FVCBankcorp, Inc.

11325 Random Hills Road, Suite 240

Fairfax, Virginia 22030

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To be held May ~~17, 2023~~15, 2024

To the Shareholders:

The Annual Meeting of Shareholders of FVCBankcorp, Inc. (the “Company”) will be held on May ~~17, 2023~~15, 2024 at 4:30 p.m. Eastern Time for the following purposes:

(1)

To elect ~~thirteen (13)~~twelve (12) persons as directors of the Company for a one year term extending until the next Annual Meeting of Shareholders and until their successors shall be duly elected and qualified;

(2)
To approve, in an advisory (non-binding) vote, the Company’s named executive officer compensation disclosed in the Proxy Statement;

(3)To approve, in an advisory (non-binding) vote, whether to hold the vote of the approval of the Company's named executive officer compensation every one, two or three years;

(4)To ratify the appointment of Yount, Hyde & Barbour, P.C., as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ended December 31, ~~2023;~~2024; and

~~(3)~~

(5)To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The meeting will be a virtual meeting held online only at ~~www.meetnow.global/MT59CY4.~~https://apps.computershare.com/MeetingsShareholderWeb/Home?Code=MM7THKN&Locale=enM7THKN. There will not be a physical meeting which you may attend. You will be able to attend the meeting online, vote your shares electronically and submit questions during the meeting by visiting the website. You will be required to enter the control number found on your proxy card or the voting instruction form you received from your bank, broker or other nominee holder in order to vote your shares during the meeting or submit questions.

Shareholders of record as of the close of business on March ~~24, 2023~~25, 2024 are entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting.

By Order of the Board of Directors

Secretary

April ~~6, 2023~~5, 2024

Please sign, date and return your proxy promptly, whether or not you plan to attend the meeting virtually through the webcast. No postage is required if mailed in the United States in the enclosed envelope. If you attend the meeting virtually through the webcast, you may, if you desire, revoke your proxy and vote your shares.If your shares are not registered in your name, you may need additional documentation from your recordholder, such as a broker, bank or other nominee, in order to vote your shares through the webcast.

FVCBankcorp, Inc.

11325 Random Hills Road, Suite 240

Fairfax, Virginia 22030

ANNUAL MEETING OF SHAREHOLDERS

Proxy Statement

INTRODUCTION

~~INTRODUCTION~~

This proxy statement is being sent to shareholders of FVCBankcorp, Inc., a Virginia corporation (the “Company”), in connection with the solicitation of proxies by the Board of Directors of the Company for use at the Annual Meeting of Shareholders to be held at 4:30 p.m. Eastern Time on May ~~17, 2023,~~15, 2024, and at any adjournment or postponement of the meeting. The purposes of the meeting are:

(1)

(2)
To approve, in an advisory (non-binding) vote, the Company’s named executive officer compensation disclosed in the Proxy Statement;

(3)To approve, in an advisory (non-binding) vote, whether to hold the vote of the approval of the Company's named executive officer compensation every one, two or three years;

(4) To ratify the appointment of Yount, Hyde & Barbour, P.C., as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the year ended December 31, ~~2023;~~2024; and

~~(3)~~

(5) To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

This proxy statement and proxy card are being sent to shareholders of the Company on or about April ~~6, 2023.~~5, 2024. A copy of our Annual Report on Form 10-K for the year ended December 31, ~~2022,~~2023, which includes our audited consolidated financial statements, also accompanies this proxy statement.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholder Meeting to be Held on May ~~17, 2023~~15, 2024

The proxy statement and the ~~Company’s~~Company's annual report on Form 10-K are available at
www.investorvote.com/FVCB

VOTING RIGHTS AND PROXIES

Voting Rights

Only shareholders of record at the close of business on March ~~24, 2023~~25, 2024 will be entitled to notice of and to vote at the meeting or any adjournment or postponement of the meeting. On that date, there were ~~17,674,688~~17,877,051 shares of our common stock, par value $0.01 per share, outstanding, held by approximately ~~448~~433 shareholders of record and ~~1,667~~1,730 beneficial shareholders. The common stock is the only class of the Company’s stock of which shares are outstanding. Each share of common stock is entitled to one vote on all matters submitted to a vote of the shareholders. Shareholders do not have the right to cumulate votes in the election of directors. The presence at the meeting, in person through participation in the webcast, or by proxy, of not less than a majority of the total number of outstanding shares of common stock is necessary to constitute a quorum.

Proxies

Properly executed proxies which are received by the Company in time to be voted at the meeting will be voted as specified by the shareholder giving the proxy. In the absence of specific instructions, proxies received will be voted FOR the election of each of the nominees for election as directors,FOR the advisory (non-binding) vote on the Company's named executive officer compensation, FOR "1 year" on thefrequency of the advisory (non-binding) vote on the Company's named executive officer compensation, and FOR the ratification of the appointment of the Company’s independent registered public accounting firm. Management does not know of any matters other than that described in this proxy statement that will be brought before the meeting. If other matters are properly brought before the meeting, the persons named in the proxy intend to vote the shares to which the proxies relate in accordance with their best judgment.

The inspectors of election appointed by the Board of Directors for the meeting will determine the existence of a quorum and will tabulate the votes cast during the meeting. Abstentions will be treated as present for purposes of determining a quorum, but as unvoted for purposes of determining the approval of any matter submitted to the vote of shareholders. If a broker, bank or other nominee holder (collectively, a “broker”) indicates that it does not have discretionary authority to vote any shares of common stock on a particular matter, such shares will be treated as present for general quorum purposes, but will not be considered as present or voted with respect to that matter. Under the rules of the New York Stock Exchange applicable to its member firms, such firms ~~will~~are not expected to vote shares on the election of directors, on the approval of the non-binding advisory vote to approve the Company's named executive officer compensation program, or on the frequency of the non-binding advisory vote to approve the Company's named executive officer compensation program, unless they receive instructions from the beneficial owners of the shares they hold. If you hold your shares through a broker, it is extremely important that you instruct the broker how to vote your shares.

It is important that you vote. If your shares are held through a broker, your broker ~~will~~may not vote your shares on important matters if you do not provide them with voting instructions.

Please sign, date, mark, and promptly return the enclosed proxy in the postage-paid envelope provided for this purpose in order to assure that your shares are voted. You may revoke your proxy at any time before it is voted at the meeting:

•

by granting a later proxy with respect to the same shares; or

•

by delivering written notice to the Secretary of FVCBankcorp, Inc., at 11325 Random Hills Road, Suite 240, Fairfax, Virginia 22030, prior to the proxy being voted; or

•

by voting online during the virtual meeting.

Participation in the virtual meeting will not, in itself, revoke a proxy. If your shares are held in the name of your broker, please see the voting form provided by your broker for additional information regarding the voting of your shares.

Many shareholders whose shares are held through a broker will have the option to submit their proxies or voting instructions electronically through the internet or by telephone. Shareholders should check the voting form or instructions provided by their broker to see which options are available. To revoke a proxy or voting instruction previously submitted electronically, a shareholder may simply submit a new proxy or voting instruction at a later date before the taking of the vote at the meeting, in which case, the later submitted proxy or instruction will be recorded and the earlier proxy or instruction will be revoked. Please note that

your broker may have an earlier deadline for submission of voting instructions than the Company has for the submission of proxies.

The enclosed proxy is being solicited on behalf of the Board of Directors of the Company. The cost of this proxy solicitation is being borne by the Company. In addition to the use of the mail, proxies may be solicited

personally by telephone, email or other electronic means of communication, by officers, regular employees or directors of the Company, who will not be compensated for any such services. Brokerage firms, fiduciaries and other custodians who forward soliciting material to the beneficial owners of shares of common stock held of record by them will be reimbursed for their reasonable expenses incurred in forwarding such material. The Company has retained Georgeson Inc., a professional proxy solicitor, for a fee of approximately $13,500, to assist it with the solicitation of proxies.

Shareholders, banks and brokers may contact Georgeson, Inc. toll free at ~~1-866-775-2705.~~1-866-357-7802.

