Kelly R. Nelson, MD
About Kelly R. Nelson, MD
Dr. Kelly R. Nelson (age 65) is an independent director of MVB Financial Corp. (MVBF) first elected in 2004; he chairs the Board’s Risk & Compliance Committee and serves on the Audit and Nominating & Corporate Governance (N&CG) Committees . A practicing physician in Bridgeport, WV, he previously served as Senior Vice President of MedExpress Urgent Care and as Medical Director of Medbrook Medical Associates for 27 years; he holds a BS in Biology from Auburn University and an MD (Family Medicine) from the University of Alabama School of Medicine . The Board has determined Dr. Nelson is independent under Nasdaq Rule 5605(a)(2) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MedExpress Urgent Care | Senior Vice President (former) | Not disclosed | Senior leadership in urgent care operations |
| Medbrook Medical Associates | Medical Director | 27 years | Long-term operational/clinical leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| MVB Bank (subsidiary) | Director | Bank subsidiary | Serves on bank board in addition to MVBF board |
| Medbrook Children’s Charity | President and Board Member | Non-profit | Community leadership role |
| United Hospital Center; WVU Medicine | Affiliated physician | Clinical | Clinical affiliations (not board roles) |
Board Governance
- Committee assignments and leadership
- Risk & Compliance Committee: Chair; direct reporting lines from the Chief Risk Officer and Chief AML & Fintech Risk Officer to the Risk Chair; routine regulator touchpoints noted for Audit and Risk Chairs .
- Audit Committee: Member (FY2024; committee met 24 times) .
- Nominating & Corporate Governance Committee: Member (FY2024; committee met 5 times) .
- Board independence and attendance
- Board determined all directors except the CEO are independent (Dr. Nelson included) .
- 2024 attendance: all current directors attended ≥75% of applicable meetings; average total attendance 97%; Board held 10 regular and 5 special meetings .
- All directors serving at the time attended the 2024 annual meeting; directors are expected to attend annual meetings .
- Committee meeting cadence (FY2024)
- Audit: 24 meetings
- Finance: 8 meetings
- Compensation: 7 meetings
- N&CG: 5 meetings
- Risk & Compliance: 15 meetings
- Executive sessions and structure
- Independent directors meet without management on a regular basis; action items relayed to the CEO by the Chair as needed .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (Dr. Nelson) | $82,417 | Includes MVBF Board/committee and subsidiary board fees |
| Board Member Retainer (standard) | $20,000 | Annual retainer for MVBF Board members (non-Chair) |
| Risk & Compliance Chair Retainer | $20,000 | Annual chair fee |
| Audit Committee Member Retainer | $5,000 | Annual member fee |
| N&CG Committee Member Retainer | $3,000 | Annual member fee |
Notes:
- Director fees may also include compensation for service on MVB subsidiary boards; Dr. Nelson serves on MVB Bank’s board (footnote specifies cash fees include subsidiary board fees) .
Performance Compensation
| Grant Date | Award Type | Shares Granted | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| June 1, 2024 | Time-vested RSUs (annual grant) | 4,004 | $74,995 | Fully vests June 1, 2025 |
| 2024 (add’l director grant) | Time-vested RSUs (add’l) | 380 | Included in $82,192 total | Vests Oct 1, 2025 |
| 2024 Total Stock Awards (Dr. Nelson) | — | — | $82,192 | Mixed vesting as above |
Program structure (Directors):
- Standard equity: $75,000 of RSUs with one-year time vesting for all non-employee directors; 2024 grants: 4,004 shares at $18.73 per share; Dr. Nelson, Owen, Spielman received an additional 380 shares vesting Oct 1, 2025 .
- As of Dec 2024, 10,000 unexercised options outstanding for directors in aggregate (not specific to Dr. Nelson) .
