We have elected to take advantage of Securities and Exchange Commission (“SEC”) rules that allow us to furnish proxy materials to certain shareholders on the Internet. Instead of receiving paper copies of our proxy materials in the mail, shareholders will receive a Notice of Internet Availability of Proxy Materials (“Notice”) which provides an internet website address where shareholders can access electronic copies of proxy materials and vote. This website also has instructions for voting by telephone and for requesting paper copies of the proxy materials and proxy card. The Company's 20202021 proxy statement, proxy card and Annual Report for fiscal year 20192020 are available online at www.edocumentview.com/MVBF. We encourage you to access and review such materials before voting.

Your vote is very important to us. Whether or not you expect to attend the Annual Meeting via webcast, we urge you to consider the proxy statement carefully and to promptly vote your shares.

This proxy statementsummary 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.

The 2021 Annual Meeting of Shareholders (the “Annual Meeting”) of MVB Financial Corp. (“MVB” or the “Company”) towill be held via webcast this year at 9:00 ama.m. EST on May 19, 2020, for18, 2021. As we continue to monitor the purposes set forth instatus of the accompanying Notice of Annual Meeting of Shareholders. In light of COVID-19 (Coronavirus),(coronavirus) pandemic, we have elected to conduct this year's Annual Meeting virtually once again, which means that you will be heldable to participate in the Annual Meeting, vote and submit your questions during the meeting via the live webcast atby visiting www.meetingcenter.io/215475574.263904663. You will not be able to attend the Annual Meeting in person. Although very unlikely, please be aware of the possibility that this Annual Meetingthe date, time, or location of the Annual Meeting may change due to the CoronavirusCOVID-19 pandemic based on MVB's facts and circumstances. A copy

To vote online, visit www.investorvote.com/MVBF and enter the proxy card and our Annual Report for fiscal year 2019 (collectively, the “Proxy Materials”) can becontrol number found at the web address www.edocumentview.com/MVBF. We first made available these Proxy Materials to our shareholders on or about April 6, 2020.

Our corporate governance structure fosters principled actions, informed and effective decision-making, and appropriate monitoring of the proposals to becompliance and performance. In December 2020, Nasdaq submitted a proposal to the voteSEC seeking approval of shareholders described in the Noticenew listing requirements for board diversity. The proposed rule would require all companies listed on Nasdaq’s U.S. exchange to publicly disclose consistent, transparent diversity statistics regarding their board of Annual Meeting and this proxy statement.  Other than the matters listed in the Notice of Annual Meeting of Shareholders, the Board of Directors knows of no additional matters that will be presented for consideration at the Annual Meeting.

For a detailed discussion of our corporate governance and directors, please see the section entitled “Corporate Governance” and the section entitled “Directors.”

We follow clear guiding principles in the design of the compensation program for our named executive officers and employeesare committed to sound compensation policies and practices. The overall design of our compensation program and each of its three primary components have remained consistent year-over-year.

This section describes MVB’s corporate governance framework and the protocols that federal, staterole and local government have imposed, and may continue to impose, due to COVID-19 (Coronavirus). We will, therefore, be hosting the Annual Meeting live via Internet webcast. You will not be able to attend the Annual Meeting in person. Shareholders and guests can listen to and participate in the Annual Meeting live via the Internet at www.meetingcenter.io/215475574. The webcast will start at 9:00 a.m. (EST) on May 19, 2020. Shareholders may vote and submit questions while connected to the Annual Meeting on the Internet, but guests will only be permitted to listen and submit questions.

If you areMVB’s Board of Directors oversees the beneficial owner of your shares, you can vote your shares without attending the virtual meeting by following the directions containedCEO and other senior management in the voting instruction card sentcompetent and ethical operation of MVB on a day-to-day basis and assures that the long-term interests of shareholders are being served. To satisfy the Board of Director’s duties, directors are expected to you by your stockbroker, bank or other nominee. Typically, voting instruction cards allow youtake a proactive, focused approach to directtheir positions to ensure that MVB is committed to business success through the votingmaintenance of your shares by returning the voting instruction card by mail or by submitting your directions via the Internet or by telephone. Your stockbroker, bank or other nominee is required to vote your shares according to the directions you have given.high standards of responsibility and ethics.

In the control number located on the Notice or proxy card to access the Proxy Materials.

