the authority to interpret the Plan and make all determinations under the Plan.

Subject to final approval by MVB’s Board of Directors, the Chief Executive Officer of MVB recommends the executives who will be eligible for the Plan. The Chief Executive Officer is eligible to participate in the Plan.

All payments under the Plan are based on attainment of certain performance measures established within the first 90 days of a performance cycle by the Human Resources & Compensation Committee for the Chief Executive Officer and by the Chief Executive Officer for other participants. Key performance measures will be established which are based on objective criteria, which may apply to the individual executive. No payments will be made under the Plan, unless MVB exceeds its annually established net income goal.

MVB’s net income for the year will be the basis for determining the overall incentive payout levels based on the following scale:

 

 

 

 

Performance Level

Against

Net Income Goal

Payout as Percent (%) of
Target Incentive

Opportunity

100%

0%

125%

25%

150%

50%

200%

100%

The net income goal for any calendar year may be adjusted by the Committee to reflect extraordinary events or circumstances affecting MVB or its business, which would render the goal unattainable.

A set of performance measurements, beyond the net income goal, are used in the Plan. The final performance metric and its targeted value for the given year Plan are found on the Plan Matrix, as defined in the 2016 Annual Executive Performance Incentive Plan attached hereto as Exhibit C. Each Named Executive Officer has a series of selected performance metrics designated as part of his or her performance criteria to reach or exceed during the Plan year. For each such performance metric, a weight will be assigned to equal 100% across the total metrics determined for the Named Executive. The following are the prime performance metrics deployed in the Plan Matrix (subject to change from year to year):

Net Income (Prior to Bonus Payout)

Core Deposits (Net Growth)

Efficiency Ratio

Net Interest Margin

Loan Concentration

24

Four incentive percentage split tiers will be used based upon job position levels within MVB. The Plan Matrix will indicate the designated tier for each Named Executive. The tier weighting ratios will be used in calculating the incentive payouts as follows:

Incentive Tier

Performance

Metric(PM)/Personal

Performance (PP)Weighting

1

60% PM - 40% PP

2

80% PM - 20% PP

3

90% PM - 10% PP

4

100% PM Bank*

*Subject to additional Plan guidelines.

Benefits and amounts available under the Plan are not currently determinable.

The Plan specifies the maximum amounts that may be paid under the Plan. The maximum payment that may be made to any one participant for any fiscal year of MVB is $1,000,000.

After expiration of a fiscal year or performance period, as applicable, the Committee will certify if the performance measures have been attained and, if so, each executive who is employed by MVB on the last day of the applicable period will be entitled to a payment under the Plan in a predetermined amount, as established by the Committee.

In the event MVB restates its financial results within 12 months of the payment of an award due to material noncompliance with any financial reporting requirements of the federal securities laws as a result of an executive’s intentional “misconduct” (as determined by the members of the MVB Human Resources & Compensation Committee), the executive must reimburse MVB the difference between the amount of the award actually awarded and the amount of the award such an executive officer would have received had the amount of the award been calculated based on the restated financial statements.

The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards will subject the executive to disciplinary action up to and including termination of employment. In addition, any award as provided by the Plan to which the executive would otherwise be entitled will be revoked. An executive who has willfully engaged in any activity injurious to MVB will forfeit any award earned during the award period in which the activity occurred.

The Human Resources & Compensation Committee may at any time amend the Plan.

Federal Income Tax Consequences of the Plan

If MVB complies with the performance-based exception to the $1,000,000 limitation on deductible executive compensation, payments under the Plan will be deductible by MVB for federal income tax purposes.  Cash payments to participants under the plan will generally be taxable to the employee as ordinary income in the year payment is made to the employee.

The Board of Directors recommends that you vote “FOR” the adoption of the Annual Executive Performance Incentive Plan, as amended.

The enclosed proxy will be voted “FOR”"FOR" the Annual Executive Performance Incentive Plan, as amended,approval of executive compensation, unless otherwise directed. The affirmative vote of a majority of the shares of Common Stock present at the meeting is required to adopt Annual Executive Performance Incentive Plan, as amended.

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4.3.    RATIFICATION OF INDEPENDENT REGISTERED ACCOUNTING FIRM


The firm of Dixon Hughes Goodman LLP examined and audited the financial statements of MVB for 20152017, 2016, and 2014 and S.R. Snodgrass, P.C. examined and audited the financial statements of MVB for 2013.

2015.


The following fees were billed by Dixon Hughes Goodman LLP and S.R. Snodgrass, P.C. as indicated:

 

 

 

 

 

 

 

 

 

 

 

2015

    

2014 

    

2013 

 

Audit Fees(1) 

$

179,400 

 

$

156,000 

 

$

123,225 

 

Audit-Related Fees

 

25,550 

 

 

61,112 

 

 

-

 

Tax Fees

 

 

 

 

-

 

 

-

 

All Other Fees

 

28,500 

 

 

-

 

 

-

 

 

$

233,450 

 

$

217,112 

 

$

123,225 

 

(1)

Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements, review of consolidated financial statements included in the Company’s quarterly reports, and for services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

  201720162015
Audit Fees 1
 $183,800
$201,700
$179,400
Audit-Related Fees 10,092
22,931
25,550
Tax Fees 38,975
—
—
All Other Fees 9,100
147,490
28,500
  $241,967
$372,121
$233,450

1 Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements, review of consolidated financial statements included in the Company’s quarterly reports, and for services normally provided by the independent auditor in connection with statutory and regulatory filings or engagements.

The Audit Committee has considered whether Dixon Hughes Goodman LLP has maintained its independence during the fiscal year-ended December 31, 2015.year ended 2017. The Audit Committee requires that the Audit Committee pre-approve all audit and non-audit services to be provided to MVB by the independent accountants, except for cumulative expenditures not to exceed $5,000. Further, the pre-approval policies may be waived, with respect to the provision of any non-audit services, consistent with the exceptions for federal securities laws. The Audit Committee did not waive the pre-approval requirement of any other services during 2015, 20142017, 2016, or 2013. 

2015.


The Audit Committee proposes that Dixon Hughes Goodman LLP will examine and audit the financial statements of MVB for 2016.2018. The proxies will vote your proxy “For”“FOR” ratification of the selection of Dixon Hughes Goodman LLP, unless otherwise directed. Representatives of Dixon Hughes Goodman LLP will be present at the Annual Meeting of Shareholders and will have an opportunity to make a statement or respond to appropriate questions.


The Board of Directors unanimously recommends that you vote “For”“FOR” the ratification of Dixon Hughes Goodman LLP to serve as independent registered accounting firm for the fiscal year ending December 31, 2016.

5.2018.



4.    OTHER INFORMATION


Voting of Proxies


If any of the nominees for election as directors should be unable to serve as Directors by reason of death or other unexpected occurrence, a proxy will be voted for a substitute nominee or nominees designated by the Board of Directors of MVB unless the Board adopts a resolution pursuant to the Bylaws reducing the number of directors.


The Board of Directors is unaware of any other matters to be considered at the meeting but, if any other matters properly come before the meeting, persons named in the proxy will vote such proxy in accordance with their judgment on such matters.


Legal Actions


From time to time in the ordinary course of business, the Company and its subsidiaries are subject to claims, asserted or unasserted, or named as a party to lawsuits or investigations. Litigation, in general, and intellectual property and securities litigation, in particular, can be expensive and disruptive to normal business operations. Moreover, the results of legal proceedings cannot be predicted with any certainty and in the case of more complex legal proceedings, the results are difficult to predict at all. The Company is not aware of any asserted or unasserted legal proceedings or claims that the Company believes would have a material adverse effect on the Company’s financial condition or results of the Company’s operations.

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Form 10-K Annual Report –


Upon written request by any shareholder to Lisa J. McCormick, Corporate Secretary, MVB Financial Corp, 301 Virginia Avenue, Fairmont, West Virginia 26554, a copy of the Bank’s 2015MVB's 2017 Annual Report on Form 10-K will be provided without charge. You may also find a copy of MVB’s Form 10-K is also available on the SEC’s website at website: http://www.sec.govand on MVB’s website at http://www.mvbbanking.com/2016shareholders.

2018 Annual Meeting website: www.investorvote.com/MVBF


Section 16(a) Beneficial Ownership Reporting Compliance


Section 16(a) of the Securities Exchange Act of 1934 requires MVB’s directors and executive officers, and persons who own more than ten percent of a registered class of MVB equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of MVB. Officers, directors, and shareholders owning more than ten percent are required by SEC regulation to furnish MVB with copies of all Section 16(a) forms which they file.


