DEF 14A: MVB Financial Corp. Announces 2024 Annual Meeting of Shareholders

MVB Financial Corp. will hold its 2024 Annual Meeting of Shareholders via live webcast on May 21, 2024, to vote on director elections, executive compensation, and the ratification of the independent accounting firm.

Summary

• MVB Financial Corp. is holding its Annual Meeting of Shareholders on May 21, 2024, via live webcast.
• Shareholders of record as of March 27, 2024, are entitled to vote.
• The meeting will address the election of three director nominees, an advisory vote on executive compensation, and the ratification of FORVIS, LLP as the independent registered public accounting firm for 2024.
• The Board of Directors recommends voting for all director nominees, the approval of executive compensation, and the ratification of FORVIS, LLP.
• The proxy materials are available online at www.investorvote.com/MVBF.
• As of the record date, there were approximately 12,840,883 shares of the Company's voting common stock outstanding.

Sentiment

Score: 7

Explanation: The document presents a generally positive outlook, highlighting solid financial performance and strong corporate governance. While there are some challenges noted, the overall tone suggests stability and growth.

Positives

• MVB's corporate governance structure fosters principled actions and effective decision-making.
• Eight of the nine directors are independent.
• Three of the nine directors are diverse (three females).
• The Board has a wide range of expertise and a balanced director tenure.
• The executive compensation program is designed to motivate and reward exceptional performance.
• Short-term incentive opportunities are capped and tied to key measures of overall Company performance.
• Shareholders have indicated strong support for the executive compensation program in the past, with 91.53% of votes cast in favor at the 2023 Annual Meeting.
• MVB's capital position was solid, as evidenced by Community Bank Leverage Ratio, Tier 1 Risk-Based Capital Ratio, MVB Banks Total Risk-Based Capital Ratio, and our tangible common equity to tangible assets ratio of 10.5%, 14.4%, 15.1%, and 8.6%, respectively, as of year-end 2023.

Negatives

• Total Noninterest Income fell from $44.7 million in 2022 to $33.9 million in 2023, falling below the threshold level of performance and resulting in no payout for this metric.
• Total Noninterest Expense fell from 123.8 million in 2022 to $120.0 million in 2023, falling slightly below the target performance level resulting in a payout of 90% of target.
• 2021-2023 Performance-based RSUs Results Return on Assets and relative TSR performance for the three-year period from 2021-2023 both narrowly missed the threshold performance goal resulting in no payout for performance-based RSUs awarded in 2021 for the period from 2021 to 2023 and reflecting our below average shareholder returns in 2023 .

Risks

• The document mentions that the date, time, or location of the Annual Meeting may change based on MVB's facts and circumstances.
• The company acknowledges that litigation, in general, and intellectual property and securities litigation, in particular, can be expensive and disruptive to normal business operations.
• 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.

Future Outlook

The document does not contain a specific future outlook, but it does mention that the Board will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board in future years.

Management Comments

• Larry F. Mazza, Chief Executive Officer, encourages shareholders to carefully review the Proxy Statement and promptly vote their shares.
• MVB's Purpose is to be Trusted Partners on the Financial Frontier, Committed to Your Success.
• MVB upholds its core values of Love, Trust, Commitment, Adaptability, and Teamwork.
• MVB remains committed to maintaining and growing its culture by leveraging its purpose, values, and associated behaviors.

Industry Context

MVB's strategic evolution and diversification of revenue streams have proven crucial in navigating market disruptions, particularly the industry challenges faced in 2023. The company's higher concentration of noninterest-bearing deposits, driven by its position in online gaming and Fintech, differentiates it from traditional banks.

Comparison to Industry Standards

• MVB's total shareholder return in 2023 was 5.5% compared to (6.2)% for the SPDR S&P Regional Banking ETF (KRE).
• Growth in tangible book value per share for the year was 10.8% compared to 11.6% for all publicly traded banks.
• Noninterest bearing deposits measured 41% at MVB at year-end 2023 compared to 25% for bank industry peers.
• The balance sheet loan to deposit ratio stood at 79.9% at year-end 2023 as compared to 88.2% for all public banks.
• Average available-for-sale investment securities measured 10.0% of total average assets in 2023, roughly half the concentration level of peer banks.

Related Party Transactions

• MVB and MVB Bank have, and expect to continue to have, banking and other transactions in the ordinary course of business with their 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, all on substantially the same terms as those prevailing at the time for comparable transactions with unrelated parties.
• All related-party loans require approval from the Board.

Stakeholder Impact

• The document outlines the company's commitment to its teammates, clients, communities, and shareholders through its environmental, social, and governance initiatives.
• The executive compensation program is designed to align executives' financial interests with the interests of shareholders.

Next Steps

• Shareholders are encouraged to vote their shares prior to the Annual Meeting.
• The Board will take into account the outcome of the advisory vote on executive compensation when considering future compensation decisions.
• The Board will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board in future years.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Executive Compensation, FORVIS, Shareholders, Corporate Governance, Director Nominees, Financial Performance, Risk Management, ESG