OWNERSHIP OF COMPANY SECURITIES

Security Ownership of Directors, Executive Officersand Certain Beneficial Owners

The following table sets forth information about the beneficial ownership of our common stock as of March ~~24, 2023,~~25, 2024, for:

•

each of our directors and named executive officers individually;

•

all of our directors and executive officers as a group; and

•

each person known to us to be the beneficial owner of more than 5% of our common stock;

We have determined beneficial ownership in accordance with the rules of the Securities and Exchange Commission (“SEC”). These rules generally provide that a person is the beneficial owner of securities if such person has or shares the power to vote or direct the voting of securities, or to dispose or direct the disposition of securities, or has the right to acquire such powers within 60 days. ~~No restricted~~Restricted stock units held by our directors and executive officers that vest within 60 days of March ~~24, 2023.~~25, 2024 total 21,902 units. For purposes of calculating each person’s percentage ownership, common stock issuable pursuant to equity awards within 60 days are included as outstanding and beneficially owned for that person or group, but are not deemed outstanding for the purposes of computing the percentage ownership of any other person. Except as disclosed in the footnotes to this table, we believe that each beneficial owner identified in the table possesses sole voting and investment power over all our common stock shown as beneficially owned by the beneficial owner. The percentage of beneficial ownership is based on ~~17,674,688~~17,877,051 shares of common stock outstanding at March ~~24, 2023.~~

Name(1)

Common
Stock
Beneficially
Owned

Exercisable Options
Included in
Common Stock
Beneficially Owned

Percentage
of Class

Directors
Marc N. Duber 3,668 — *
Patricia A. Ferrick(2)
238,283 110,348 1.34%
L. Burwell Gunn 134,118 87,397 *
Meena Krishnan 18,775 — *
Scott Laughlin 209,846 70,309 1.18%
Thomas L. Patterson 214,340 70,309 1.21%
David W. Pijor(2)
733,229 292,968 4.08%
Devin Satz 209,789 70,309 1.18%
Lawrence W. Schwartz 127,406 70,309 *
Sidney G. Simmonds 129,450 70,309 *
Daniel M. Testa 259,724 82,515 1.46%
Philip R. Wills III 320,697 70,309 1.81%
Steven M. Wiltse 32,078 — *
Named Executive Officers who are not Directors
William G. Byers 98,235 67,381 *
All directors and executive officers of the Company as a group
(18 persons)
3,005,390 1,185,027 15.94%
Five percent shareholders
Nino R. Vaghi(3)
986,868 — 5.58%
Endeavor Capital Advisors, Inc.(4)
1,032,035 — 5.84%
Fourthstone LLC(5)
1,146,967 — 6.49%

25, 2024.


Name(1)	Common Stock Beneficially Owned		Exercisable Options Included in Common Stock Beneficially Owned		Percentage of Class

Directors Marc N. Duber		3,668		-		*
Patricia A. Ferrick (2)		246,857		110,348		1.37	%
L. Burwell Gunn		111,689		62,984		*
Meena Krishnan		19,400		-		*
Scott Laughlin		210,893		70,309		1.18	%
David W. Pijor (2)		732,057		292,968		4.03	%
Devin Satz		208,930		70,309		1.16	%
Lawrence W. Schwartz		82,123		45,896		*
Sidney G. Simmonds		131,122		70,309		*
Daniel M. Testa		236,983		58,102		1.32	%
Philip R. Wills III		258,990		70,309		1.44	%
Steven M. Wiltse		33,750		-		*

Named Executive Officers who are not Directors William G. Byers(3)		76,140		47,850		*

All directors and executive officers of the Company as a group (18 persons)		2,647,251		1,022,801		13.99	%

Five percent shareholders
Nino R. Vaghi (4)		986,868		-		5.52	%
Endeavor Capital Advisors, Inc.(5)		1,337,153		-		7.48	%
FJ Capital Management LLC (6)		1,283,807		-		7.18	%
BlackRock, Inc. (7)		936,687		-		5.24	%

* Percentage ownership is less than one percent of the outstanding shares of common stock.

(1)

Except for Mr. Vaghi, ~~Fourthstone~~Endeavor Capital Advisors, Inc., FJ Capital Management LLC, and ~~Endeavor Capital Advisors,~~BlackRock, Inc., the business address of each named person is c/o FVCBankcorp, Inc., 11325 Random Hills Road, Suite 240, Fairfax, Virginia 22030.

(2)

Mr. Pijor and Mrs. Ferrick are also named executive officers.

(3)
Mr. Byers retired from the Company effective March 1, 2024.

(4)Based upon information reported in a Schedule 13G filed with the SEC on October 2, 2018 by Nino R. Vaghi Foundation, Nino R. Vaghi Revocable Trust and Nino R. Vaghi. The address of each of Mr. Vaghi, the trust and the foundation is 4225 Dresden Street, Kensington, Maryland 20895. ~~The beneficially owned shares and percentage of class have been adjusted to reflect the 5-for-4 stock split declared on December 15, 2022.~~

~~(4)~~(5)

Based upon information reported in a Schedule ~~13G/A~~13G filed with the SEC on February 14, ~~2023~~2024 by Endeavor Capital Advisors, Inc., Laurence M. Austin, Mitchell J. Katz, and Jonah Marcus. The address of each of the filers is Endeavor Capital Advisors, Inc., 410 Greenwich Avenue, Greenwich, CT 06830. ~~The beneficially owned shares and percentage of class have been adjusted to reflect the 5-for-4 stock split declared on December 15, 2022.~~

~~(5)~~(6)

Based upon information reported in a Schedule 13G filed with the SEC on February ~~14, 2023~~6, 2024 by ~~Fourthstone,~~FJ Capital Management LLC, Financial Opportunity Fund LLC, and ~~Amy M. Stone.~~Martin Friedman. The address of each of the filers is ~~Fourthstone,~~FJ Capital Management LLC, ~~575 Maryville Centre~~7901 Jones Branch Drive, Suite ~~110, St. Louis, MO 63141.~~210, McLean, VA 22102.

(7)Based upon information reported in a Schedule 13G filed with the SEC on January 31, 2024 by BlackRock, Inc. The ~~beneficially owned shares and percentage~~address of ~~class have been adjusted to reflect~~ the ~~5-for-4 stock split declared on December 15, 2022.~~filer is BlackRock, Inc., 50 Hudson Yards, New York, NY 10001.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and any persons who beneficially own more than 10% of the outstanding shares of common stock, to file with the SEC, reports of ownership and changes in ownership of shares of common stock. We assist our directors and officers in this process. Based solely upon a review of Forms 3, 4, and 5 filed with the SEC during the year ended December 31, ~~2022,~~2023, we are not aware of any failure of any person to comply with the requirements of Section 16(a). There were no beneficial owners of more than 10% of our common stock of which the Company was aware during the year ended December 31, ~~2022.~~

2023.

PROPOSAL 1
ELECTION OF DIRECTORS

The Governance and Nominating Committee of the Board of Directors recommended to the Board of Directors and the Board of Directors nominated the nominees for election as directors. ~~Thirteen (13)~~Twelve (12) directors will be elected at the meeting for a one year period until the ~~2024~~2025 Annual Meeting of Shareholders and until their successors have been elected and qualified. Unless authority is withheld, all proxies in response to this solicitation will be voted for the election of the nominees listed below. Each nominee has indicated a willingness to serve if elected. However, if any nominee becomes unable to serve, the proxies received in response to this solicitation will be voted for a replacement nominee selected in accordance with the best judgment of the proxy holders named therein. Each of the nominees for election as director currently serves as a director.

Vote Required and Recommendation of the Board of Directors.Nominees receiving a plurality of the votes cast at the meeting in the election of directors will be elected as directors in the order of the number of votes received.

The following information sets forth the names, ages, principal occupations and business experience for the past five years for all nominees and incumbent directors, as well as the particular experience, qualifications, attributes or skills that led the Board to conclude that each should serve as a director.

Marc N. Duber, ~~64,~~65, joined as a director in October 2022, and has over four decades of experience in the real estate development industry. He is the executive vice president and chief operating officer of The Bernstein Companies, one of the oldest commercial real estate firms in Washington, D.C., where he began his career in 1980. Mr. Duber focuses on strategic acquisitions, ground-up developments, investments, and managing its many hotel and commercial properties. ~~Since 2019,~~ Mr. Duber ~~has~~ served as the Chairman of the Board of Trustees of his alma mater, American ~~University.~~University, from 2019 to 2023. Mr. Duber also dedicates time to many other causes in the metropolitan area, including as former Chairman of the Board at Washington Hospital Center, and as a former member of the Board of MedStar Health, Inc., the parent corporation of Washington Hospital Center where he chaired the philanthropy committee for the MedStar Georgetown University Hospital Capital Campaign.

Patricia A. Ferrick, ~~60,~~61, has served as director and President of the Company and its wholly owned subsidiary, FVCbank (the “Bank”) since June 2017, and previously served as Executive Vice President and Chief Financial Officer since the Bank’s organization in 2007. Prior to joining the Bank, Ms. Ferrick served as Executive Vice President and Chief Financial Officer at both Potomac Bank of Virginia (2004-2006) and Southern Financial Bancorp, Inc. (2000-2004). Ms. Ferrick worked for KPMG (formerly Peat Marwick) as an auditor and obtained her CPA license before serving as an internal auditor and later controller at various banks in the Washington, D.C. area. Ms. Ferrick has served as a director of the Virginia Hospital Center Medical Brigade since July 2020 and a director of the Virginia Bankers Association’s Management Services, Inc. (VBA MSI) since 2020. Ms. Ferrick served as a director of Ronald McDonald House Charities of Washington, D.C. from 2011 to 2017, and served as a director of the Virginia Association of Community Banks from 2017 to 2018.

L. Burwell Gunn, ~~77,~~78, is currently the Vice Chairman of the Board of Directors, and served as President and Vice Chairman of the Board of Directors from 2008 to 2014 and as Chief Operations Officer from 2008 until his retirement in 2014. Mr. Gunn is also the Lead Director of the Board of Directors and has served in that role since it was established in 2018. Prior to joining the Bank, he was Senior Vice President, Senior Lender and Not for Profit Division Head at Commerce Bank from 2005 to 2008 and Managing Director for Provident Bank for Metro Washington and Richmond from 2002 to 2005. Mr. Gunn founded Cardinal Financial Corporation, and has held various other senior commercial lending positions. Mr. Gunn has over 44 years of banking experience.