To MVB’s knowledge, based solely upon review of the copies of such reports furnished to MVB and written representations that no other reports were required, during the fiscal year ended December 31, 2015,2017, all Section 16(a) filing requirements applicable to its officers, directors and persons owning more than ten percent were complied with, except that a Form 4 reporting options to purchase 2,000 shares of common stock granted to Ed Dean on March 2, 2015, was inadvertently missed and not reported until March 11, 2016.

with.


Shareholder Communications with the Board


Any shareholder desiring to contact the Board of Directors 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.


Shareholder Proposals for the 20162019 Annual Meeting


Any shareholder who wishes to have a proposal placed before the 20172019 Annual Meeting of Shareholders pursuant to Rule 14a-8 of the SEC’s proxy rules must submit the proposal to the Chief Executive Officer of MVB no later than December 13, 2016,December��14, 2018, both to be considered timely and to have it considered for inclusion in the Proxy Statement of the Annual Meeting in 2017,2019, expected to be held May 16, 2017.

21, 2019.




Annual Report


MVB’s 20152017 Annual Report to Shareholders is being made available electronically at http://www.mvbbanking.com/2016www.investorvote.com/MVBF to shareholders onas of the record date. The Annual Report to Shareholders does not constitute a part of this Proxy Statement or the proxy solicitation material.


Picture 3

mazzasignature.jpg
Larry F. Mazza

President and& Chief Executive Officer


27


EXHIBIT A

AUDIT COMMITTEE CHARTER




MVB Financial Corp. Board of Directors

Audit Committee Charter
Approved 09-19-17

1.

Purpose


The Board of Directors (the “Board”) of MVB Financial Corp. (“MVB Financial”), in fulfilling its responsibility for effective board governance of MVB Financial and its subsidiaries, (hereinafter collectively referred to as “MVB”) has duly established the Audit Committee (the “Committee”).


The Committee is established by the Board to: (1) assist the Board in monitoring the integrity of the accounting and financial reporting process, systems of internal controls and financial statements and reports of MVB; (2) be directly responsible for the appointment, compensation and oversight of the independent auditor employed by MVB for the purpose of preparing or issuing an audit report or related work; (3) be responsible for the appointment, compensation and oversight of the internal auditor; (4) assist the Board in monitoring compliance by MVB with legal and regulatory requirements, including holding company, banking, mortgage and insurance regulations and the Sarbanes Oxley Act; (5) oversee management corrective actions when such needs have been identified; and, (6) oversee MVB’s Whistleblower Policy.

Policy, oversee MVB’s risk management program for effectiveness and ensure the Board incorporates the appropriate risk management processes in its work.

2.

General Responsibilities of the Committee


a.

Oversight of Independent, External Auditor. Auditor. With regard to independent, external audit activities, the Committee shall:


i.       Select, engage, compensate, oversee and, where appropriate, replace the independent registered public accounting firm (“Auditor”), subject to any required Board and shareholder approvals.  The Auditor shall not provide any services unless approved by the Committee.  The Committee shall require that the Auditor issue a written report of such audit directly to the Committee;

ii.     Discuss with the Auditor the overall scope and plans for the audit including the adequacy of staffing and compensation and submit to management the audit, non-audit, administrative and other fees to be paid by management on behalf of the Committee;

iii.    Ascertain that both the lead and the concurring audit partners are restricted to a maximum of five consecutive years of serving in either capacity.  In addition, the Committee shall ascertain that after the initial service period, both the lead and concurring partners not perform any audit services in either capacity for a minimum of five consecutive years.  The Committee should also ascertain that after the initial service period, the lead partner does not step down into an engagement quality review role that would cause the lead partner to review his or her own work.  Finally, the Committee shall ascertain that any partner other than the lead or concurring partner serves no more than seven consecutive years at the partner level on the MVB’s audit;

iv.     Review (with management and the Auditor) the Auditor’s assessment of the adequacy of internal controls and the resolution of identified material weaknesses and reportable conditions, including the prevention or detection of management override or compromise of the internal control system.  Further, the Committee shall meet separately as deemed necessary with the Auditor, without management present, to discuss the results of its examinations, or for any other reason the Committee deems necessary;

v.      Work with management and the Auditor to monitor the MVB’s compliance with laws and regulations;

vi.     Resolve any significant disagreements between the Auditor and management;

vii.    Receive and review communications submitted by the Auditors and regulators and take appropriate actions;

viii.   Require receipt from the Auditors of a formal written statement delineating all relationships between the Auditors and MVB, consistent with Independence Standards Board Standard 1, and the Committee’s responsibility for actively engaging in a dialogue with the Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Auditor and for taking, or recommending that the full board take, appropriate action to oversee the independence of the outside Auditor;

ix.     Review the results of the annual audit, the audited financial statements included in the Form 10-K and discuss the results of the audit and any other matters required to be communicated to the Committee by

A-1

the Auditor under generally accepted auditing standards, including any comments or recommendations of the Auditor;

x.      Receive affirmative acknowledgement from the Auditor that it is accountable only to the Committee;

xi.     Require that the Auditor review the Company’s interim financial statements prior to filing the quarterly report on Form 10-Q.  Also, the Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the Auditor under generally accepted auditing standards.  The chair of the Committee may represent the entire Committee for purpose of this review; and,

xii.   Conduct executive sessions with the outside auditors without the presence of Management as deemed necessary, but no less than annually.

b.

i.

Select, engage, compensate, oversee and, where appropriate, replace the independent registered public accounting firm (“Auditor”), subject to any required Board and shareholder approvals. The Auditor shall not provide any services unless approved by the Committee. The Committee shall require that the Auditor issue a written report of such audit directly to the Committee;

ii.Discuss with the Auditor the overall scope and plans for the audit including the adequacy of staffing and compensation and submit to management the audit, non-audit, administrative and other fees to be paid by management on behalf of the Committee;

iii.Ascertain that both the lead and the concurring audit partners are restricted to a maximum of five consecutive years of serving in either capacity. In addition, the Committee shall ascertain that after the initial service period, both the lead and concurring partners not perform any audit services in either capacity for a minimum of five consecutive years. The Committee should also ascertain that after the initial service period, the lead partner does not step down into an engagement quality review role that would cause the lead partner to review his or her own work. Finally, the Committee shall ascertain that any partner other than the lead or concurring partner serves no more than seven consecutive years at the partner level on the MVB’s audit;

iv.Review (with management and the Auditor) the Auditor’s assessment of the adequacy of internal controls and the resolution of identified material weaknesses and reportable conditions, including the prevention or detection of management override or compromise of the internal control system. Further, the Committee shall meet separately as deemed necessary with the Auditor, without management present, to discuss the results of its examinations, or for any other reason the Committee deems necessary;



v.Work with management and the Auditor to monitor the MVB’s compliance with laws and regulations;

vi.Resolve any significant disagreements between the Auditor and management;

vii.Receive and review communications submitted by the Auditors and regulators and take appropriate actions;

viii.Require receipt from the Auditors of a formal written statement delineating all relationships between the Auditors and MVB, consistent with Independence Standards Board Standard 1, and the Committee’s responsibility for actively engaging in a dialogue with the Auditor with respect to any disclosed relationships or services that may impact the objectivity and independence of the Auditor and for taking, or recommending that the full board take, appropriate action to oversee the independence of the outside Auditor;

ix.Review the results of the annual audit, the audited financial statements included in the Form 10-K and discuss the results of the audit and any other matters required to be communicated to the Committee by the Auditor under generally accepted auditing standards, including any comments or recommendations of the Auditor;

x.Receive affirmative acknowledgement from the Auditor that it is accountable only to the Committee;

xi.Require that the Auditor review the Company’s interim financial statements prior to filing the quarterly report on Form 10-Q. Also, the Committee shall discuss the results of the quarterly review and any other matters required to be communicated to the Committee by the Auditor under generally accepted auditing standards. The chair of the Committee may represent the entire Committee for purpose of this review; and,

xii.Conduct executive sessions with the outside auditors without the presence of Management as deemed necessary, but no less than annually.

b.
Oversight of Internal Audit. With regard to internal audit activities, the Committee shall:


i.       Engage an independent certified public accountant or other qualified vendor(s) to perform routine internal audits on major risk areas;

ii.      Review and approve the scope, effectiveness and results of the MVB’s internal audit function;

iii.     Review communications submitted by the internal auditor and take appropriate actions; and,

iv.     Review incidents of internal fraud to determine their impact in relation to the financial reporting process and the overall systems of internal control.

c.

i.