Other Directorships & Interlocks
| Company | Public/Private | Role | Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No current other public company directorships disclosed for Dr. Nelson . |
| MVB Bank (subsidiary) | Private subsidiary | Director | Internal interlock within corporate group |
| Medbrook Children’s Charity | Non-profit | President/Director | Community leadership |
Compensation Committee interlocks:
- Company disclosed no Compensation Committee interlocks or insider participation in 2024 (Dr. Nelson is not listed as a Compensation Committee member) .
Expertise & Qualifications
- Medical and community expertise: Practicing physician with deep ties to North Central West Virginia’s medical community; community leadership via Medbrook Children’s Charity .
- Governance experience: Long-tenured MVBF director since 2004; currently Risk & Compliance Chair and member of Audit and N&CG, reflecting risk oversight and governance focus .
- Audit expertise: Not designated an Audit Committee Financial Expert (Board designated Herrick and Spielman), but serves on Audit Committee .
- Independence: Determined independent under Nasdaq standards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Kelly R. Nelson, MD | 90,252 | 0.70% |
Additional ownership details:
- Footnotes indicate director beneficial ownership includes options exercisable within 60 days; for Dr. Nelson, this includes 1,000 options that became exercisable on Feb 3, 2017 and additional options that became exercisable on Mar 21, 2018 and Feb 21, 2019 (aggregate noted in director footnote) .
- No pledged shares are disclosed for Dr. Nelson; pledging disclosures in table pertain to CEO and CFO (not Dr. Nelson) .
- Stock ownership guidelines: Directors must own 10x their annual cash retainer; average non-employee director ratio is 30.4x (value of holdings vs. $35,000 director retainer) as of 12/31/2024; compliance monitored annually .
- Insider Trading Policy prohibits hedging and imposes requirements for margin/pledged securities .
Related-Party Exposure and Conflicts
- General policy: Transactions with related persons (including directors) must be on substantially the same terms as with non-affiliates; related-party loans require Board approval and compliance with policy; Board maintains written procedures for related-party transactions .
- 2024 disclosure: No arrangements for third-party compensation to directors for Board service; no specific related-party transactions requiring disclosure identified for Dr. Nelson .
- Compensation Committee independence: Independent consultant (Pay Governance) engaged; no conflicts identified .
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay support: 71.06% approval; Board notes continued review and investor outreach .
- Independent compensation advisor retained (Pay Governance); no conflicts identified .
Risk Indicators & Signals
- Risk oversight strength: As Risk & Compliance Chair, Dr. Nelson oversees cybersecurity, BSA/AML/OFAC, fraud/identity risk, and broader risk programs; CRO and AML/Fintech Risk Officer report directly to the Risk Chair; committee met 15 times in 2024, indicating active oversight cadence .
- Audit linkage: Concurrent service on Audit Committee (24 meetings in 2024) enhances risk/controls connectivity .
- Attendance and engagement: Board average attendance 97% in 2024; all directors met ≥75% threshold .
Governance Assessment
- Positives
- Independent director with long service, currently chairing the pivotal Risk & Compliance Committee; direct reporting from CRO and AML/Fintech risk strengthens oversight .
- Multi-committee engagement (Audit, N&CG) with high committee activity levels (Audit 24; Risk 15; N&CG 5 meetings in 2024) suggests strong engagement .
- Meaningful ownership (90,252 shares; 0.70%) aligns with shareholders; no pledging disclosed for Dr. Nelson; robust ownership guidelines for directors .
- Company policies prohibit hedging and regulate pledging; formal related-party transaction controls in place .
- Watch items
- Say-on-Pay support at 71.06% in 2024 reflects room for improved investor alignment at the company level; while not specific to Dr. Nelson, directors share accountability for compensation oversight and investor engagement .
- Not designated an Audit Committee Financial Expert (others are designated), though he serves on Audit; continued reliance on designated experts mitigates this .
Overall, Dr. Nelson’s leadership of the Risk & Compliance Committee, cross-committee service, independence, and direct risk reporting lines support board effectiveness and investor confidence; no specific conflicts or related-party red flags were disclosed for him in 2024 .