Meena Krishnan, ~~60,~~61, joined as a director in January 2021. Ms. Krishnan serves as President and Chief Executive Officer of Inoventures, LLC, since her founding the company in 2014. Inoventures, LLC is a business analytics firm headquartered in McLean, Virginia that assists government and commercial customers with big data, software, system integration, and cloud migration services. Since 2018, Ms. Krishnan has also served as President and Chief Executive Officer of SciMetrika, LLC, a health information technology company that is a subsidiary of Inoventures, LLC.

Scott Laughlin, ~~54,~~55, has served as a director since 2010. Mr. Laughlin has served as a board member of Arlington-based LM&O Advertising since 2002 and has been an executive of LM&O Advertising since 2008. From 2013 to 2016, Mr. Laughlin served as venture partner with Ardent Capital, a private equity firm focused on investments in Southeast Asia. He is an entrepreneur and venture investor who has participated in several notable emerging technology company successes, including LinkExchange, Zappos.com, Xythos Software and TellMe Networks.

~~Thomas L. Patterson~~, 71, has served as a director since the organization of the Bank in 2007. Mr. Patterson practiced commercial and real estate law and general business law in Virginia, Maryland, and the District of Columbia for over 30 years until his retirement in 2008. Mr. Patterson was an organizing director, board member and member of the audit committee of James Monroe Bank from 1998 until its sale to Mercantile Bankshares Corporation in 2006.

David W. Pijor, ~~70,~~71, has served as Chairman and Chief Executive Officer since the organization of the Bank in 2007, and also served as President from 2014 to 2017. Mr. Pijor was the founding Chairman of the Board of Directors of James Monroe Bank and was instrumental in guiding James Monroe Bank through all stages of its successful history, from its initial organization through its sale to Mercantile Bankshares Corporation. Prior to becoming Chairman and Chief Executive Officer, Mr. Pijor was an attorney practicing corporate and tax law in Fairfax, Virginia for over 30 years.

Devin Satz, ~~69,~~70, has served as a director since the organization of the Bank in 2007. Mr. Satz, currently retired, was the founder and, until its sale to IMS Health Incorporated in 2005, the President and Chief Executive Officer of Synchronous Knowledge, Inc., a health service research company analyzing electronic medical records for, among other clients, the U.S. Air Force. In 2016, Mr. Satz cofounded Drey Capital Group LLC to make the benefits of captive insurance available to small and mid-sized businesses.

Lawrence W. Schwartz, ~~68,~~69, has served as a director since the organization of the Bank in 2007. Mr. Schwartz is a certified public accountant who has operated CPA firms since 1984, and was a partner with PBMares LLP, an accounting and business advisory firm, and its predecessor firms from 2013 until his retirement from the firm in 2020. Mr. Schwartz was a founding director and Chair of the audit committee for BankAnnapolis and Annapolis Bancorporation from 1990 until its sale in 2013. He also served from 1997 to 2014 and again from 2018 to 2020 as an adjunct professor of accountancy at George Washington University.

Sidney G. Simmonds, ~~66,~~67, joined the Board of Directors in 2012 in connection with the Bank’s October 2012 acquisition of 1st Commonwealth Bank of Virginia, where he was Chairman of the Board of Directors. Mr. Simmonds has been President of Sid Simmonds, ~~& Klima,~~CPA, Ltd., a Certified Public Accounting firm in Arlington, Virginia since 1981. Mr. Simmonds was a Director of VHC Health, a Northern Virginia health care system from 1997-2021 and its Vice Chairman from 2000-2020. He currently serves as Chairman of the VHC Health Foundation.

Daniel M. Testa, ~~76,~~77, has served as a director since the organization of the Bank in 2007. Mr. Testa was previously the owner, President and Chief Executive Officer of TCI, a leading full service voice and data systems integration company, serving the Washington, D.C. metropolitan area since 1980 until its sale in 2016 and has since served as a consultant for TCI’s executive team. Mr. Testa has been the Chairman and Chief Executive Officer of People 2 People of D.C., LLC, an Executive Level Networking/Consulting firm since 2015.

Philip R. Wills, III (“Trey”), ~~56,~~57, has served as a director since 2010. Mr. Wills is a third generation real estate developer based in the Washington, D.C. metro area with Wills Companies where he has been Principal since its formation in 1992. Mr. Wills brings more than 30 years of real estate knowledge to the Bank. His broad range of expertise includes project financing, land development, property sales and acquisitions, leasing, property management and construction management, across all market segments.

Steven M. Wiltse, CPA, ~~66,~~68, has served as a director since 2017. Mr. Wiltse has been a retired partner of BDO USA, LLP since 2014 and previously was a partner with the public accounting firm Argy, Wiltse, Robinson, P.C., from its organization in 1991 until to its acquisition by BDO USA, LLP in November 2012. He served as a board member of Cardinal Bank from 2012 until 2017 when it was acquired by United Bank, and was also a director of EagleBank from 2010 to 2011.

~~The Board of Directors recommends that shareholders vote~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ~~each of the nominees for election to the Board of Directors.~~EACH OF THE NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS.

EXECUTIVE OFFICERS

The following information set forth the names, ages, principal occupations and business experience for the past five years for all executive officers who are not also directors. See “Proposal 1 —– Election of Directors” for information concerning Mr. Pijor and Ms. Ferrick.


Name		Age			Position
William G. Byers	62		61	Retired, former Chief Lending Officer and Executive Vice President of the Company and the Bank
Alissa M. Curry Briggs	49			Chief Lending Officer and Executive Vice President of the Company and the Bank
Jennifer L. Deacon	49		48		Chief Financial Officer and Executive Vice President of Company and the Bank
B. Todd Dempsey	66		65		Chief Operating Officer and Executive Vice President of Company and the Bank
Sharon L. Jackson	64		63		Chief Banking Officer and Executive Vice President of the Bank
Michael G. Nassy	49		48		Chief Credit Officer and Executive Vice President of the Company and the Bank

Background and Experience of Executive Officers

William G. Byers ~~serves~~served as Executive Vice President and Chief Lending Officer of the Company and the Bank. Prior to joining the Bank in 2011, Mr. Byers worked with Middleburg Bank, Wachovia Bank and Citibank in the area of commercial real estate finance. Mr. Byers retired from the Company and the Bank effective March 1, 2024.

Alissa M. Curry Briggsserves as Executive Vice President and Chief Lending Officer of the Company and the Bank. Ms. Curry Briggs joined FVCbank in 2013 as a ~~director~~Regional Lending Executive before being promoted to the Executive Director of ~~Loudoun Water.~~Commercial Real Estate. Her prior experience at Cardinal Bank, SunTrust Bank and PNC Bank included a variety of lending functions spanning commercial and industrial, government and not-for-profit banking and commercial real estate.

Jennifer L. Deacon has served as Executive Vice President and Chief Financial Officer of the Company and the Bank since 2017. Prior to joining the Company, she served as Executive Vice President and Chief Accounting Officer of Cardinal Financial Corporation, and its subsidiary, Cardinal Bank since June 2013. Ms. Deacon served in progressively senior roles at Cardinal Bank since joining that institution in 1998. Ms. Deacon is a licensed CPA.

B. Todd Dempsey currently serves as Executive Vice President and Chief Operating Officer of the Company and the Bank. A founding officer of the Bank, Mr. Dempsey oversees the support functions of the Bank including IT, deposit operations, cash management, loan operations and facilities management. During his 4344 year banking career, Mr. Dempsey served in various management and credit related functions, including as Senior Vice President, at United Bank.

Sharon L. Jackson currently serves as Executive Vice President and Chief Banking Officer of the Company and the Bank, leading the retail, digital banking, and business development ~~and cash management~~ teams. Prior to joining the Bank in 2016, Ms. Jackson held various positions with Virginia financial institutions but most recently served as Executive Vice President, Director of Business Development for MainStreet Bank from 2009 until 2016. She currently serves on the board of directors of the Central Fairfax Chamber of Commerce and on the board of Foundation Fighting Blindness. Ms. Jackson is a graduate of University of Virginia Bankers School of Bank Management and ICBA Executive Leadership Program.

Michael G. Nassy serves as Chief Credit Officer and Executive Vice President of the Company and the Bank. Prior to joining the Bank in 2012, Mr. Nassy worked at City First Bank of D.C. N.A., National Cooperative Bank, and Wachovia Bank. Mr. Nassy is responsible for setting the credit culture for the Bank and overseeing all credit-related activities and loan policies and procedures. Mr. Nassy ~~serves as an honorary~~served on the board ~~member for~~of directors of N Street Village and ~~past chair and board member for~~ The Risk Management Association.