The Board of Directors of MVB had twelve (12) regularly scheduled meetings and eight (8) additional special project and strategic initiative meetings during 2020. In addition to this, daily meetings were held at the onset of the pandemic so Management could provide updates on the COVID-19 Response Plan that was implemented. On a regular basis, Director Mazza and members of the executive management team are excused from the meetings so the Board can hold an executive session to discuss matters privately. The Chair relays any action items to the CEO if necessary. All current directors attended 75% or more of the meetings held by the Board of Directors and committees thereof in which the director is a member, with an average total attendance record dateof 95%.

The Board of Directors has a standing Audit Committee, Finance Committee, Human Resources and Compensation Committee (the “Record Date”“HR and Compensation Committee”), Nominating and Corporate Governance Committee (the “Governance Committee”), and Risk and Compliance Committee. Also, at the bank level are the following committees: Asset & Liability Committee (“ALCO”), Loan Approval Committee and the Loan Review Committee.

The Audit Committee meets with MVB's Chief Audit Executive, who oversees the close of business on that date are entitled to such notice and to vote at such meeting or any adjournment thereof.

The purpose of the Finance Committee is considered a routine matter under applicable rules. A broker or other nominee may generally vote on routineto provide oversight and guidance regarding finance, capital, budget, mergers and acquisitions, and facilities matters and therefore no broker non-votes are expected in connection with Proposal No. 3.

The principal holdersFinance Committee Charter was reviewed and approved by the Board of Directors on March 10, 2020. The Finance Committee met seventeen (17) times in 2020.

The purpose of the Governance Committee is to help assure that MVB fulfills the responsibilities for effective board governance of MVB common stock are discussed underand its subsidiaries by:

The Governance Committee reports the results from these meetings to vote, representedthe Board of Directors. The Governance Committee Charter was reviewed and approved by the Board of Directors on March 17, 2020. The Governance Committee met nine (9) times in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a majority2020.

The purpose of the outstanding shares are represented at a meeting, a majorityRisk and Compliance Committee is to:

The Risk and Compliance Committee reports the results from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum. Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present.

The Bylaws of MVB currently provide for a Board of Directors composed of five (5) to twenty-five (25) members. The Board of Directors currently consists of ten (10)nine (9) members.

Directors are elected by a plurality of the votes cast. Therefore, a vote withheld may not affect the outcome of the election. As required by West Virginia law, each share is entitled to one vote per nominee, unless a shareholder requests cumulative voting for directors at least 48 hours before the meeting. If a shareholder properly requests cumulative voting for directors, then each MVB shareholder will have the right to vote the number of shares owned by that shareholder for as many persons as there are directors to be elected, or to cumulate such shares and give one candidate a number of votes equal to the number of directors multiplied by the number of shares owned, or to distribute them on the same principle among as many candidates as the shareholder sees fit. If any shares are voted cumulatively for the election of directors, the proxies, unless otherwise directed, shall have full discretion and authority to cumulate their votes and vote for less than all such nominees. For all other purposes, each share is entitled to one vote.

The MVB Articles of Incorporation provide for staggered terms for directors. The threefive individuals up for election at the Annual Meeting represent the nominees to the Board of DirectorsDirectors; three for a three-year term to expire in 2023.2024, one for a two-year term to expire in 2023 and one for a one-year term to expire in 2022. Following the election of the threefive nominees referenced below, MVB will have three classes of directors consisting of four board members whose term expires in 2021, three board members whose term expires in 20222024, three board members whose term expires in 2023 and three board members whose term expires in 2023.2022.

During 2019 and 2020, the Governance Committee reviewed the concept of moving to a declassified Board of Directors. While the Governance Committee, and ultimately the Board of Directors, recognized the value and is supportive of having a declassified Board of Directors, such a change would require an amendment to the MVB Articles of Incorporation. Furthermore, an amendment to the Articles of Incorporation for the purpose of declassifying the Board of Directors requires an approval by a super majority of 75% of the outstanding shareholders. Over the past ten years, the highest amount of total votes cast by shareholders was 75.47% with the most recent three-year average of 65%70.96%.

MVB's shareholder base is primarily made up of non-institutional investors.