Engage an independent certified public accountant or other qualified vendor(s) to perform routine internal audits on major risk areas;

ii.Review and approve the scope, effectiveness, and results of the MVB’s internal audit function;

iii.Review communications submitted by the internal auditor and take appropriate actions; and,

iv.Review incidents of internal fraud to determine their impact in relation to the financial reporting process and the overall systems of internal control.

c.
Oversight of Enterprise Risk Management Activities. With regard to enterprise risk management activities, the Committee shall:

i.Review the work of the MVB Risk Oversight Committee and the Chief Risk Officer to ensure that the MVB Financial Board is well-versed on risk issues and has the opportunity to question and provide guidance on day-to-day and long-term MVB risk management activities.

ii.Review significant financial and other risk exposures and the steps management has taken to monitor, control and report such exposures, including, without limitation, credit, market, fiduciary, liquidity, reputational, operational, fraud, strategic, technology, (data-security business-continuity risk, etc.) and risks associated with incentive compensation plans.



iii.Approve and periodically review, at least annually, MVB’s enterprise risk management program.

iv.Discuss with management and the CRO, MVB’s major risk exposures and review how management has monitored, mitigated, and controlled such exposures, including MVB’s risk assessment and risk management policies and practices.

v.Assist develop, approve, and keep current MVB’s risk appetite statement and associated identified risk tolerance levels on an annual basis or as circumstances warrant.

vi.Work in coordination with other MVB Financial Board committees and subcommittees that engage in risk management functions to ensure that there is comprehensive, coordinated enterprise risk management for MVB.

d.
Loan Review and Asset Quality Matters.With regard to loan review and asset quality matters, the Committee shall:


i.       Engage a qualified vendor to perform a periodic review of MVB’s loan portfolio to assess the quality of the MVB’s underwriting, approval function, loan documentation, account management and risk identification processes;

ii.      Review and approve the scope, effectiveness, and results of the MVB’s loan review function; and,

iii.     Review communications submitted by the outside vendor and take appropriate actions.

d.

i.

Engage a qualified vendor to perform a periodic review of MVB’s loan portfolio to assess the quality of the MVB’s underwriting, approval function, loan documentation, account management and risk identification processes;

ii.Review and approve the scope, effectiveness, and results of the MVB’s loan review function; and,

iii.Review communications submitted by the outside vendor and take appropriate actions.

e.
Oversight of Compliance and Whistleblower Matters. With regard to compliance, whistleblower and other ethics matters, the Committee shall:


i.      Ensure an effective whistleblower policy is in place and kept current to include assuring all employees and others, as applicable, are aware of the whistleblower policy and understand its purpose and process for use;

ii.     Review, process and retain any complaints or other communications received by MVB’s Chief Legal and Risk Officer, MVB’s Chief Compliance Officer, an employee of MVB or the independent external auditor regarding accounting, internal accounting controls or auditing matters;

iii.    Review, process and retain confidential, anonymous submissions – made through MVB’s third party ethics hotline or otherwise – by employees of MVB regarding questionable internal control, accounting or auditing matters;

iv.    Cause an investigation to be made into any matter brought to its attention that is within the scope of its duties, with the power to retain independent outside counsel or other professionals for this purpose if, in its judgment, that is appropriate; and,

v.      Engage independent counsel, or other advisors or experts, as it determines necessary in the performance of its duties.

i.Ensure an effective whistleblower policy is in place and kept current to include assuring all employees and others, as applicable, are aware of the whistleblower policy and understand its purpose and process for use;


ii.Review, process and retain any complaints or other communications received by MVB’s Chief Credit and Risk Officer, MVB’s Chief Compliance Officer, an employee of MVB or the independent external auditor regarding accounting, internal accounting controls or auditing matters;

iii.Review, process and retain confidential, anonymous submissions - made through MVB’s third party ethics hotline or otherwise - by employees of MVB regarding questionable internal control, accounting or auditing matters;

iv.Cause an investigation to be made into any matter brought to its attention that is within the scope of its duties, with the power to retain independent outside counsel or other professionals for this purpose if, in its judgment, that is appropriate; and,

v.Engage independent counsel, or other advisors or experts, as it determines necessary in the performance of its duties.

Further, the Committee shall have oversight responsibility for MVB’s compliance with applicable holding company, banking, ,mortgage,mortgage, insurance, broker-dealer and investment advisory laws and regulations to include reviewing the effectiveness of the system for monitoring compliance and laws and regulations and the results of management’s investigation and follow-up (including disciplinary action) of any instances of noncompliance. Among other regulations, specifically, the Committee shallprovide oversight for key banking regulations, including MVB’s compliance with Bank Secrecy Act (the “BSA”) and adherence to the Insider Borrowing Policy with all borrowings.




e.

f.

Reporting to Board of DirectorsDirectors.. The Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee. In addition, the Committee shall provide at least one written report annually to the Board of Directors describing the Committee’s::


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i.      Historical and planned activities for carrying out the Committee’s duties and responsibilities.

ii.      Appraisal of the financial reporting processes and systems of internal accounting controls.

iii.     Recommendations regarding the engagement of the Auditor.

iv.     Assessment of the adequacy of the Committee Charter.

f.

i.

Historical and planned activities for carrying out the Committee’s duties and responsibilities.

ii.Appraisal of the financial reporting processes and systems of internal accounting controls.

iii.Recommendations regarding the engagement of the Auditor.

iv.Assessment of the adequacy of the Committee Charter.

g.
Maintain Standard Operating Procedures. The Committee shall maintain standard operating procedures for documenting the activities employed by the Audit Committee during the discharge of its duties and responsibilities.


g.

h.

Oversee Proxy Report. The Committee shall oversee the preparation of the report for enclosure in the MVB proxy statement that discloses that the Committee has or has not recommended that MVB’s audited financial statement be filed with the appropriate regulatory authorities as well as appropriate oversight conclusions.


h.

i.

Audit Committee Support Position: Position.To support the Committee activities, an MVB Financial employee will assist in coordinating the required activities of the Committee, including; assisting in the selection of the external and internal auditing firms; providing the Committee with technical support related to internal and external audit work; working with the Committee Chair on Committee meeting logistics; updating, as directed by the Committee, of any policies, processes and schedules of the Committee; and reporting, regularly, on Committee matters that the MVB Financial employee oversees or coordinates on behalf of the Committee. This MVB Financial employee will report directly to the Committee, but will be managed day-to-day by the MVB Financial Chief Executive Officer.


i.

j.

Review Related Party Transactions. To review, approve and oversee any transaction between MVB and any related person (as defined in Item 404 of Regulation S-K) and any other potential conflict of interest situations on an ongoing basis, in accordance with MVB policies and procedures.

k.
Other Responsibilities.In performing its functions, undertake those tasks and responsibilities that, in its judgment, would contribute most effectively to and implement the purposes of the Audit Committee.


3.

Membership


a.

Composition of the Committee.The Committee shall consist of no fewer than three “independent” members of the Board. AAll Committee members shall satisfy the definition of “independent” under the listing standards of the Nasdaq Stock Market, Inc. or any successor thereto (“Nasdaq”) and meet the independence requirements of Rule 10A-3(b)(1) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and other applicable rules and regulations of the SEC, including the requirement that they not accept directly or indirectly any consulting, advisory, or other compensation from MVB and its subsidiaries (other than directors’ fees received in his or her capacity as a member of the Committee, the Board is not considered to be an independent member if anyor another committee of the following has occurred:Board).


i.      The member of the Board has been employed by MVB during the current year or any of the past three years;

ii.     The member of the Board is a member of the immediate family of an individual who is, or has been in any of the past three years, employed by the Bank as an executive officer;

iii.    The member of the Board is a partner in or a controlling shareholder or an executive officer of any organization to which MVB made or from which MVB received payments (other than those arising from investments in the MVB’s securities or under non-discretionary charitable contributions matching programs) from property or services that exceed 5% of the MVB’s consolidated gross revenues for that year, or $200,000, whichever is more, in any of the past three years;

iv.    The member of the Board is employed as an executive of another entity where any of MVB’s executives serve on that entity’s compensation committee;

v.     The member of the Board is or has an immediate family member who is a current  partner of the MVB’s outside auditor, or who was a partner or employee of the MVB’s outside auditor who worked on the MVB’s audit at any time during any of the past three years;

vi.    The member of the Board is an accountant, attorney, investment banker or financial advisor who provides fee bases services to MVB.