CORPORATE GOVERNANCE AND
THE BOARD OF DIRECTORS

~~General~~

General

The business and affairs of the Company are managed under the direction of the Board of Directors in accordance with the Virginia Stock Corporation Act and our Articles of Incorporation and Bylaws. Members of the Board are kept informed of our business through discussions with the Chairman and other officers, by reviewing materials provided to them and by participating in meetings of the Board of Directors and its committees.

Board Leadership Structure

Our Board of Directors does not have a policy requiring the separation of the roles of Chairman of the Board and Chief Executive Officer. It is our Board’s view that rather than having a rigid policy, our Board of Directors, upon consideration of all relevant factors and circumstances, will determine, as and when appropriate, whether the two offices should be separate. Since our formation, the positions of Chairman and Chief Executive Officer have been combined and held by Mr. Pijor. We believe this Board leadership structure is the most appropriate because of the efficiencies achieved in having the role of Chairman and Chief Executive Officer combined, and because the detailed knowledge of our business that the Chief Executive Officer possesses greatly enhances the decision-making processes of the Board of Directors as a whole. Mr. Pijor is not considered to be “independent” under the listing requirements of The Nasdaq Stock Market, LLC (“Nasdaq”).

Because the Chairman of the Board is not an independent director, we have a separate lead independent director who organizes and presides at sessions of our independent directors. Currently, Mr. Gunn serves as our lead independent director. Consistent with Nasdaq listing requirements, the independent directors regularly have the opportunity to meet without Mr. Pijor present.

Board Oversight of Risk Management

Our Board of Directors believes that effective risk management and control processes are critical to our safety and soundness, our ability to predict and manage the challenges that we face and, ultimately, our long-term corporate success. As a financial institution, the very nature of the Company’s business involves the oversight of the Company’s management of financial, operational, information technology (including cyber risk), credit, market, capital, liquidity, reputation, strategic, legal, compliance, model and other risks. Our Board of Directors, both directly and through its committees, is responsible for overseeing our risk management processes, with each of the committees of our Board of Directors assuming a different and important role in overseeing the management of the risks we face.

Our full Board of Directors oversees our risk management framework, which establishes our overall risk appetite and risk management strategy and enables our management to understand, manage and report on the risks we face. Our full Board of Directors also reviews and oversees policies and practices established by management to identify, assess, measure and manage key risks we face, including the risk appetite metrics developed by management. The Audit Committee of our Board of Directors is responsible for overseeing risks associated with financial matters (particularly financial reporting, accounting practices and policies, disclosure controls and procedures and internal control over financial reporting). The Compensation Committee of our Board of Directors has primary responsibility for, among other things, reviewing and recommending compensation arrangements with our Chief Executive Officer and other executive officers; administering equity compensation plans; and reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers. The Governance and Nominating Committee of our Board of Directors oversees risks associated with the independence of our Board of Directors and potential conflicts of interest.

Our executive management team is responsible for implementing and reporting to our Board of Directors regarding our risk management processes, including by assessing and managing the risks we face, including strategic, operational, regulatory, investment and execution risks, on a day-to-day basis. Our executive management team is also responsible for creating and recommending to our Board of Directors

for approval appropriate risk appetite metrics reflecting the aggregate levels and types of risk we are willing to accept in connection with the operation of our business and pursuit of our business objectives.

The role of our Board of Directors in our risk oversight is consistent with our leadership structure, with the members of our executive management team having responsibility for assessing and managing our risk exposure, and our Board of Directors and its committees providing oversight in connection with those efforts. We believe this division of risk management responsibilities presents a consistent, systemic and effective approach for identifying, managing and mitigating risks throughout our operations.

Director Independence

Under the rules of Nasdaq, a majority of the members of the Board of Directors must be “independent directors.” The rules of Nasdaq, as well as those of the SEC, impose several requirements with respect to the independence of our directors. Our Board of Directors has affirmatively determined that each director, other than Mr. Pijor and Ms. Ferrick, is an “independent director” as that term is defined in Rule 5605(a)(2) of the Nasdaq rules. The Board of Directors has also determined that the members of the Audit Committee and Compensation Committee are independent under the heightened standards of independence required by Sections 5605(c)(2)(A) and 5605(d)(2)(A), respectively, of the Nasdaq rules. In making these determinations, the Board of Directors considered the banking relationships with directors and their related interests which we enter into in the ordinary course of our business, the arrangements which are disclosed under “Executive ~~Compensation —~~ Compensation—Certain Relationships and Related Transactions,” and the compensation arrangements described under “Executive Compensation” and “Director Compensation.”

Code of Business Conduct and Ethics

Our Board of Directors has adopted a code of business conduct and ethics that applies to all of our directors and employees. The code sets forth the standard of ethics that we expect all of our directors and employees to follow. Our code of business conduct and ethics is available on our website at www.fvcbank.com. Any amendments to the code, or any waivers of its requirements, will be disclosed on our website, as well as any other means required by Nasdaq rules.

Meeting Attendance

Board and Committee Meetings

The Board of Directors holds regular meetings each year, including an annual meeting. During ~~2022,~~2023, the Board of Directors held 12 regular meetings and ~~one~~two special ~~meeting.~~meetings. Each director attended at least 75% of the aggregate of the ~~2022~~2023 meetings of the Board of Directors and its committees on which he or she served.

Executive Sessions

Independent directors meet periodically outside of regularly scheduled Board meetings. L. Burwell Gunn serves as our Lead Director and oversees the meetings. The independent directors met once during ~~2022.~~2023.

Annual Meeting of Shareholders

We encourage the members of our Board of Directors to attend the Annual Meeting of Shareholders. ~~Eight~~10 of the 13 directors then in office attended last year’s Annual Meeting of Shareholders, which was held in a virtual format.

Board Committees

Our Board of Directors has established three standing committees in connection with the discharge of its ~~responsibilities —~~ responsibilities—the Audit Committee, the Compensation Committee and the Governance and Nominating Committee. These committees perform the same functions for the Bank. Our Board of Directors also maintains the authority to appoint additional committees to perform certain management and

administrative functions. Our board has adopted written charters for each of these committees, a copies of which are available on our website at www.fvcbank.com. As necessary from time to time, special committees may be established by our Board of Directors to address particular issues.

Audit Committee. Our Audit Committee consists of Messrs. Laughlin, Schwartz (Chair) and Simmonds, each of whom is a nonemployee member of our Board of Directors. Our Audit Committee is responsible for, among other things: monitoring the integrity of, and assessing the adequacy of, our financial statements, the financial reporting process and our system of internal accounting and financial controls; selecting our independent public accounting firm and assessing its qualifications, independence and performance; monitoring the internal audit function; reviewing and, if appropriate, pre-approving all audit and permissible non-audit services performed by the

independent accounting firm; assisting our Board in ensuring compliance with laws, regulations, policies and procedures; and overseeing the effectiveness of our risk management structure and systems. The Audit Committee has the authority to retain special counsel and other advisors to assist in carrying out its responsibilities.

Our Board of Directors has affirmatively determined that each of Messrs. Laughlin, Schwartz and Simmonds satisfies the requirements for independence as an audit committee member and that all satisfy the requirement for financial literacy under the rules and regulations of Nasdaq and the SEC. Mr. Schwartz qualifies as an “audit committee financial expert” as defined in the SEC rules and satisfies the financial sophistication requirements of Nasdaq. The Audit Committee met 10 times during the year ended December 31, ~~2022.~~2023.

Compensation Committee. Our Compensation Committee consists of Messrs. ~~Patterson,~~ Testa (Chair) and Wills, and Ms. Krishnan, each of whom is a nonemployee member of our Board of Directors. The committee is responsible for, among other things, reviewing and determining compensation arrangements with our Chief Executive Officer and other executive officers; administering equity compensation plans; and reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers. The Compensation Committee has the authority to retain special counsel and other advisors, including compensation consultants, to assist in carrying out its responsibilities. The Compensation Committee has retained the services of an independent compensation consultant, ~~Compensation Advisors,~~Blanchard Consulting Group, to review executive compensation benchmarking, peer review and provide a recommendation with respect to our executive compensation. The Compensation Committee reviews and determines to the Board of Directors the compensation for all of our executive officers.

Our Board of Directors has affirmatively determined that each of Messrs. ~~Patterson,~~ Testa and Wills, and Ms. Krishnan, satisfies the requirements for independence under the rules of Nasdaq and the SEC, and as a “non-employee director” for purposes of the Exchange Act Rule 16b-3. The Compensation Committee met three times during the year ended December 31, ~~2022.~~2023.

Governance and Nominating Committee. Our Governance and Nominating Committee consists of Messrs. Gunn (Chair), Testa and Wiltse, each of whom is a nonemployee member of our Board of Directors. The committee is responsible for, among other things, identifying and recommending to our Board of Directors qualified individuals to become directors; recommending candidates for election to our Board to fill vacancies; and assisting our Board in establishing and maintaining effective corporate governance practices. The Nominating Committee has the authority to retain special counsel and other advisors to assist in carrying out its responsibilities.

Our Board of Directors has affirmatively determined that each of Messrs. Gunn, Testa and Wiltse satisfies the requirements for independence under the rules of Nasdaq and the SEC for purposes of nominating committee service. The Governance and Nominating Committee met once during ~~2022.~~2023.