The Board of Directors has therefore concluded that, based on historical shareholder participation, a proposal to declassify the Board of Directors would likely not receive the required shareholder approval at this time. The Board of Directors has determined that making a recommendation at this time to declassify the Board of Directors would not be in good faith to the shareholders, given the Board of Director's belief that such recommendation would not be approved by the necessary number of shareholders. The Board of Directors will continue to evaluate and monitor the appropriateness of presenting a proposal to declassify the Board of Directors in future years. We believe that as our shareholder base transitions from our legacy 60% retail shareholders to more institutional and mutual funds the voting %percentage is likely to increase allowing us to bring declassification to a vote.

The Board Chair and President & CEO are two separate individuals. Throughout MVB’s history, this has been the leadership model. The CEO is responsible for the day-to-day operations and performance of MVB. The Board Chair is involved in presiding over board meetings, matters of governance, and corporate oversight. The Board Chair also focuses on monitoring the effectiveness of the CEO in implementing MVB’s corporate strategy and ensuring that the directors receive sufficient information, on a timely basis, to provide proper risk oversight. The Board of Directors Composition - Qualifications, Expertise, Diversitybelieves the current separation of these roles helps to ensure good board governance and Attributesfosters independent oversight to protect the long-term interests of the Company's shareholders. In addition, the Board of Directors believes this separation is presently appropriate as it allows the CEO to focus primarily on leading the Company's day-to-day business and affairs while the Board Chair can focus on leading the Board of Directors in its consideration of strategic issues and monitoring corporate governance and shareholder matters.

When analyzing whether directors and nominees have the qualifications, expertise, diversity and attributes to enable the Board of Directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the Governance Committee seeks candidates who will add value to our Board of Directors by bringing varied skills, experience and perspective.

The Board of Directors conducts an annual board assessment including board member peer feedback. This information is used to identify areas of strength or areas that may require additional focus going forward. MVB also maintains a skills profile matrix that reflects the combined background of the current membership of its boards. This matrix is based on various focus areas of experience and expertise determined to be essential for appropriate strategic direction, advisory depth and oversight from all MVB Boards. The Governance Committee works with the boards and leadership of MVB to determine the level of experience or application in each focus area according to limited, basic, skilled and expert experience. Our Board of Directors havehas a strong mix of this criteria in areas most critical to MVB's success.

As MVB grows and our strategy evolves, so do the skills, qualifications, attributes and experiences necessary for our directors. As such, we believe that periodically refreshing our Board with new perspectives and ideas is critical to representing the interests of our shareholders effectively. At the same time, it is equally important to benefit from the valuable experience and continuity that longer-serving directors bring to the Board. Our directors reflect a range of tenures, a balanced mix of ages, and a well-rounded range of attributes, viewpoints and experiences reflective of our business and needs. All members of the Board of Directors are successful business owners or organization leaders and have knowledge of the requirements to run such a successful business.

The Board of Directors does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the Board of Directors. Diversity is just one of many factors the Governance Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the Governance Committee focuses on skills, expertise or background that would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology industries.

Diversity is just one of many factors the Governance Committee considers in the identification and selection of director nominees. The Board defines diversity broadly to include differences in race, gender, ethnicity, age, viewpoint, professional experience, educational background, skills, and other personal attributes that can foster Board heterogeneity in order to encourage and maintain board effectiveness. While diversity and variety of experiences and viewpoints represented on the Board should always be considered, a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity. In selecting a director nominee, the Governance Committee focuses on skills, expertise or background that would complement the existing Board. The majority of our directors are or have been residents of our primary markets - North Central West Virginia or Northern Virginia; however, with the expansion of our client base and sales footprint, we have added directors throughout the country. Our directors come from diverse backgrounds including the financial, industrial, professional, and information technology.

The three individuals upBoard of Directors reserves the right to modify these minimum qualifications from time to time, except where the qualifications are required by the laws relating to financial institutions.

Nominations not made in accordance with these requirements may be disregarded by the Board and in such case the votes cast for each such nominee will likewise be disregarded. All nominees for election at the Annual Meeting are incumbent directors or directors of MVB subsidiaries and identified below representare included as nominees in this proxy statement upon the nominees torecommendation of the BoardGovernance Committee. No shareholder recommendations or nominations have been made for the election of Directors for a term to expire in 2023. directors at the 2021 Annual Meeting.