Also, to be considered independent, a member of the Committee may not, other than in his or her capacity as a member of the Committee, the board of directors, or any other board committee, accept directly or indirectly any consulting, advisory, or other compensatory fee from MVB, provided that, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with MVB (provided that such compensation is not contingent in any way on continued service); or be an affiliated person of MVB.

In addition, a member of the Committee shall not have participated in the preparation of the financial statements of the MVB during any of the last three years. Each of the members of the Committee should be able to understand fundamental financial statements, and at least one member of the Committee must have past employment experience in finance or accounting, requisite professional certification in accounting, or any other comparable experience or

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background that rises to the level of such financial sophistication, including being or having been a chief executive officer, chief financial officer, or other senior officer with financial oversight responsibilities,



to be in compliance with SEC regulations and be designated the “audit committee financial expert” as that term is defined in Item 401(e)407(d)(5)(ii) of Regulation S-B.

S-K.


Further, no director who has outstanding loans or other extensions of credit from MVB that have been identified as classified by the MVB, by any state regulator, or by the FDIC may serve as a member of the Committee during any period during which such loan or extension of credit is classified.

Moreover, the members of the Committee shall meet the requirements of MVB Governance Guidelines and such other rules and regulations as may be appropriate.


b.

Selection of Members. The members of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee.


c.

Selection of the Chair.The Chair of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee.


d.

Vacancies.Vacancies on the Committee or in the Chair shall be filled by the Board upon recommendation of the Governance Committee at the next meeting of the Board following the occurrence of the vacancy.


e.

Removal or Replacement of Members. Members of the committee may be removed or replaced, with or without cause, by a majority vote of the Board.


4.

Meetings, Minutes and Voting


a.

Meeting Schedule.The Committee will meet as often as necessary to carry out its responsibilities.The Chair, in consultation with the other members of the Committee, shall set the time, frequency andagenda of each meeting. The Committee shall not meet unless a majority of the members are present in person or telephonically and all decisions shall be by majority vote.


b.

Agendas.The Chair, in consultation with the other members of theCommittee, shall establish the Agenda of items to be addressed at each upcoming meeting of the Committee.


c.

Quorum.A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.


d.

Procedures. The Chair will preside at each meeting of the Committee. The Chair shall ensure that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee as well as to each other director in advance of the meeting. The Chair, subject to the approval of a majority of the members of the Committee, shall have the authority to change the agenda to respond to any matters that warrant attention.


e.

Voting. The Committee shall make decisions and take other actions by majority vote.


f.

Minutes. The Committee shall keep minutes of each meeting and file those minutes with the Board Secretary in a timely fashion.


5.

Reports


Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee.


6.

Advisors and Counsel; Cooperation and Reliance


The Committee shall have the resources and authority to discharge its responsibilities; and the Board shall provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board, with notification to the MVB Financial CEO.




a.

Retention of Advisors and Counsel. The Committee shall have the authority, in its sole discretion, to obtain advice and assistance from, and to retain at MVB’s expense, such administrative support,independent or outside legal counsel, accounting or other advisors and experts as the Committee determines necessary or appropriate to carry out its duties, and in connection therewith to receive appropriate funding, as determined by the Committee, from MVB, with notification to the MVB Financial CEO.


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b.

Determine Administrative Expenses. The Committee shall have the authority to determine the level and cost of separate administrative support necessary or appropriate in carrying out its duties, with MVB bearing such costs.


c.

Required Participation of Employees. The Committee shall have unrestricted access to MVB’s employees, independent auditors, and outside counsel and may require any employee of MVB or representative of MVB’s independent auditors or outside counsel to attend meetings of the Committee or to meet with any members of the Committee or representative of the Committee’s counsel, advisors, or experts.


d.

Reliance Permitted. The Committee may act in reliance upon other committees of the Board, management and other employees, MVB’s independent auditors, internal auditors, advisors and experts, as it deems necessary or appropriate.


7.

Evaluation of the Committee


The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate:


a.

Scope of Charter. Whether this Charter appropriately addresses the matters that are or should be within its scope.


b.

Quality of Committee Work. The adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board.


c.

Participation of Members and Quality of Decision Process. The manner in which they were discussed or debated, whether all members actively participated and contributed to the work of the Committee.


d.

Length and Number of Meetings. Whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.


e.

Other Appropriate Factors. Such other factors as the Committee deems relevant to the completion of its responsibilities under this Charter.


8.

Rules and Procedures


Except as expressly set forth in this Charter or the bylaws and operating agreements of MVB Financial and its subsidiaries or MVB Governance Guidelines, or as otherwise required by law or overriding regulatory rules, the Committee shall establish its own rules and procedures that are consistent with this Charter.


9.

Limitation on Responsibility


Nothing in this Charter or in a member’s service on the Committee shall increase or be deemed to increase the liability of any member of the Board under applicable state law.


10.

Annual Review of Charter


The Committee shall review this Charter at least annually and recommend to the Board for its consideration and action revisions to this Charter, as the Committee shall deem necessary or appropriate. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.


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EXHIBIT B

GOVERNANCE COMMITTEE CHARTER




MVB Financial Corp. Board of Directors

Human Resources & Compensation Committee Charter
Approved 03-20-17

1.

Purpose


The Board of Directors (the “Board”) of MVB Financial Corp. (“MVB Financial”) in fulfilling its responsibility for effective board governance of MVB Financial and its subsidiaries (herein after collectively referred to as “MVB”) has duly established the Human Resources & Compensation Committee (the “Committee”).
The Committee is established to help assure that MVB fulfills its responsibilities effectively by: (1) attending to all Human Resources issues that come before the Board; (2 reviewing and setting CEO total compensation; (3) conducting an annual CEO performance goal setting and evaluation process; (4) oversee succession planning for both emergency and future leadership, 5)approving Senior Management Team total compensation; (6) evaluating all MVB benefit plans, and (7) reviewing the compensation for non-employee Board of Directors as appropriate.

2.Responsibilities of the Committee

The following shall be recurring duties and responsibilities of the Committee in carrying out its purpose.

a.
Executive Selection. Ensure a process is in place for identification and selection of the CEO/President of MVB. This will include an annual report on potential replacements for the current CEO/President.

b.
Executive Performance Evaluation. Design and complete appropriate goal setting and performance evaluation of the CEO/President. On an annual basis, complete the evaluation of the CEO/President and provide the results as part of the consideration in determining the compensation for the CEO/President.

c.
Executive Compensation. Working with the Chair and other Board members, complete the annual review and setting of compensation for the CEO/President to include incentive, if applicable, and bonus programs. Working with the President/CEO, review the recommendations of the President/CEO regarding the compensation of all other MVB executive officers, based on the performance of such executive officers considering the goals and objectives approved by the Committee, and approve such compensation.

d.
Directors Compensation. Review the compensation practices for directors and make recommendations for changes to the full Board.

e.
Incentive Plans. Identify or design and recommend equity-based, cash or other incentive programs necessary to implement MVB’s compensation strategy or to provide incentives/bonuses for reaching designated performance benchmarks or specific goals within the strategic plan.

f.
Benefit Plans. Review and recommend competitive benefit programs in order to attract and retain top talent.

g.
Emergency Succession Plan Development. Review and update annually the MVB Emergency Succession Plan.

h.
Emergency Succession Plan Implementation. In the event of an emergency that triggers the MVB Emergency Succession Plan, monitor and provide Board oversight of the implementation of the plan in conjunction with the Board Chair and other appropriate Board members, as warranted.



i.
Succession Planning. Review and make an annual report to the Board on management succession planning, including the CEO/President. The succession planning shall include policies regarding succession in the event of an emergency or the retirement of the CEO/President.

j.
Executive Level Development. Work with the CEO/President and other identified senior management to establish additional training, education, or experience goals to assure continuing development and to address succession planning.

k.
Non-Executive Development and Succession Plan. Review at least annually with MVB leadership, including the CEO/President, its management development and specific succession planning (plan) for managers and officers below executive officer level.

l.
MVB Organization and Staffing. Review periodically, but not less than annually, MVB’s organization, staffing and planned organizational (structure) changes to assure that each supports the strategic plan, MVB’s succession planning and management development efforts.

m.
Other Duties. Perform such other duties and responsibilities as may be assigned to the Committee by the Board from time to time.

n.
Executive Compensation Program. Establish and maintain on an on-going basis an executive compensation program designed to enable MVB to attract, retain, motivate and reward executive officers to support the strategic plan.

o.
Philosophy and Objectives. The Committee shall review and approve MVB’s compensation philosophy and objectives.

