MVB Financial Corp. Files Definitive Proxy Statement (DEF 14A)

Ticker: MVBF · Form: DEF 14A · Filed: Apr 8, 2024 · CIK: 1277902

Sentiment: neutral

Topics: DEF 14A, Proxy Statement, MVB Financial Corp, Executive Compensation, Corporate Governance

TL;DR

<b>MVB Financial Corp. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

MVB FINANCIAL CORP (MVBF) filed a Proxy Statement (DEF 14A) with the SEC on April 8, 2024. MVB Financial Corp. filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024. The filing covers the fiscal year ending December 31, 2023. The company's principal executive offices are located at 301 Virginia Avenue, Fairmont, WV. MVB Financial Corp. is classified under Standard Industrial Classification code 6022 (State Commercial Banks). The filing includes data related to pension and equity award adjustments for executive and non-executive members across multiple fiscal years (2020-2023).

Why It Matters

For investors and stakeholders tracking MVB FINANCIAL CORP, this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, board nominations, and other corporate governance matters, enabling informed voting decisions. The detailed breakdown of compensation components and adjustments for various employee groups (PEO and Non-PEO) offers transparency into the company's remuneration policies.

Risk Assessment

Risk Level: low — MVB FINANCIAL CORP shows low risk based on this filing. The filing is a routine DEF 14A, indicating standard corporate disclosures rather than immediate financial distress or significant new risks.

Analyst Insight

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate strategy and governance.

Key Numbers

Key Players & Entities

FAQ

When did MVB FINANCIAL CORP file this DEF 14A?

MVB FINANCIAL CORP filed this Proxy Statement (DEF 14A) with the SEC on April 8, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by MVB FINANCIAL CORP (MVBF).

Where can I read the original DEF 14A filing from MVB FINANCIAL CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by MVB FINANCIAL CORP.

What are the key takeaways from MVB FINANCIAL CORP's DEF 14A?

MVB FINANCIAL CORP filed this DEF 14A on April 8, 2024. Key takeaways: MVB Financial Corp. filed a Definitive Proxy Statement (DEF 14A) on April 8, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company's principal executive offices are located at 301 Virginia Avenue, Fairmont, WV..

Is MVB FINANCIAL CORP a risky investment based on this filing?

Based on this DEF 14A, MVB FINANCIAL CORP presents a relatively low-risk profile. The filing is a routine DEF 14A, indicating standard corporate disclosures rather than immediate financial distress or significant new risks.

What should investors do after reading MVB FINANCIAL CORP's DEF 14A?

Review the executive compensation details and any proposed shareholder resolutions to understand potential impacts on corporate strategy and governance. The overall sentiment from this filing is neutral.

How does MVB FINANCIAL CORP compare to its industry peers?

MVB Financial Corp. operates within the commercial banking sector, providing financial services.

Are there regulatory concerns for MVB FINANCIAL CORP?

As a publicly traded company, MVB Financial Corp. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder communication and voting.

Industry Context

MVB Financial Corp. operates within the commercial banking sector, providing financial services.

Regulatory Implications

As a publicly traded company, MVB Financial Corp. is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) for shareholder communication and voting.

What Investors Should Do

  1. Analyze executive compensation packages disclosed in the proxy statement.
  2. Review any shareholder proposals and management's recommendations.
  3. Assess board member nominations and qualifications.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard annual disclosure, and does not represent a change from previous filings in terms of its nature, but provides updated information for the 2023 fiscal year.

