John W. Ebert
About John W. Ebert
Independent director of MVB Financial Corp. since 2005 (current term ends 2027). Age 65. President of J.W. Ebert Corporation, which owns 39 McDonald’s franchises across WV/PA/MD; former CPA (Arthur Young & Co., Dallas). B.S. in Accounting, University of Notre Dame (1982); completed entrepreneurial coursework at MIT. Chairs the Nominating & Corporate Governance (N&CG) Committee and serves on the Finance and Compensation Committees; also serves on the board of MVB Bank, Inc. .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Young & Co. (now EY) | Certified Public Accountant | Early career (not dated) | Accounting foundation; financial literacy for board service |
| McDonald’s East Division Profit Team | Former Chairman | Not disclosed | Oversight across ~5,000 restaurants; large-scale ops perspective |
| McDonald’s Owner/Operator Association (Pittsburgh Region) | Former President | Not disclosed | Regional leadership; franchise operations/HR experience |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| J.W. Ebert Corporation | President | Private company | Operates 39 McDonald’s franchises (WV/PA/MD) |
| McDonald’s Columbus Field Office operator organization | Vice Chair | Industry association | Represents 1,200+ restaurants |
| GameChanger | Director | Non-profit | Student-powered substance misuse prevention |
| MVB Bank, Inc. | Director | Bank subsidiary | MVB Bank board service |
Board Governance
- Independence: The Board determined all directors except the CEO are independent under Nasdaq rules; Ebert is independent .
- Board & Committee attendance: All current directors attended ≥75% of Board/committee meetings in 2024; Board held 10 regular and 5 special meetings; avg total attendance 97% .
- Committee leadership and workload (2024 activity):
- N&CG (Chair): 5 meetings in 2024; Ebert continues as Chair after the 2025 Annual Meeting .
- Compensation (Member): 7 meetings in 2024; committee remains in place post-AGM (one director retiring) .
- Finance (Member): 8 meetings in 2024; Ebert remains a member post-AGM .
| Committee | Role (2024) | Meetings in 2024 | Post-AGM Status |
|---|---|---|---|
| Nominating & Corporate Governance | Chair | 5 | Continues as Chair |
| Compensation (Human Resources & Compensation) | Member | 7 | Continues as Member (composition updated for retirements) |
| Finance | Member | 8 | Remains Member (chair rotates) |
Additional governance context:
- Executive sessions held regularly without management present .
- Independent compensation consultant (Pay Governance) engaged; 2024 fees ≤$120,000; committee affirmed consultant independence and no conflicts .
- Compensation Committee interlocks: None in 2024 .
Fixed Compensation
Program design (non-employee directors):
| Board/Committee | Chair Retainer (Annual) | Member Retainer (Annual) |
|---|---|---|
| MVB Financial Corp. Board | $50,000 (Chairman) | $20,000 |
| Audit | $25,000 | $5,000 |
| Risk & Compliance | $20,000 | $4,000 |
| Compensation | $20,000 | $4,000 |
| N&CG | $15,000 | $3,000 |
| Finance | $20,000 | $4,000 |
| All non-employee directors also receive RSUs valued at $75,000 (time-based, one-year vest) . |
Individual 2024 director compensation (Ebert):
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash (incl. MVB and subsidiary board fees) | $71,083 |
| Stock awards (grant-date fair value) | $74,995 |
| Total | $146,078 |
Performance Compensation
Director equity awards (time-based; no performance metrics):
| Grant Date | Instrument | Shares | Grant Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| 2024-06-01 | Time-vested RSUs | 4,004 | $18.73 | $74,995 | 100% on 2025-06-01 |
| Notes: Certain directors (Nelson, Owen, Spielman) received an additional 380 shares vesting 2025-10-01; Ebert is not among those listed . No director stock option awards disclosed for 2024; aggregate 10,000 unexercised options outstanding for directors (legacy grants) as of Dec 2024 . |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee roles |
|---|---|---|---|
| MVB Bank, Inc. | Private (subsidiary) | Director | N/A |
| GameChanger | Non-profit | Director | N/A |
| Public company directorships: None disclosed for Ebert. Compensation Committee interlocks: None in 2024 . |
Expertise & Qualifications
- Retail/franchise operations leader (30+ years), budget discipline, risk assessment, human resources experience .
- Accounting background (B.S. Accounting; former CPA with Arthur Young) .
- Governance leadership: Chairs N&CG; active on Compensation and Finance committees .
- Audit Committee Financial Expert designation: Board has designated Herrick and Spielman; Ebert is not designated as A.C. financial expert .
Equity Ownership
As of the Record Date (2025 Proxy):
| Measure | Detail |
|---|---|
| Beneficial ownership (shares) | 114,291 |
| Percent of class | 0.88% (based on 12,950,295 shares outstanding) |
| Exercisable stock options included | 3,000 (1,000 exercisable 2/3/2017; 1,000 exercisable 3/21/2018; 1,000 exercisable 2/21/2019) |
| Unvested RSUs outstanding | 4,004 granted 6/1/2024; vest 6/1/2025 |
| Pledged shares | None disclosed for Ebert; pledging footnotes identify only CEO/CFO |
| Policies: Stock ownership requirements for directors; prohibition on hedging and pledging are stated among compensation governance practices . |
Governance Assessment
- Board effectiveness and engagement: Ebert is an independent director with long service (director since 2005) who chairs N&CG and serves on Compensation and Finance, all of which were active in 2024 (5, 7, and 8 meetings respectively). Board attendance was strong in 2024 (≥75% for all directors; average 97%), and regular executive sessions occur without management .
- Alignment/skin-in-the-game: Ebert held 114,291 shares (0.88% of class) as of the Record Date, plus legacy exercisable options; 2024 director equity was a standard $75,000 time-vested RSU grant. No pledging disclosed for Ebert in ownership footnotes .
- Compensation governance and shareholder sentiment: Compensation Committee (of which Ebert is a member) used independent advisor Pay Governance with no conflicts; 2024 Say-on-Pay support was 71.06%, and the committee noted continued review and investor outreach—an area to monitor for alignment trajectory .
- Conflicts/related-party exposure: Ebert leads a sizable franchise business in MVB’s footprint. The proxy notes related-party transactions (including director loans) occur only on market terms and require Board/committee approval; no third-party compensation arrangements for directors identified; no family relationships among directors .
- RED FLAGS: None specific to Ebert identified in the proxy. Portfolio managers may monitor broader signals: relatively modest Say-on-Pay support (71.06%) and any future related-party transactions, though current policy controls and disclosures mitigate risk .