p.
Say on Pay Frequency. Review with Senior Management the results of the shareholder “say on pay” advisory vote on the compensation of MVB’s executive officers. Recommend to the Board the frequency of holding a “say on pay” advisory vote on the compensation of MVB’s named executive officers: CEO/President, Chief Financial Officer, Chief Risk Officer, Chief Lending Officer and CEO, Mortgage.

q.
CD&A and Report. Review and discuss with senior management all proposed disclosures regarding executive and director compensation, including the Compensation Discussion & Analysis (“CD&A”) to be included in MVB’s Annual Report on Form 10-K and proxy statement and recommend to the Board, based on such review and discussion, whether the CD&A should be included in Form 10-K and the proxy statement, and prepare an annual report on executive compensation for including in Form 10-K and the proxy statement as required by the SEC.

r.
Employment and Other Agreements. Review and approve any employment, severance, change in control, supplemental retirement or termination arrangements with any executive officer.

s.
Clawbacks. Approve and oversee the application of MVB’s clawback, or recoupment policy.

t.
Risk Assessment. Review and discuss with senior management any disclosures relating to risk related to MVB’s compensation programs and policies in the annual proxy statement.

u.
Stock Ownership Guidelines. Monitor adherence to MVB’s share ownership guidelines for senior management and Board of Directors.

v.
Peer Group. Review competitive practices and trends in the industry to determine the adequacy of the executive compensation program, including selecting a peer group, to ensure they are competitive and supportive of MVB’s strategy.



3.Membership

a.
Composition of the Committee. The Committee shall consist of no fewer than three members of the Board. The members of the Committee shall be independent in accordance with applicable Nasdaq and SEC rules and regulations and shall meet the requirements of MVB Governance Guidelines and such other rules and regulations that may be appropriate. The Board of Directors shall consider all factors relevant to determining whether a director has a relationship to MVB which are material to that director’s ability to be independent from management in connection with the duties of a member of the Committee. Committee members will be “non-employee directors” within the meaning of the Rule 16b-3 of the Securities and Exchange Act of 1934, as amended.

b.
Selection of Members. The members of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee.

c.
Selection of the Chair. The Chair of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee.

d.
Vacancies. Vacancies on the Committee or in the Chair shall be filled by the Board upon recommendation of the Governance Committee at the next meeting of the Board following the occurrence of the vacancy.

e.
Removal or Replacement of Members. Members of the committee may be removed or replaced, with or without cause, by a majority vote of the Board.

4.Meetings, Minutes, and Voting

a.
Meeting Schedule. The Committee will meet as often as necessary to carry out its responsibilities. The Chair, in consultation with the other members of the Committee, shall set the time, frequency, and length of each meeting. The Committee may, in its discretion, delegate all or some of its duties and responsibilities to a subcommittee of the Committee.

b.
Agendas. The Chair, in consultation with the other members of the Committee, shall establish the Agenda of items to be addressed at each upcoming meeting of the Committee.

c.
Quorum. A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.

d.
Procedures. The Chair will preside at each meeting of the Committee. The Chair shall ensure that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee as well as to each other director in advance of the meeting. The Chair, subject to the approval of a majority of the members of the Committee, shall have the authority to change the agenda to respond to any matters that warrant attention. Members may waive advance notice of the agenda in writing.

e.
Voting. The Committee shall make decisions and take other actions by majority vote. The Committee may act in writing by the unanimous consent of its members.

f.
Minutes. The Committee shall keep minutes of each meeting and file those minutes with the Board Secretary in a timely fashion.






5.Report

Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee.

6.Advisors and Counsel; Cooperation and Reliance

The Committee shall have the resources and authority to discharge its responsibilities; and the Board shall provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board with notification to the MVB Financial CEO.

a.
Retention of Advisors and Counsel. The Committee shall have 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, accounting, compensation or other advisors and experts as the Committee determines necessary or appropriate to carry out its duties, and in connection therewith to receive appropriate funding, as determined by the Committee, from MVB, with notification to the MVB Financial CEO. Prior to selecting or receiving advice from counsel (other than in house counsel), or accounting, compensation or other consultants or advisors, the Committee shall take into consideration such factors as could affect the independence of such counsel, or accounting, compensation or other consultants or advisors.

b.
Determine Administrative Expenses. The Committee shall have the authority to determine the level and cost of separate administrative support necessary or appropriate in carrying out its duties, with MVB bearing such costs.

c.
Required Participation of Employees. The Committee shall have unrestricted access to MVB’s employees, independent auditors, and outside counsel and may require any employee of MVB or representative of MVB’s independent auditors or outside counsel to attend meetings of the Committee or to meet with any members of the Committee or representative of the Committee’s counsel, advisors, or experts.

d.
Reliance Permitted. The Committee may act in reliance upon other committees of the Board, management, and other employees, MVB’s independent auditors, internal auditors, advisors, and experts, as it deems necessary or appropriate.


7.Evaluation of the Committee

The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate:

a.
Scope of Charter. Whether this Charter appropriately addresses the matters that are or should be within its scope.

b.
Quality of Committee Work. The adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board.

c.
Participation of Members and Quality of Decision Process. The manner in which issues were discussed or debated, whether all members actively participated and contributed to the work of the Committee.

d.
Length and Number of Meetings. Whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.

e.
Other Appropriate Factors. Such other factors as the Committee deems relevant to the completion of its responsibilities under this Charter.



8.Rules and Procedures

Except as expressly set forth in this Charter or the bylaws and operating agreements of MVB Financial and its subsidiaries or MVB Governance Guidelines, or as otherwise required by law or overriding regulatory rules, the Committee shall establish its own rules and procedures that are consistent with this Charter.

9.Limitation on Responsibility

Nothing in this Charter or in a member’s service on the Committee shall increase or be deemed to increase the liability of any member of the Board under applicable state law.

10.Annual Review of Charter

The Committee shall review this Charter at least annually and recommend to the Board for its consideration and action revisions to this Charter, as the Committee shall deem necessary or appropriate.






EXHIBIT C




MVB Financial Corp. Board of Directors

Nominating and Corporate Governance Committee Charter
Approved 01-16-18

1.Purpose

The Board of Directors (the “Board”) of MVB Financial Corp. (“MVB Financial”) in fulfilling its responsibility for effective board governance of MVB Financial and its subsidiaries (herein after collectively referred to as “MVB”) has duly established the Nominating and Corporate Governance Committee (the “Committee”). The Committee is appointed to help assure that MVB fulfills the responsibilities effectively by: (1) helping MVB to create and maintain an appropriate board and committee structure; (2) by assessing the skills, experience, and backgrounds necessary to effectively staff MVB boards and committees; (3) by identifying and nominating individuals qualified to become Board members, (4) by overseeing the development and updating of governance and ethics policies for MVB; (4)(5) by leading MVB in periodic assessments of the operation of MVB boards and committees and the contributions of the members, and (5)(6) by monitoring of the implementation of MVB governance policies and practices.


2.

Responsibilities of the Committee


a.

MVB Governance GuidelinesGuidelines.. Work with the Board and MVB management in developing MVB’s governance guidelines to include a periodic review process of the governance guidelines to ensure the accountability and effectiveness of MVB Boards, taking into account changes in the relevant laws and current trends in governance practices.


b.

General MVB Matters and PracticesPractices.. Oversee the general company matters and practices of MVB, including recommendations of amendments to respective certificate or articles of incorporation and Bylaws, annual stockholder meeting matters (including review of any stockholder proposals), recommendations of amendments to MVB’s change in control plan, review of MVB’s Code of Conduct, Corporate Conduct Policy, Conflict of Interest and other internal policies as the Committee deems appropriate.


c.

Board Member Selection Criteria and Procedures.Develop and maintain criteria and procedures for the identification and recruitment of candidates for election to serve as directors of MVB Boards, and the establishing of qualification criteria for director candidates as set forth in the appropriate bylaws.


d.

Board Nominees.Identify and recommend to the Board individuals qualified to become Board members, including consideration of the performance of incumbent directors in determining whether to nominate them for re-election. The Committee shall also recommend to the Board director nominees where a vacancy is created due to death, resignation, retirement or removal of a Director, or any other such reason.


e.

Board Retirement Policy. Make recommendations on the retirement policy of Board members.


f.

Board Committee Structure.Periodically review and recommend appropriate changes to the overall and committee structure of the MVB Boards.


g.

