DEF: MVB Financial Corp. Announces 2025 Annual Meeting of Shareholders, Proxy Statement Details Key Proposals

MVB Financial Corp. will hold its 2025 Annual Meeting of Shareholders via live webcast on May 20, 2025, to vote on director elections, executive compensation, and other important matters.

Summary

• MVB Financial Corp. will hold its 2025 Annual Meeting of Shareholders via live webcast on May 20, 2025.
• Shareholders of record as of March 26, 2025, are entitled to vote.
• The meeting will address the election of two director nominees, an advisory vote on executive compensation, a vote on the frequency of say on pay, and the ratification of Forvis Mazars, LLP as the company's independent registered public accounting firm for 2025.
• The Board recommends voting for all director nominees, for the approval of executive compensation, for holding the say on pay vote every one year, and for the ratification of Forvis Mazars, LLP.
• As of the record date, there were approximately 12,950,295 shares of the Company's voting common stock outstanding.

Sentiment

Score: 6

Explanation: The document presents a mixed sentiment. While it highlights positive aspects like strong capital ratios and strategic initiatives, it also acknowledges challenges such as declining core deposits and below-average shareholder returns. The outlook is cautiously optimistic.

Positives

• Seven of the eight directors are independent, ensuring strong oversight.
• The Board has a diverse composition, bringing a wide range of expertise.
• The Compensation Committee engages an independent compensation consultant.
• The company has stock ownership guidelines for directors and executive officers, aligning their interests with shareholders.
• The annual incentive plan payout for 2024 was at 102.67% of target, indicating strong performance.
• MVB continues to benefit from an enviable core funding base, driven by a concentration in noninterest-bearing deposits, which represent 35% of our total deposit funding.
• MVBs 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 11.2%, 15.1%, 15.8%, and 9.7%, respectively, as of year-end 2024.

Negatives

• No payout was earned for performance-based RSUs awarded in 2022 for the period from 2022 to 2024 reflecting our below average shareholder returns over the three-year period.
• Total Core Deposits fell by $116.8 million in 2024, reflective of challenging environment for growing deposits resulting in no payout for this metric.

Risks

• The document mentions potential risks associated with lending, depository, and investing activities.
• The company is subject to claims, lawsuits, and investigations in the ordinary course of business, which can be expensive and disruptive.

Future Outlook

The document expresses optimism regarding political, economic, and regulatory policy shifts, which are expected to create a more favorable environment for the company.

Management Comments

• Larry F. Mazza, Chief Executive Officer, builds strong professional partnerships through his philosophy of love, trust and commitment.
• MVB President Don Robinson is one of the three leaders who have been involved in the GameChanger program since day one.
• GameChanger founder and executive director Joe Boczek emphasized that this initiative demonstrates GameChanger and MVB Banks ongoing commitment to educating West Virginia students about the dangers of opioids, substance misuse, and deadly fentanyl.
• I am so pleased with the results GameChanger continues to achieve, not only in our schools but in our communities as well, said MVB President Don Robinson.

Industry Context

The document highlights MVB's strategic focus on payments and fintech partnerships, reflecting a broader trend in the financial services industry towards digital innovation and collaboration.

Comparison to Industry Standards

• The document compares MVB's CEO pay ratio to its peer group, noting that MVB is just above the median.
• The peer group includes companies like Blue Ridge Bankshares, Inc., Heritage Commerce Corp., and Pathward Financial, Inc.

Management Changes

Legal Proceedings

• 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.

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.

Stakeholder Impact

• The document discusses the impact of MVB's activities on shareholders, team members, clients, and communities.
• The company's social impact initiatives are highlighted, demonstrating its commitment to these stakeholders.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when making future decisions.

Key Dates

Keywords

proxy statement, annual meeting, executive compensation, board of directors, corporate governance, financial performance, MVB Financial Corp, shareholders, directors, audit committee