Board Diversity

The Company’s Board of Directors is currently composed of 1312 individuals.

We believe different points of view brought through diverse representation leads to better business performance, decision making, and understanding of the needs of our customers, employees, and shareholders. In addition to industry experience and professional expertise as described above, the Board

values representation that reflects diversity in other important categories, including gender, age, and race/ethnicity, as well veteran status, sexual orientation and geography.

~~Board Diversity Matrix(1)~~ ~~as of April 6, 2023~~

Total Number of Directors 13
Part I: Gender Identify Female Male
Did Not Disclose
Gender

Directors 2 9 2
Part II: Demographic Background
Asian 1
White 1 9
Did Not Disclose Demographic Background 2


Board Diversity Matrix (1) as of April 5, 2024
Total Number of Directors		12
Part I: Gender Identify	Female	Male	Did Not Disclose Gender
Directors	1	8	3
Part II: Demographic Background
Asian	1
White		8
Did Not Disclose Demographic Background			3

(1)

Per Nasdaq’s board diversity requirements, inapplicable categories have been omitted.

Director Compensation

The following table sets forth information regarding compensation paid to non-employee directors of the Company during the year ended December 31, ~~2022~~2023 for service as members of our Board of Directors and committees. Members of the Board of Directors who are employees do not receive additional cash compensation for service on the Board of Directors.


Name	Fees Earned or Paid in Cash			Stock Awards(1)			All Other Compensation			Total			Name		Fees Earned or Paid in Cash	Stock Awards(1)		All Other Compensation	Total
Morton A. Bender		$	12,817		$	—		$	—		$	12,817
Marc N. Duber~~(2)~~			7,485		$	6,766			—			14,250	$ 57,200	$—			$57,200
L. Burwell Gunn			70,667			55,770			—			126,437	L. Burwell Gunn		67,800	—			67,800
Meena Krishnan			66,767			37,180			—			103,947	Meena Krishnan		67,800	—			67,800
Scott Laughlin			60,367			55,770			—			116,137	Scott Laughlin		60,800	—			60,800
Thomas L. Patterson(2)			70,467			55,770			—			126,237	31,700	—			31,700
Devin Satz			57,767			55,770			—			113,537	Devin Satz		58,600	—			58,600
Lawrence W. Schwartz			74,667			55,770			—			130,437	Lawrence W. Schwartz		71,800	—			71,800
Sidney G. Simmonds			58,267			37,180			—			95,447	Sidney G. Simmonds		58,400	—			58,400
Daniel M. Testa			58,567			37,180			—			95,747	Daniel M. Testa		58,000	—			58,000
Philip R. Wills, III			62,667			37,180			—			99,847	Philip R. Wills, III		63,000	—			63,000
Steven M. Wiltse			66,267			37,180			—			103,447	Steven M. Wiltse		64,600	—			64,600

(1)

~~Represents the grant date fair value of~~No restricted stock units were awarded during 2022 in recognition of their service during 2021, based on the closing price for the common stock of $14.87 on June 23, 2022. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the director continues to serve through the applicable vesting date.2023. At December 31, ~~2022,~~2023, the non-employee directors each had unvested awards of restricted stock units as follows: Mr. Duber — 0 shares; Mr. Gunn — ~~6,047~~3,438 shares; Ms. Krishnan — ~~2,500~~1,875 shares; Mr. Laughlin — ~~6,047~~3,438 shares; Mr. Patterson — ~~6,047~~0 shares; Mr. Satz — ~~6,047~~3,438 shares; Mr. Schwartz — ~~6,047~~3,438 shares; Mr. Simmonds — ~~4,797~~2,500 shares; Mr. Testa — ~~4,797~~2,500 shares; Mr. Wills — ~~4,797~~2,500 shares; and Mr. Wiltse — ~~4,797~~2,500 shares. At December 31, ~~2022,~~2023, the non-employee directors had outstanding option awards, which were all vested, to purchase shares of common stock, as follows: Mr. Duber — 0 shares; Mr. Gunn — 87,397 shares; Ms. Krishnan — 0 shares; Mr. Laughlin — 70,309 shares; Mr. Patterson — ~~70,309~~0 shares; Mr. Satz — 70,309 shares; Mr. Schwartz — 70,309 shares; Mr. Simmonds — 70,309 shares; Mr. Testa — ~~82,515~~70,309 shares; Mr. Wills — 70,309 shares; and Mr. Wiltse — 0 shares.

(2) Mr. ~~Duber was appointed to~~Patterson resigned from our Board of Directors on ~~October 1, 2022.~~July 20, 2023.

During ~~2022,~~2023, non-employee directors received compensation as follows: (i) an annual retainer of $45,000; (ii) a payment for attendance at each Board meeting of $1,000; (iii) payments for attendance at each Director Loan Committee, Audit Committee, Asset-Liability Management Committee, and Technology Committee of $600, $300 ($400 for Committee Chairperson), $200, and $200, respectively; and (iv) an award of either 3,750 restricted stock units with a grant date fair value of $55,770 for their service in 2022 as a member of the executive committee to the Board of Directors, or 2,500 restricted stock units to all other non-employee directors with a grant date fair value of $37,180 for their service in 2022.respectively. For Compensation Committee members, they are paid an annual retainer of $1,000 ($2,000 for Committee Chairperson).

Prohibition on Hedging

The Company’s Policy on Insider Trading prohibits directors and executive officers from engaging in transactions designed to hedge or offset any decrease in the market value of the Company’s common stock, including puts, calls, and other derivative instruments, and monetization transactions. The policy also prohibits directors and executive officers from engaging in short sale transactions, trading on margin, and pledging the Company’s common stock as collateral for a loan.

Communications with the Board of Directors

Shareholders and other interested parties may communicate directly with the Board of Directors. All communications should be directed to our Corporate Secretary at the address below and should prominently indicate on the outside of the envelope that it is intended for the Board of Directors or for non-management directors. If no party is specified, the communication will be forwarded to the entire Board of Directors. Each communication intended for the Board of Directors and received by the Corporate Secretary will be forwarded to the specified party. The Corporate Secretary will forward any correspondence that deals with the functions of the Board of Directors or

its committees or any other matter that would be of interest to the Board. Otherwise, the communication will be forwarded to the appropriate department for further handling. Shareholder communications to the Board of Directors should be sent to:

Patricia A. Ferrick, Secretary
FVCBankcorp, Inc.
11325 Random Hills Road, Suite 240
Fairfax, Virginia 22030

Compensation Committee Interlocks and Insider Participation

None of the members of our Compensation Committee will be or have been an officer or employee of the Company or any of our subsidiaries. In addition, none of our executive officers serves or has served as a member of the Board of Directors, compensation committee or other Board committee performing equivalent functions of any entity that has one or more executive officers serving as one of our directors or on our Compensation Committee.

EXECUTIVE COMPENSATION

As an emerging growth company under the JOBS Act, we have opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act of 1933, which permit us to limit reporting of compensation disclosure to our principal executive officer and our two other most highly compensated executive officers, which are referred to as our “named executive officers.”

The compensation reported in the Summary Compensation Table below is not necessarily indicative of how we will compensate our named executive officers in the future. We will continue to review, evaluate and modify our compensation framework to maintain a competitive total compensation package.

Our named executive officers for ~~2022~~2023 are:

•

David W. Pijor, Chairman and Chief Executive Officer;

•

Patricia A. Ferrick, President; and

•

William G. Byers, Executive Vice President and Chief Lending Officer.

Summary Compensation Table

The following table sets forth certain information with respect to the compensation paid to our named executive officers for the periods indicated.

SUMMARY COMPENSATION TABLE

Name and Principal Position Year Salary
Bonus(1)

Stock
Awards(2)

Option
Awards

All Other
Compensation(3)
Total
David W. Pijor, Chief Executive Officer 2022 $ 801,667 $ 544,741 $ 185,900 $ — $ 105,431 $ 1,637,739
2021 750,000 790,000 300,006 — 33,130 1,873,136
Patricia A. Ferrick, President 2022 481,333 215,834 130,130 — 81,955 909,252
2021 451,667 285,000 199,998 — 20,133 956,798
William G. Byers, Executive
Vice President & Chief Lending Officer
2022 355,446 80,000 111,540 — 19,736 566,722
2021 341,250 103,194 122,430 — 19,330 586,204


Name and Principal Position	Year	Salary	Bonus(1)	Stock Awards(2)	Option Awards	All Other Compensation(3)	Total
David W. Pijor, Chief Executive Officer	2023	$810,000	$—	$—	$—	$79,210	$889,210
	2022	801,667	544,741	185,900	—	105,431	1,637,739

Patricia A. Ferrick, President	2023	486,000	—	—	—	61,863	547,863
	2022	481,333	215,834	130,130	—	81,955	909,252
William G. Byers, Executive Vice President & Chief Lending Officer	2023	363,702	—	20,440	—	40,495	424,637
	2022	355,446	80,000	111,540	—	19,736	566,722

(1)

Consists of discretionary performance cash bonuses.