Board Effectiveness and Composition.Study and review with the Board the overall effectiveness of the organization of the Board and conduct of its business, and make appropriate recommendations to the Board with regard thereto on an annual basis. The review shall include the requisite skills and characteristics of Board members as well as the composition of the Board as a whole, as well as consideration of age, diversity, experience, and skills in the context of the needs of the Board.




h.

Committee Appointments. Review and recommend to the Board annually the directors to be selected for membership on the various Board committees, and the responsibilities, organization and membership of existing and creation of new Board committees, excluding special purpose committees established by the Board of Directors.


i.

Board Meeting Frequency. Consider the adequacy of the number of Board meetings per year.


j.

Board Leadership. The Committee is responsible for overseeing that Board leadership is in place. Regarding Board leadership, the Board has no policy with respect to the separation of the offices of Chair and Chief Executive Officer (CEO). The Board believes that this issue is part of the succession planning process and that it is in the best interests of MVB for the Board to make such a determination when it annually elects its Chair or when circumstances arise that may require such action.


k.

MVB Financial Board Chair. Oversee the performance evaluation of the MVB Financial Chair and recommend annually the best candidate for election to this position.


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l.

Policies and Procedures. Review and recommend to the Board for its approval a set of MVB governance principles. The Committee shall review and assess the adequacy of the MVB governance guidelines of MVB and recommend any proposed changes to the Board for approval.


m.

Annual Board Review. Lead the annual review process for the Board, Committees and Directors.


n.

Board Meeting Attendance Policy. Ensure adherence to the Board’s established meeting attendance policy.


o.

Other Duties. Perform such other duties and responsibilities as may be assigned to the Committee by the Board from time to time.


3.

Membership


a.

Composition of the Committee.The Committee shall consist of no fewer than three members of the Board. The membersEach member of the Committee shall meet the requirements ofbe independent in accordance with MVB Governance Guidelines, Nasdaq rules, and such other rules and regulations as may be appropriate.applicable.


b.

Selection of Members.The members of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee.


c.

Selection of the Chair.The Chair of the Committee shall be appointed annually by the Board on the recommendation of the Governance Committee.


d.

Vacancies.Vacancies on the Committee or in the Chair shall be filled by the Board upon recommendation of the Governance Committee at the next meeting of the Board following the occurrence of the vacancy.


e.

Removal or Replacement of Members.Members of the committee may be removed or replaced, with or without cause, by a majority vote of the Board.


4.

Meetings, Minutes, and Voting


a.

Meeting Schedule.The Committee will meet as often as necessary to carry out its responsibilities. The Chair, in consultation with the other members of the Committee, shall set the time, frequency and length of each meeting.


b.

Agendas.The Chair, in consultation with the other members of theCommittee, shall establish the Agenda of items to be addressed at each upcoming meeting of the Committee.




c.

Quorum.A majority of the members of the Committee present in person or by means of a conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other shall constitute a quorum.


d.

Procedures.The Chair will preside at each meeting of the Committee. The Chair shall ensure that the agenda for each upcoming meeting of the Committee is circulated to each member of the Committee as well as to each other director in advance of the meeting. The Chair, subject to the approval of a majority of the members of the Committee, shall have the authority to change the agenda to respond to any matters that warrant attention.


e.

Voting. The Committee shall make decisions and take other actions by majority vote.


f.

Minutes. The Committee shall keep minutes of each meeting and file those minutes with the Board Secretary in a timely fashion.


5.

Report


Reports of meetings of the Committee shall be made to the Board at its next regularly scheduled meeting following the Committee meeting accompanied by any recommendations to the Board approved by the Committee.


6.

Advisors and Counsel; Cooperation and Reliance


The Committee shall have the resources and authority to discharge its responsibilities; and the Board shall provide appropriate funding, as determined by the Committee, in its capacity as a committee of the Board with notification to the MVB Financial CEO.


a.

Retention of Advisors and Counsel. The Committee shall have 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, accounting or other advisors and experts as the Committee determines necessary or appropriate to carry out its duties, and in connection therewith to receive appropriate funding, as determined by the Committee, from MVB, with notification to the MVB Financial CEO.


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b.

Determine Administrative Expenses. The Committee shall have the authority to determine the level and cost of separate administrative support necessary or appropriate in carrying out its duties, with MVB bearing such costs.


c.

Required Participation of Employees. The Committee shall have unrestricted access to MVB’s employees, independent auditors, and outside counsel and may require any employee of MVB or representative of MVB’s independent auditors or outside counsel to attend meetings of the Committee or to meet with any members of the Committee or representative of the Committee’s counsel, advisors, or experts.


d.

Reliance Permitted. The Committee may act in reliance upon other committees of the Board, management and other employees, MVB’s independent auditors, internal auditors, advisors and experts, as it deems necessary or appropriate.


7.

Evaluation of the Committee


The Committee shall, on an annual basis, evaluate its performance under this Charter. In conducting this review, the Committee shall evaluate:


a.

Scope of Charter.Whether this Charter appropriately addresses the matters that are or should be within its scope.


b.

Quality of Committee Work.The adequacy, appropriateness and quality of the information and recommendations presented by the Committee to the Board.




c.

Participation of Members and Quality of Decision Process.The manner in which issues were discussed or debated, whether all members actively participated and contributed to the work of the Committee.


d.

Length and Number of Meetings.Whether the number and length of meetings of the Committee were adequate for the Committee to complete its work in a thorough and thoughtful manner.


e.

Other Appropriate Factors.Such other factors as the Committee deems relevant to the completion of its responsibilities under this Charter.


8.

Rules and Procedures


Except as expressly set forth in this Charter or the bylaws and operating agreements of MVB Financial and its subsidiaries or MVB Governance Guidelines, or as otherwise required by law or overriding regulatory rules, the Committee shall establish its own rules and procedures that are consistent with this Charter.


9.

Limitation on Responsibility


Nothing in this Charter or in a member’s service on the Committee shall increase or be deemed to increase the liability of any member of the Board under applicable state law.


10.

Annual Review of Charter


The Committee shall review this Charter at least annually and recommend to the Board for its consideration and action revisions to this Charter, as the Committee shall deem necessary or appropriate.

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EXHIBIT C

2016 ANNUAL EXECUTIVE PERFORMANCE INCENTIVE PLAN

Guidelines for Annual Awards

1.

Purpose

The purpose of the Annual Executive Performance Incentive Plan (the “Plan”) for MVB Financial Corp. (“MVB”) is to promote the interests of MVB and its shareholders by:

a.

attracting and retaining executives of outstanding ability;

b.

incentivizing such individuals, by means of performance-related goals; and

c.

enabling such individuals to participate in the growth and financial success of MVB.

2.

Plan Scope

These Guidelines cover the Plan only and do not address other compensation, benefits or other incentive plans in place at MVB.  The Plan is administered on an annual basis corresponding to MVB’s fiscal year (January-December).  At the start of each year, an updated Plan shall be submitted to MVB’s Board of Directors for approval by its Human Resources and Compensation Committee (“Committee”).  The Plan is overseen and monitored by MVB’s Human Resources Department.

3.  Plan Participation Eligibility

On an annual basis, the CEO recommends the Executives who will be eligible for the Plan (“Named Executives”), subject to final approval by MVB’s Board of Directors. Once the annual Plan is approved, each Named Executive will receive written notification and a copy of the given year’s Plan reflecting his or her requirements and potential incentive payout levels.  The CEO is eligible to participate in the plan.

MVB Team Members who participate in a commission-based incentive plan (Mortgage Loan Officers/Mortgage Loan Manager) or any other MVB incentive plan (other than the MVB Financial Corp. 2015 Stock Incentive Plan), will not be eligible for this Plan. 

4.  Plan Design

The Plan has been designed using industry best practices aligned with MVB’s strategic planning and performance benchmark targets.  There are several components to the design with different criteria and weightings applied to ensure the Plan is stringent yet achievable and that it is an effective incentive to garner high performance in all areas of MVB operations.

a.

Annual Executive Incentive Plan Performance Requirements and Payout Matrix

As part of the annual review and approval of the Plan, the CEO will provide the Committee with detailed Performance Requirements and a Payout Matrix (“Plan Matrix”) which establishes for each Named Executive the given year’s performance measurements and associated weightings used to determine individual incentive compensation payouts.  The Committee shall annually establish similar detailed Performance Requirements and a Plan Matrix for the CEO.

In addition, the Plan Matrix will reflect the payout ratios based on actual performance targets and percentage breakdowns (weights) regarding the Named Executive’s portion of potential incentive which comes from overall company performance metrics and, if applicable, from the individual’s annual personal performance evaluation.