Filing Stats: 4,561 words · 18 min read · ~15 pages · Grade level 11.2 · Accepted 2024-04-08 16:39:50

Filing Documents

Executive Compensation

Executive Compensation 32 Human Resources and Compensation Committee Report 32 Compensation Discussion and Analysis 33

Executive Compensation Tables 54

Executive Compensation Tables 54 Summary Compensation Table 54 Grants of Plan-Based Awards 56 Outstanding Equity Awards 57 Option Exercises and Stock Vesting 57 Potential Payments Upon Termination or Change in Control 58 Retirement Plans 60 CEO Pay Ratio 61 Pay Versus Performance 62 Environmental, Social, & Governance (ESG) 68 Proposals 69 Proposal No. 1 – Election of Directors 69 Proposal No. 2 – Advisory Vote to Approve Executive Compensation 70 Proposal No. 3 – Ratification of Appointment of Independent Registered Public Accounting Firm 70 Other Information 72 Audit Committee Report 72

Security Ownership of Certain Beneficial Owners and Management 72

Security Ownership of Certain Beneficial Owners and Management 72 General Information 74 MVB Financial Corp. 2024 Proxy Statement 5 Proxy Statement Summary MVB Financial Corp. ("MVB" the "Company", "we" or "our") is furnishing this Proxy Statement in connection with the solicitation by our Board of Directors (our "Board") of proxies to vote at the 2024 Annual Meeting of Shareholders (the "Annual Meeting") of MVB. The following summary provides an overview of the Annual Meeting, the proposals that will be acted on, how to vote your shares, and information about our corporate governance and executive compensation program. We encourage you to carefully review all of the important information contained in this Proxy Statement before voting. 2024 Annual Meeting of Shareholders via Live Webcast May 21, 2024 at www.meetnow.global/M648UNM) 10:00 a.m. EDT The record date for the Annual Meeting is March 27, 2024 (the "Record Date"). Only shareholders of record as of the close of business on this date are entitled to vote at the Annual Meeting. The Annual Meeting will be held via live webcast at 10:00 a.m. EDT on May 21, 2024. You will be able to participate, submit questions and vote your shares electronically during the meeting via live webcast by visiting www.meetnow.global/M649UNM . You will not be able to attend the Annual Meeting in person. Although very unlikely, please be aware that the date, time, or location of the Annual Meeting may change based on MVB's facts and circumstances. Items of Business and Voting Recommendations Proposal Recommendation of the Board Page 1 To elect to the Board of Directors the three nominees presented by the Board. FOR ALL of the nominees 69 2 To approve on a non-binding advisory basis, the compensation of our named executive officers. FOR 70 3 To ratify the appointment of FORVIS as the independent registered public accounting firm for 2024. FOR 70 How to Vote To vote online, visit www.investorvote.com/MVBF an

Executive Compensation Program Highlights

Executive Compensation Program Highlights Our executive compensation program is designed to motivate and reward exceptional performance in a straightforward and effective way, while also recognizing the size, scope, and success of MVB's business. Sound Program Design We follow clear guiding principles in the design of the compensation program for our named executive officers and are committed to sound compensation policies and practices. We achieve our objectives through compensation that we believe does not encourage unnecessary and excessive risk taking. The overall design of our compensation program and each of its three primary components listed below have remained consistent year-over-year. Annual Base Salary Fixed element of annual compensation Short-Term Incentives Short-term cash incentive with variable payout opportunities based on operating results measured against annual performance goals Long-Term Incentives Long-term equity incentives in the form of time-based and performance-based restricted stock units ("RSUs") with multi-year vesting schedules Aligned with Shareholder Interests and Company Performance Short-term incentive opportunities are capped and have challenging performance goals tied to key measures of overall Company performance. Achieved meeting the primary Earnings per Share ("EPS") trigger and above maximum performance on three of the four financial scorecard metrics resulting in a 2023 plan payout at 107.99% of target. Revised the long-term incentive plan to add a relative TSR modifier to measure all results between the 25 th and 75 th percentiles of the targeted peers. Shareholders have an annual opportunity to cast an advisory vote on the compensation of our named executive officers and have indicated strong support for our executive compensation program in the past. 91.53% of votes cast on the say-on-pay proposal at the 2023 Annual Meeting were voted in favor of the compensation paid to our named executive offi

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