(2)

Represents the grant date fair value of awards of time vested restricted stock units granted on ~~June 23, 2022~~May 31, 2023 for performance during ~~2021.~~2022. The awards vest in four substantially equal annual installments commencing on the first anniversary of the grant date, provided that the executive remains continuously employed through the applicable vesting date. The fair value of ~~$14.87~~$10.22 per share was determined in accordance with FASB ASC Topic 718, based on the per shares closing price of the Company’s common stock on ~~June 23, 2022.~~May 31, 2023. The assumptions used in the calculation of these amounts are included in Note 1514 of the ~~Company’s~~Company's consolidated audited financial statements for the year ended December 31, ~~2022~~2023 included in the Annual Report on Form 10-K filed with the SEC on March ~~24, 2023.~~21, 2024.

acquire a competitive business if such competitive business operates, or is planning to operate, any office, branch or other facility that is, or is proposed to be, located within a 25 mile radius of the Bank’s headquarters or any branch or office, in any capacity, whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise. Mr. Pijor has also agreed that, during such period, he will not, directly or indirectly, solicit the customers or employees of the Company or the Bank for the benefit of any other competitive business.

Change in Control Agreement with Ms. Ferrick.The Company and Ms. Ferrick have entered into a change in control agreement that was amended and restated on March 16, 2021. Ms. Ferrick’s amended and restated change in control agreement ~~has~~had an initial term of three years. The agreement automatically renews on each anniversary of the date of the agreement for an additional one year, unless Ms. Ferrick or the Company and the Bank give(s) prior notice, at least 90 days before such anniversary date, of an intent not to renew, or if the agreement is otherwise terminated early. Ms. Ferrick will be entitled to severance compensation in the event of a termination of the agreement by the Company or the Bank without “cause” or by Ms. Ferrick for “good reason” within the period beginning on the date the Company or the Bank enters into discussions with respect to a transaction that would constitute a “change in control” ~~(as~~(as such terms are defined in the agreement) of the Company or the Bank and ending on the earlier of (i) 12 months after the effectiveness of such transaction, or (ii) the abandonment of such transaction. If a termination of her employment occurs under such circumstances, then, subject to her timely execution and delivery of a general release that becomes effective and irrevocable, Ms. Ferrick would be entitled to receive (i) a lump sum cash payment equal to two times the sum of (a) her base salary at the highest rate in effect during the 12 months immediately preceding her termination date, and (b) the average annual bonus paid to her with respect to the three calendar-year period immediately preceding her termination, with such lump sum payment to be paid within 60 days after the later of the date of the termination or change in control, plus (ii) payment of her health insurance premiums under COBRA for a period of one year following her termination date. Pursuant to the agreement, the change in control severance payments and benefits will be automatically reduced to the safe harbor limit to avoid the imposition of any golden parachute excise taxes, unless Ms. Ferrick is in a better net after-tax position if she pays the excise taxes. In either case, neither the Company nor the Bank bears any obligation under the agreement to pay any golden parachute excise taxes on behalf of Ms. Ferrick.

Ms. Ferrick’s agreement contains post-employment noncompetition and nonsolicitation restrictions. Under such provisions, for a period of one year following her termination or the expiration of the agreement, Ms. Ferrick is prohibited, absent the prior approval of a majority of the Board of Directors, from providing any advice, assistance or services to any competitive business or to any person that is attempting to form or acquire a competitive business if such competitive business operates, or is planning to operate, any office, branch or other facility that is, or is proposed to be, located within a 25 mile radius of the Bank’s headquarters or any branch or office, in any capacity, whether as a proprietor, owner, agent, officer, director, shareholder, organizer, partner, principal, manager, member, employee, contractor, consultant or otherwise. Ms. Ferrick has also agreed that, during such period, she will not,

directly or indirectly, solicit the customers or employees of the Company or the Bank for the benefit of any other competitive business.

~~Supplemental Retirement Plans.~~

Pay versus Performance

The following table provides information on total compensation and compensation “actually paid,” as determined based on SEC methodology, to the Company’s principal executive officer (“PEO”) and to the remaining NEOs for the fiscal years ended December 31, 2023 and December 31, 2022, and the cumulative total shareholder return (“TSR”) on the Company’s common stock and net income over the same time period.


Year	Summary Compensation for PEO (1)	Compensation Actually Paid to PEO(1)(2)	Average Summary Compensation Total for Non-PEO NEOs(3)	Average Compensation Actually Paid to Non-PEO NEOs(3)(4)	Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5)	Net Income ($ in thousands)

2023	$889,210	$470,722	$391,479	$296,708	$100.80	$3,822
2022	1,637,739	1,454,585	575,326	462,664	108.29	24,984

(1) ~~On June 7,~~During 2023 and 2022, David W. Pijor was our PEO.

(2) The following table sets forth the adjustments made during each year to arrive at compensation “actually paid” to our PEO during each of the years in question.


Year	Summary Compensation Total (SCT) for PEO	Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Year over Year change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Compensation Actually Paid to PEO

2023	$889,210	$(21,301)	$(397,187)	$—	$470,722
2022	1,637,739	(9,519)	(173,635)	—	1,454,585

(3) During 2023 and 2022, our remaining NEOs consisted of Patricia A. Ferrick and William G. Byers.

(4) The following table sets forth the adjustments made during each year represented in the table above to arrive at compensation “actually paid” to our remaining NEOs during each of the years in question.


Year	Average Reported Summary Compensation Total for Non-PEO NEOs	Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years	Average Year over Year change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year	Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year	Compensation Actually Paid to PEO

2023	$391,479	$(9,608)	$(85,163)	$—	$296,708
2022	575,326	(9,291)	(103,371)	—	462,664

(5) TSR is calculated assuming a fixed investment of $100 in the Company’s common stock based on the closing price on December 31, 2021, the last trading day prior to January 1, 2022, assuming reinvestment of dividends, through and including the end of each fiscal year. The amount for 2022 represents the one-year TSR and the amount for 2023 represents the two-year TSR.

Relationship between Financial Performance and Executive Compensation

As described in more detail beginning on page 15 regarding the Company’s executive compensation program, the Company’s executive compensation program includes variable components in the form of annual incentive cash compensation and restricted stock units that are contingent on the Company ~~entered into supplemental~~achieving goals intended to drive shareholder returns. Compensation decisions at the Company are made independent of SEC disclosure requirements. While the Company utilizes several performance measures to align executive ~~retirement plan agreements with each of its executive officers, including Mr. Pijor, Ms. Ferrick, and Mr. Byers. The agreements generally provide that upon the later of separation of service~~compensation with the Company’s performance, all of those measures are not presented in the “Pay versus Performance Table.” Moreover, the Company ~~or attainment of retirement age (age 77~~generally seeks to incentivize long-term performance and, therefore, does not specifically align the Company’s performance measures with compensation that is “actually paid” (as computed in accordance with SEC methodology) for ~~Mr. Pijor~~a particular year.

Compensation “Actually Paid” versus Company Performance

The relationship between compensation “actually paid” and ~~age 67~~the Company’s financial performance over the two-year period shown in the preceding Pay versus Performance Table is described as follows.

CEO

From 2022 to 2023, the compensation “actually paid” to the Company’s PEO declined by 68%, from $1,454,585 to $470,722. Over this same period, the Company’s TSR decreased by 7%. Net income for 2023 decreased by 85%, from $24,984,000 to $3,822,000, due largely to the $15.6 million in losses recorded for the other named executive officers), the officers will receive supplemental retirement benefits equal to $150,000 annually for Mr. Pijor, $125,000 annually for Ms. Ferrick, and $65,000 annually for Mr. Byers. The benefits are payable monthly oversales of a 10-year period. Mr. Pijor’s benefit and Ms. Ferrick’s benefit are fully vested. Mr. Byers’s benefit will vest annually on a pro-rata basis over a five-year period, provided that the officer remains continuously employed with us.

~~In the event~~portion of the voluntary resignation for “good reason” (as defined in each agreement) or involuntary termination without cause of Mr. Pijor or Ms. Ferrick, in each case within 12 months after a “change in control” (as defined in each agreement) ofour available-for-sale investment securities portfolio the Company recorded to re-position it balance sheet for future earnings. A significant portion of our PEO’s variable pay is delivered as cash-based incentive pay. As a result, PEO compensation “actually paid” increases and decreases when our financial performance exceeds or fails to meet budgeted financial goals and also correlates with our TSR performance and shareholder value creation over the ~~accrued benefit (calculated as if~~applicable measurements periods.

Other NEOs

From 2022 to 2023, the ~~officer remained continuously employed~~average compensation “actually paid” to the other NEOs decreased by $183,847 or 32%. Over this same period, the Company’s TSR decreased by 7%. Net income decreased by 85%, from $24,984,000 to $3,822,000, due largely to the $15.6 million in losses recorded for the sales of a portion of our available-for-sale investment securities portfolio the Company ~~until normal retirement age) will be paid~~recorded to re-position it balance sheet for future earnings. A significant portion of our NEOs variable pay is delivered as cash-based incentive pay. As a result, NEO average compensation “actually paid” increases and decreases when our financial performance exceeds or fails to meet budgeted financial goals and also correlates with our TSR performance and shareholder value creation over the applicable measurements periods.