The Plan Guidelines or the Plan Matrix, once approved, cannot be changed or modified by a verbal communication or course of dealing, but only by a written communication signed by the Committee Chairman; provided, however, that the Plan Guidelines or Plan Matrix cannot be amended with respect to qualified performance-based compensation governed by Section 4(h) hereof unless such amendment complies with said Section 4(h).

b.

Key Criteria for Incentive Payout Activation

The following are set criteria that must be met fully or no incentive payout is made:

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By MVB – No payout to any Named Executive will be made unless MVB’s annually established Net Income goal target is met or exceeded.

By the Individual – No payout to a Named Executive will be made unless these two requirements are met:

·

Receive a “3- Meets Expectations” rating (on a 1 to 5 scale) on her or his  personal performance plan (3P) for the Plan year, AND

·

Complete his or her established education plan for the given year.

c.

Net Income Incentive Percentages and Targeted Requirements

MVB’s net income for the year will be the basis for determining the overall incentive payout levels based on the following scale:

Performance Level Against

Net Income Goal

Payout as Percent (%) of Target Incentive Opportunity

100%

     0%

125%

25%

150%

50%

200%

100%

The applicable percentage will be indicated in the Plan Matrix to be reviewed and recommended by the Committee with final approval by the MVB Board of Directors and be calculated on a prorated basis. 

The following provisions govern how the net income goal is established and used:

i.      The net income target value will be established as part of the annual strategic planning and performance benchmark activity.  The MVB Board of Directors gives final approval to the pending year’s net income goal, which becomes the net income target goal for the Plan.

ii.     The net income goal for the calendar year may be further adjusted to reflect extraordinary events or circumstances affecting MVB or its business, which render such a goal unattainable. 

iii.    As shown in the above table, reaching 100% or falling short of the net income goal will result in no incentive payout for any Named Executive.

d.

Plan Governance & Authorization

The following provisions cover how the Plan and Plan Matrix will be governed and implemented:

i.      MVB Board of Directors may, at their sole discretion, waive, change or amend the Plan and the as it deems appropriate; provided, however, that the Committee shall have the sole discretion to amend this Plan with respect to “performance-based compensation” under Section 4(h) hereof, and no amendment of the Plan with respect to performance-based compensation shall be effective until approved by the shareholders of MVB.

ii.     The Committee, working on behalf of the MVB Board of Directors, will clarify, interpret and resolve any ambiguity as to the meaning of any terms or provisions of this Plan or annual Plan Matrix or any questions as to the correct interpretation of any information contained therein, all of which will be final and binding.

iii.    By participating in the Plan under these Guidelines, each Named Executive agrees that such decisions, rulings and interpretations will be final and that each Named Executive will be bound by them.  Each Named Executive further agrees that if and when any circumstances arise relating to these Guidelines which are not covered by this description of the Plan, the Named Executive will be bound by the recommended decision, ruling or interpretation of the Committee.

iv.     Payment of any cash incentive under these Guidelines to any Named Executive covered is conditioned upon the written certification of the Committee that the performance goals and any other material conditions applicable to such award were satisfied.

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v.      Once the annual net income has been determined and finalized for the year, the gain share (or the difference between actual net income and target net income established by the Committee) will be split as follows:

60% of gain share retained by MVB, and

40% of gain share set aside to fund MVB’s 3 performance incentive plans (Sr. Executive,Jr. Executive, and Corporate).

This 40% portion will be divided as follows among the 3 performance incentive plans:

70% to the Sr. Executive and Jr. Executive Plans

30% to the Corporate Plan.

vi.    The Committee will retain the discretion to decrease, but not increase, the amount of any cash incentive otherwise payable to any Named Executive in accordance with the applicable performance formula described above.

e.

Performance Benchmarks Development & Use

A set of performance measurements, beyond the net income goal, will be used in the Plan.  The final performance metric and its targeted value for the given year Plan will be found on the Plan Matrix.  Each Named Executive will have a series of selected performance metrics designated as part of his or her performance criteria to reach or exceed during the Plan year.  For each such performance metric, a weight will be assigned to equal 100% across the total metrics determined for the Named Executive.  The following are the prime performance metrics deployed in the Plan Matrix (subject to change from year to year):

Net Income

Core Deposits (Net Growth)

Efficiency Ratio

Net Interest Margin

Loan Concentration

f.

Allocation of Performance Payout Weights between Performance Metrics and Personal Performance

Four incentive percentage split tiers will be used based upon job position levels within MVB.  The Plan Matrix will indicate the designated tier for each Named Executive.  The tier weighting ratios will be used in calculating the incentive payouts as follows:

Incentive Tier

Performance Metric(PM)/Personal Performance (PP)Weighting

1

60% PM - 40% PP

2

80% PM -  20% PP

3

90% PM - 10% PP

4

100% PM Bank*

*Subject to additional Plan guidelines set forth below.

g.

Payment and Tax Considerations

The following are considerations regarding payment and associated taxes based on the Plan design:

i.      Awards will be paid in a separate payroll before the end of the first quarter following the Plan Year or as soon as possible after the annual audit or certification of the year-end financial statement is complete. 

ii.     All award payments under these Guidelines are considered supplemental pay and will be taxed as such.  Appropriate withholding and deductions will be taken from such payments.  Percentages will be rounded to the nearest 1/10 of a percent (for example, 10.3%) and the total amount of award will be rounded up to the nearest whole dollar.

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iii.     The amount of a Named Executive’s earnings for the calendar year which have actually been paid to the Named Executive will be used in determining the amount of incentive payout calculation.  This calculation excludes the salary elements for any award payments issued during the calendar year.

h.

Qualified Performance-Based Awards

i.      This Section 4(h) is intended to qualify any compensation paid under the Plan to Covered Employees (as hereinafter defined) as “qualified performance-based compensation” within the meaning of Treasury Regulation section 1.162-27(e)(1).  Accordingly, the provisions of this Section 4(h) shall apply to awards made under this Plan to Covered Employees, notwithstanding any provision or term of this Plan to the contrary, and with respect to Covered Employees, any provision hereof that conflicts with this Section 4(h) shall be null and void and of no force and effect when applied to such persons.  To the extent that the provisions of this Plan do not conflict with this Section 4(h), they will govern the treatment of awards under this Plan, including with respect to Covered Employees.

ii.     For purposes of Section 4(h), the following definitions shall apply:

a.

Covered Employee.  The term “Covered Employee” means an employee of MVB who is a “Covered Employee” within the meaning of Section 162(m) of the Code.

b.

Performance-Based Award.  The term “Performance-Based Award” means any award granted pursuant to this Plan that is granted to a Covered Employee that is intended to qualify as “performance-based compensation” under Section 162(m) of the Code and the regulations promulgated thereunder

c.

Performance Criteria.  The term “Performance Criteria” means the criteria that the Committee selects for purposes of establishing the Performance Goal or Performance Goals for an individual for a Performance Cycle. The Performance Criteria (which shall be applicable to the organizational level specified by the Committee, including, but not limited to, the MVB or a unit, division, group, or Subsidiary of MVB) that will be used to establish Performance Goals are limited to the following: total shareholder return, earnings before interest, taxes, depreciation and amortization, net income (loss) (either before or after interest, taxes, depreciation and/or amortization), changes in the market price of the stock of MVB, economic value-added, funds from operations or similar measure, sales or revenue, acquisitions or strategic transactions, operating income (loss), cash flow (including, but not limited to, operating cash flow and free cash flow), return on capital, assets, equity, or investment, return on sales, gross or net profit levels, productivity, expense, margins, operating efficiency, customer satisfaction, working capital, earnings (loss) per share of stock of MVB, sales or market shares and number of customers, any of which may be measured either in absolute terms or as compared to any incremental increase or as compared to results of a peer group. The Committee may appropriately adjust any evaluation performance under a Performance Criterion to exclude any of the following events that occurs during a Performance Cycle: (i) asset write-downs or impairments, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reporting results, (iv) accruals for reorganizations and restructuring programs, (v) any extraordinary non-recurring items, including those described in the Financial Accounting Standards Board’s authoritative guidance and/or in management’s discussion and analysis of financial condition of operations appearing MVB’s annual report to stockholders for the applicable year, and (vi) any other extraordinary items adjusted from MVB’s U.S. GAAP results.

d.