The relationship between compensation “actually paid” and the Company’s financial performance over the two-year period shown in ~~a lump sum. In~~ the ~~event of~~preceding Pay versus Performance Table is illustrated in the voluntary resignation for good reason or involuntary termination without cause of Mr. Byers, in each case within 12 months after a change in control of the Company, he will be paid the greater of (i) the accrued benefit as of the date of the change in control or $350,000 in lump sum for Mr. Byers. Infollowing charts comparing PEO/NEO compensation “actually paid” versus TSR and net income.

Compensation Actually Paid PEO/NEO vs. Net Income

Compensation Actually Paid PEO/NEO vs. TSR

the event of an officer’s voluntary resignation or involuntary termination without “cause” (as defined in each agreement) in each case prior to normal retirement age, the amount payable under the agreement will generally be equal to the amount of the vested accrued benefit as of the date of termination of employment, which amount will be paid in a lump sum. In the event of an officer’s involuntary termination for cause, no benefits will be payable under the agreement.

Certain Relationships and Related Transactions

The Bank has had, and expects to have in the future, banking transactions in the ordinary course of business with some of the Company’s directors, executive officers, and their related parties. Loans to insiders and their related interests require approval by the Bank’s Board of Directors, with any interested director not participating. The Company also applies these same standards to any other transaction with a director, executive officer or their related parties.

The maximum aggregate amount of loans (including lines of credit) to officers, directors and related parties of the Company during the year ended December 31, 2022 amounted to $37.9 million, representing approximately 18.7% of the Company’s total shareholders’ equity at December 31, 2022. All of such transactions have been on substantially the same terms, including interest rates, maturities and collateral requirements as those prevailing at the time for comparable transactions with persons who are not related parties, and did not involve more than the normal risk of collectability or present other unfavorable features. None of such loans were reported as a nonaccrual, past due, troubled debt restructuring or potential problem loan in the Company’s financial statement for the year ended December 31, 2022.

PROPOSAL 2

ADVISORY (NON-BINDING) VOTE TO APPROVE

NAMED EXECUTIVE OFFICER COMPENSATION

As part of implementing the “say on pay” requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, pursuant to applicable rules, the SEC requires a separate and non-binding shareholder vote to approve the compensation of the named executive officers in this Proxy Statement. This proposal, commonly known as a “say on pay” proposal, gives shareholders the opportunity to endorse or not endorse a company’s executive pay program. Accordingly, shareholders of the Company are being asked to approve the following resolution:

“RESOLVED, that the shareholders of FVCBankcorp, Inc. approve the compensation of named executive officers as disclosed in this Proxy Statement pursuant to the rules of the Securities and Exchange Commission.”

As stated above, this is an advisory vote only. Approval of the proposed resolution requires the affirmative vote of a majority of the shares present at the Annual Meeting and entitled to vote.

The board of directors believes that the Company’s compensation policies and procedures are strongly aligned with the long-term interests of its shareholders. Because your vote is advisory, it will not be binding upon the board of directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE RESOLUTION TO APPROVE THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL 3

ADVISORY VOTE ON THE FREQUENCY OF AN ADVISORY

VOTE ON EXECUTIVE COMPENSATION

In addition to providing shareholders with the opportunity to cast an advisory vote on executive compensation, the Company is also providing shareholders with an advisory vote on whether the advisory vote on executive compensation should be held every year, every two years or every three years. This is commonly known as a “Say on Frequency” proposal.

Our Board believes that conducting an advisory vote on executive compensation every year is the most appropriate policy for our Company. This frequency will enable our shareholders to provide timely feedback on our compensation program based on the most recent information presented in our proxy statement.

This vote is an advisory (non-binding) vote only. Shareholders can choose one of four options for this proposal: every year, every two years, every three years, or abstain.

Because your vote is advisory, it will not be binding upon our Board. Our Board, however, values the opinions expressed by shareholders in their votes on this proposal and will consider the outcome of this vote when

determining the frequency of future advisory votes on executive compensation. We anticipate that the next vote on a Say on Frequency proposal will occur at our 2030 annual meeting of shareholders.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE OPTION OF "EVERY YEAR" FOR FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION.

AUDIT INFORMATION

~~General~~

General

The three members of the Audit Committee are independent as that term is defined in the listing standards of Nasdaq and by regulations of the SEC. The Audit Committee operates under a written charter that the Board of Directors has adopted.

Fees of Independent Registered Public Accountants

Audit Fees. The aggregate amount of fees billed by Yount, Hyde & Barbour, P.C. (“YHB”) for professional services rendered for the audit of our annual financial statements for the years ended December 31, ~~2022~~2023 and ~~2021,~~2022, and the review of the financial statements included in our Quarterly Reports on Form 10-Q for ~~2022~~2023 and ~~2021,~~2022, and Annual Reports on Form 10-K for the years ended December 31, ~~2022~~2023 and ~~2021,~~2022, and attestation regarding the accuracy of internal control over financial reporting in accordance with Section 112 of the Federal Deposit Insurance Corporation Improvement Act (“FDICIA”), were ~~$192,200~~$214,250 and ~~$182,700,~~$192,200, respectively.

Audit-Related Fees. ~~Audit-related services provided~~There were no audit-related fees billed by YHB ~~totaled $2,595~~ for ~~the~~ year ended December 31, ~~2021. YHB did not bill for any audit-related services in 2022.~~2023 and 2022, respectively.

Tax Fees. There were no services rendered by YHB in connection with the preparation of our federal and state income tax returns for the year ended December 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

All Other Fees. YHB did not bill for any other professional services during the years ended December 31, ~~2022~~2023 and ~~2021.~~2022.

None of the engagements of YHB to provide non-audit services was made pursuant to the de minimis exception to the pre-approval requirement contained in the rules of the SEC and our Audit Committee charter. Audit services may not be approved under the de minimis exception.

Audit Committee Pre-Approval Policies and Procedures

It is the policy of the Audit Committee that our independent auditor may provide only those services that have been pre-approved by the Audit Committee. Unless a type of service to be provided by the independent auditor has received general pre-approval, it requires specific pre-approval by the Audit Committee. The term of any general pre-approval is twelve months from the date of pre-approval, unless the Audit Committee or a related engagement letter specifically provides for a different period. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval.

Requests or applications to provide services that require specific approval by the Audit Committee must be submitted to the Audit Committee by both the independent auditor and the Chief Financial Officer, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

Audit Committee Report

The Audit Committee is composed of three directors, each of whom is independent within the meaning of the listing standards of the Nasdaq Stock Market. The Audit Committee operates under a written charter adopted by the Board of Directors. The Audit Committee reviews its charter at least annually and revises it as necessary to ensure compliance with current regulatory requirements.

Management is responsible for:

•

establishing and maintaining our internal control over financial reporting;

•

assessing the effectiveness of our internal control over financial reporting as of the end of each year;

•

the preparation, presentation and integrity of our consolidated financial statements; and

•

complying with laws and regulations and ethical business standards.

Our independent registered public accounting firm is responsible for:

•

performing an independent audit of our consolidated financial statements and our internal control over financial reporting;

•

expressing an opinion as to the conformity of our consolidated financial statements with U.S. generally accepted accounting principles; and

•

expressing an opinion as to ~~management’s~~management's assessment of the effectiveness of our internal control over financial reporting and the effectiveness of our internal control over financial reporting in accordance with FDICIA requirements.

The Audit Committee is responsible for:

•

the appointment, compensation, retention and oversight of the work of the independent registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attestation services for us; and

•

monitoring, overseeing and reviewing our accounting and financial reporting processes.

In this context, the Audit Committee has met and held discussions with management and YHB, our independent registered public accounting firm. Management represented to the Audit Committee that our consolidated financial statements for the year ended December 31, ~~2022~~2023 were prepared in accordance with U.S. generally accepted accounting principles. The Audit Committee has reviewed and discussed these consolidated financial statements with management and YHB, including the scope of the independent registered public accounting ~~firm’s~~firm's responsibilities, critical accounting policies and practices used and significant financial reporting issues and judgments made in connection with the preparation of such financial statements.

The Audit Committee has discussed with YHB the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. The Audit Committee has received the written disclosures and the letter from YHB relating to the independence of that firm and the independent registered public ~~accountant’s~~accountant's communications with the Audit Committee concerning independence, and has discussed with YHB the ~~firm’s~~firm's independence from us.

Based upon its discussions with management and YHB and its review of the representations of management and the report of YHB to the Audit Committee, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 for filing with the SEC. By recommending to the Board of Directors that the audited consolidated financial statements be so included, the Audit Committee is not opining on the accuracy, completeness or presentation of the information contained in the audited financial statements.



						Audit Committee

										Lawrence W. Schwartz, Chairman Scott Laughlin Sidney G. Simmonds

PROPOSAL 24
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, ~~2023.~~2024. YHB has audited the financial statements of the Company since its organization in 2007. Representatives of YHB are expected participate in the virtual meeting and be available to respond to appropriate questions. The representatives also will be provided with an opportunity to make a statement, if they desire.

Vote Required and Recommendation of the Board of Directors. The affirmative vote of a majority of votes cast on the proposal is required for approval of the ratification of the appointment of the independent public accounting firm.

~~The Board of Directors recommends that shareholders vote~~

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR ~~the ratification of the appointment of~~THE RATIFICATION OF THE APPOINTMENT OF YHB ~~as the Company’s independent registered public accounting firm for 2023.~~AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2024.

ANNUAL REPORT AND FINANCIAL STATEMENTS

A copy of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 has been furnished to shareholders. Additional copies may be obtained by written request to the Secretary of the Company at the address indicated below. Such documents are not part of the proxy solicitation materials.

Upon receipt of a written request of any person who, on the record date, was a record owner of common stock or who represents in good faith that he or she was on such date the beneficial owner of such stock entitled to vote at the Annual Meeting of Shareholders, we will furnish to such person, without charge, a copy of our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 and the exhibits thereto required to be filed with the SEC under the Securities Exchange Act of 1934. Any such request should be made in writing to Patricia A. Ferrick, Secretary, FVCBankcorp, Inc., at 11325 Random Hills Road, Suite 240, Fairfax, Virginia, 22030

PROPOSALS FOR ~~2024~~2025 ANNUAL MEETING

Under the regulations of the SEC, any shareholder desiring to make a proposal to be acted upon at the ~~2024~~2025 annual meeting of shareholders must cause such proposal to be received, in proper form, at our principal executive offices at 11325 Random Hills Road, Suite 240, Fairfax, Virginia 22030, no later than December ~~8, 2023~~6, 2024 in order for the proposal to be considered for inclusion in our proxy statement for that meeting. It is urged that any such proposals be sent by certified mail, return receipt requested.

Our Bylaws also prescribe the procedures that a shareholder must follow to nominate directors or to bring other business before ~~shareholders’~~shareholders' meetings. Under the Bylaws, notice of a proposed nomination or a shareholder proposal meeting certain specified requirements must be received by us not less than 90 days prior to the anniversary date of the immediately preceding annual meeting, or not later than February ~~17, 2024,~~14, 2025, except that with respect to an election of directors to be held at a special meeting of shareholders, no later than the close of business on the seventh day following the date on which notice of such meeting is first given to shareholders

Our Bylaws require that the ~~shareholder’s~~shareholder's notice of a proposed nominee set forth: (i) the name, age, business address and, if known, the residence address of each nominee proposed; (ii) the principal occupation or employment of each such nominee; (iii) the number of shares of each class of stock of the Company beneficially owned or directly or indirectly controlled by each such nominee; (iv) such other information regarding each such nominee as would be required to be included in a proxy statement soliciting proxies for the election of the proposed nominee pursuant to Regulation l4A under the Securities and Exchange Act of 1934, as amended; (v) a description of all arrangements or understandings between the shareholder and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by the shareholder; and (vi) as to the shareholder making such nomination (a) his name and address as they appear on the stock transfer books of the Company and (b) the number of shares of each class of stock of the Company beneficially owned or directly or indirectly controlled by such shareholder. For proposals other than nominations, the shareholder’s notice must set forth: (i) the name and address of the shareholder(s) who intends to make the proposal; (ii) the number of shares of each class of stock of the Company beneficially owned or directly or indirectly controlled by each such person; (iii) such other information regarding each such proposal as would be required to be included in a proxy statement soliciting proxies for the approval of such proposal pursuant to Regulation 14A under the Securities and Exchange Act of 1934, as amended; and (iv) a description of all arrangements or understandings between the shareholder(s) and any other person or persons (naming such person or persons) pursuant to which the proposal or proposals are to be made by the shareholder(s). If the information supplied by the shareholder is deficient in any material aspect or if the foregoing procedure is not followed, the chairman of the annual meeting may determine that such ~~shareholder’s~~shareholder's nomination or proposal should not be brought before the annual meeting. Any shareholder may obtain a copy of our Bylaws, without charge, upon written request to the Secretary of the Company.

OTHER MATTERS

Management is not aware of any other matters to be presented for action by shareholders at the meeting. If, however, any other matters not now known are properly brought before the meeting or any adjournment thereof, the persons named in the accompanying proxy will vote such proxy in accordance with their judgment on such matters.

By Order of the Board of Directors

FVCBANKCORP, INC.

Secretary

April 5, 2024

~~Secretary~~

~~April 6, 2023~~

FVCBankcorp, Inc.Notice of 2023 Annual Meeting of ShareholdersProxy Solicited by Board of Directors for Annual Meeting - May 17, 2023David W. Pijor and Patricia A. Ferrick, or either of them, each with the power of substitution, are hereby authorized to represent and vote, as designated on the reverse side, all shares of common stock of FVCBankcorp, Inc. (the “Company”) which the undersigned is/are entitled to vote, at the Company’s Annual Meeting of Shareholders to be held on May 17, 2023 or at any postponement or adjournment thereof.Shares represented by this proxy will be voted as directed by the shareholder. If no such directions are indicated, this proxy will be voted FOR the election of each of the nominees for election to the Board of Directors listed in Proposal 1 and FOR Proposal 2.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 the reverse side)29

Annual Meeting of Shareholders ofFVCBANKCORP, INC.May 17, 2023If voting by mail, sign, detach and return the bottom portion in the enclosed envelope.Using a black ink pen, mark your votes as in this example.Please do not write outside the designated areas.PROPOSALS – The Board of Directors recommends a vote FOR all the nominees listed in Proposal 1 andFOR Proposal 2.1. Election of Directors:FOR WITHHOLDNominees: o oDavid W. Pijor o oL. Burwell Gunn o oMarc N. Duber o oPatricia A. Ferrick o oMeena Krishnan o oScott Laughlin o oThomas L. Patterson o oDevin Satz o oLawrence W. Schwartz o oSidney G. Simmonds o oDaniel M. Testa o oPhilip “Trey” R. Wills III o oSteven M. Wiltse o oFOR AGAINST ABSTAIN2. Ratification of Independent Registered PublicAccounting Firm. To ratify the appointment ofYount, Hyde & Barbour, P.C. as the Company’sIndependent Registered Public Accounting Firm forthe year ending December 31, 2023.o o oTHIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREINBY THE SHAREHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ALLNOMINEES LISTED IN PROPOSAL 1 AND FOR PROPOSAL 2.PLEASE MARK, SIGN, DATE AND RETURN PROMPTLYSignature SignatureDated: Dated:



Filed by the Registrant
Filed by a Party other than the Registrant
Check the appropriate box:
						Preliminary Proxy Statement
						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
						Definitive Proxy Statement
						Definitive Additional Materials
						Soliciting Material under §240.14a-12


	Option Awards				Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date	Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested(4)
David W. Pijor	97,656	—	$5.56	6/26/2024	10,721	(1)	$152,238
	97,656	—	6.85	3/1/2025	9,375	(2)	133,125
	97,656	—	9.22	5/19/2026	—		—

Patricia A. Ferrick	34,178	—	5.56	6/26/2024	7,147	(1)	101,480
	39,062	—	6.85	3/1/2025	6,563	(2)	93,188
	37,108	—	9.22	5/19/2026	—		—

William G. Byers	19,531	—	5.56	6/26/2026	4,375	(1)	62,125
	24,413	—	6.85	3/1/2025	5,625	(2)	79,975
	23,437	—	9.22	5/19/2026	2,000	(3)	28,400

	Option Awards									Stock Awards
Name	Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price			Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested		Market Value of Shares or Units of Stock that Have Not Vested(4)
David W. Pijor		85,447		—		$	5.73		3/1/2023		3,750(1)		$	57,225
		97,656		—			5.56		6/26/2024		16,081(2)			245,396
		97,656		—			6.85		3/1/2025		12,500(3)			190,750
		97,656		—			9.22		5/19/2026
Patricia A. Ferrick		28,178		—			5.73		3/1/2023		2,813(1)			42,926
		34,178		—			5.56		6/26/2024		10,720(2)			163,587
		39,062		—			6.85		3/1/2025		8,750(3)			133,525
		37,108		—			9.22		5/19/2026
William G. Byers		21,971		—			5.73		3/1/2023		1,875(1)			28,613
		19,531		—			5.56		6/26/2024		6,563(2)			100,151
		24,413		—			6.85		3/1/2025		7,500(3)			114,450
		23,437		—			9.22		5/19/2026

Name	Year		Car Allowance			Personal Use of Company Owned Vehicle			Insurance Premiums			401(k) Matching Contributions			Supplemental Retirement Plan Vesting(4)			Total
David W. Pijor		2022		$	12,000		$	—		$	10,920		$	10,675		$	71,836		$	105,431
		2021			12,000			—			10,980			10,150			—			33,130
Patricia A. Ferrick		2022			—			2,250			9,120			10,675			59,910			81,955
		2021			—			783			9,180			10,150			—			20,133
William G. Byers		2022			—			—			9,120			10,616			—			19,736
		2021			—			—			9,180			10,150			—			19,330