Performance Cycle.  The term “Performance Cycle” means one or more periods of time, which may be of varying and overlapping durations, as the Committee may select, over which the attainment of one or more Performance Criteria will be measured for the purpose of determining a grantee’s right to and the payment of an award, the vesting and/or payment of which is subject to the attainment of one or more Performance Goals. Each such period shall not be less than twelve (12) months.

e.

Performance Goals.  The term “Performance Goals” means, for a Performance Cycle, the specific goals established in writing by the Committee for a Performance Cycle based upon the Performance Criteria.

iii.     Before becoming effective, this Plan shall be approved by the shareholders of MVB.

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iv.    The Committee shall designate any award payable to a Covered Employee under this Plan as a Performance-Based Award, provided that said Performance-Based Award shall be payable only upon the attainment of Performance Goals that are established by the Committee and related to one or more of the Performance Criteria, in each case on a specified date or dates or over any period or periods determined by the Committee.  The Committee shall define in an objective fashion the manner of calculating the Performance Criteria it selects to use for any Performance Cycle. Depending on the Performance Criteria used to establish such Performance Goals, the Performance Goals may be expressed in terms of the overall performance of MVB or the performance of a division, business unit, or an individual. Each Performance-Based Award shall comply with the provisions set forth below.  The Committee may use the performance benchmarks and Plan Matrix of Sections 4(c), (e), and (f) of the Plan, provided that the use of such performance benchmarks and Plan Matrix complies with the provisions of this Section 4(h).

v.     With respect to each Performance-Based Award granted to a Covered Employee, the Committee shall select, within the first ninety (90) days of a Performance Cycle (or, if shorter, within the maximum period allowed under Section 162(m) of the Code) the Performance Criteria for such grant, and the Performance Goals with respect to each Performance Criterion (including a threshold level of performance below which no amount will become payable with respect to such Performance-Based Award). Each Performance-Based Award will specify the amount payable, or the formula for determining the amount payable, upon achievement of the various applicable performance targets. The Performance Criteria established by the Committee may be (but need not be) different for each Performance Cycle and different Performance Goals may be applicable to Performance-Based Awards to different Covered Employees.

vi.     Following the completion of a Performance Cycle, the Committee shall meet to review and certify in writing whether, and to what extent, the Performance Goals for the Performance Cycle have been achieved and, if so, to also calculate and certify in writing the amount of the Performance-Based Awards earned for the Performance Cycle for each Covered Employee.

vii.    Notwithstanding any statement or provision in this Plan to the contrary, and irrespective of what amount of incentive compensation the formulas and provisions of this Plan would otherwise require to be paid to a Covered Employee, the maximum Performance-Based Award payable to any one Covered Employee under the Plan for a calendar year is $1,000,000.

5.

Final Payout Eligibility Requirements

The following are conditions which regulate the payout of any incentive compensation:

a.

A Named Executive must be classified as a regular and full-time employee for the entire calendar year and be of active status in order to receive payment.

b.

A Named Executive must be hired and on the active payroll as full-time as of the first business day after October 1 of the applicable calendar year in order to participate during that calendar year and will be paid at a prorated payout amount.

c.

If a Named Executive, who was previously eligible for another MVB-based incentive plan, is promoted to a position eligible for the Plan, he or she will be eligible for a prorated payout based on both plans’ criteria. 

d.

A Named Executive on leave of absence, regardless of type, will receive the incentive payment only upon return to regular, full-time, active status; provided, however, that Named Executive on military leave will be issued payment at the time incentive checks are issued even if they have not returnedto regular, full-time, active status at that time.

6.

Additional Plan Payout Conditions

a.

In the event of major economic changes, catastrophic events, or any other circumstances not contemplated by MVB (but subject to the rules described above relating to Qualified Performance-Based Awards), the MVB Board of Directors, working through its Human Resources and Compensation Committee, reserves the right to alter, amend or terminate these Guidelines and any awards hereunder.

b.

In the event MVB restates its financial results within twelve (12) months of the payment of an award under these Guidelines due to material non-compliance with any financial reporting requirements of the federal securities laws as a result of a Named Executive’s intentional “misconduct” (as determined by the members of the MVB), the Named Executive will reimburse MVB the difference between the amount of the award

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actually awarded and the amount of the award such an executive officer would have received had the amount of the award been calculated based on the restated financial statements. 

c.

The altering, inflating, and/or inappropriate manipulation of performance/financial results or any other infraction of recognized ethical business standards, will subject the Named Executive to disciplinary action up to and including termination of employment. In addition, any award as provided by the Plan to which the Named Executive would otherwise be entitled will be revoked.

d.

A Named Executive who has willfully engaged in any activity injurious to MVB will forfeit any award earned during the award period in which the activity occurred.

e.

Regarding acquisitions/mergers, end of year goals or expenses will not be adjusted.  MVB will not gain net income credit nor will deduct the cost of the acquisition/merger from expenses before final payout is made.

7.

Employment Status Changes and Retirement

a.

Except as set forth below, a Named Executive whose employment with MVB ends for any reason, other than death, prior to the issuance of incentive, will forfeit any incentive he or she otherwise would have been entitled to receive.

b.

A Named Executive who dies or whose employment ends due to disability or retirement after the end of the calendar year, but before the issuance of the incentive, will not forfeit the incentive which the Named Executive would have otherwise been entitled to receive.

c.

A Named Executive who dies or whose employment ends due to disability during a calendar year will participate on a prorated basis in the incentive program based upon the number of weeks of employment with MVB during such year.

d.

A Named Executive whose employment ends due to retirement during a calendar year will participate on a prorated basis in the incentive program based upon the number of weeks of employment with MVB during such calendar year provided that the Named Executive’s term of employment is at least one-half of the calendar year. 

e.

A Named Executive who terminates employment due to retirement in the first half of the calendar year will not receive any incentive amounts pursuant to these Guidelines for such calendar year.

f.

These Guidelines do not in any manner restrict the right of MVB or the Named Executive to end employment at any time, for any reason, with or without cause.

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Proxy Card 2016 FINAL

. Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 11:59 a.m., Eastern Standard Time, on May 16, 2016. Vote by Internet • Go to www.investorvote.com/MVBF • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR Proposals 2 – 4. 1. Election of Directors: + For Withhold For Withhold 01 – H. Edward Dean, III 02 – J. Christopher Pallotta For Against Abstain ForAgainst Abstain 2. To approve a non-binding advisory proposal on the compensation of the Named Executive Officers. 3. To act upon a proposal to approve the 2016 Annual Executive Performance Incentive Plan for the executive officers of MVB. 4. To ratify the appointment of Dixon Hughes Goodman, LLP as the independent registered accounting firm for MVB for the year 2016. 5. Any other business which may properly be brought before the meeting or any adjournment thereof. B Non-Voting Items Change of Address — Please print your new address below. Comments — Please print your comments below. Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. C Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. + 1 U P X 02C22B Annual Meeting Proxy Card X IMPORTANT ANNUAL MEETING INFORMATION

Proxy Card 2016 FINAL

. q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q Proxy — MVB Financial Corp. Notice of 2016 Annual Meeting of Shareholders MVB Bank office 400 Washington St., East - Charleston, WV 25301 Proxy Solicited by Board of Directors for Annual Meeting — May 17, 2016 KNOW ALL PERSONS BY THESE PRESENTS, That the undersigned shareholder(s) of MVB Financial Corp. (“MVB”), Fairmont, West Virginia, does (do) hereby nominate, constitute and appoint Lisa J. McCormick and Brian Mostellar or any of them, with full power to act as my (our) true and lawful attorney with full power of substitution for me (us) to vote all the Common Stock of MVB standing in my (our) name on its books at the close of business on March 28, 2016, at the Annual Meeting of Shareholders of MVB to be held at the MVB Bank office, 400 Washington St., East - Charleston, WV on May 17, 2016, at 10:00 a.m., and at any and all adjournments of said meeting, with all the powers the undersigned would possess if personally present, as follows: Lisa McCormick, Brian Mostellar, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Stockholders of MVB Financial Corp. to be held on May 17, 2016 or at any postponement or adjournment thereof. Shares represented by this proxy will be voted as indicated by the stockholder. If no such directions are indicated, the Proxies will have authority to vote FOR Proposal 1, Election of Directors, FOR Proposal 2, To approve a non-binding advisory proposal on the compensation of the Named Executive Officers, FOR Proposal 3, To act upon a proposal to approve the 2016 Annual Executive Performance Incentive Plan for the executive officers of MVB and FOR Proposal 4, To ratify the appointment of Dixon Hughes Goodman, LLP as the independent registered accounting firm for MVB for the year 2016. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting. (Items to be voted appear on reverse side.)