W. Marston Becker

About W. Marston Becker

W. Marston “Marty” Becker, 72, is an experienced insurance and financial services executive with 40+ years across CEO and chairman roles in insurance, reinsurance, brokerage, private equity, advisory, and investment banking in the U.S. and internationally . He joined the MVB Financial Corp. Board in 2020 and his current term ends in 2026; he serves as Chairman of the Board of MVB Financial Corp. and MVB Bank . Becker is identified as independent under Nasdaq rules, with the Board noting seven of eight directors are independent and all except the CEO are independent .

Past Roles

External Roles

Board Governance

• Roles: Chairman of the Board; Chair, Human Resources and Compensation Committee; member, Finance Committee; member, Risk & Compliance Committee; member, N&CG Committee (as reflected for FY2024) .
• Independence: Board determined all directors except the CEO are independent under Nasdaq Rule 5605(a)(2); Becker is independent .
• Attendance and engagement: In 2024, the Board held 10 regular meetings and 5 special project/strategic meetings; all directors attended ≥75% of meetings, with average total attendance of 97%. Directors regularly hold executive sessions without management; the Chair communicates action items to the CEO .
• Compensation Committee operations: Met 7 times in 2024; members included Becker (Chair), Ebert, Slader (retiring May 20, 2025), with Maculaitis joining in Q1 2025; the charter was reviewed/approved March 18, 2025 .
• Independent compensation consultant: Pay Governance, LLC engaged since 2021; 2024 fees did not exceed $120,000; the Committee found no conflicts and confirmed independence under SEC Rule 10C-1(b)(4) and NYSE American rules .
• Board structure: Classified board with staggered terms; declassification requires ≥75% of voting power to amend Articles. Highest votes cast historically was 77.37%, three-year average 76.29% .
• Related-party transactions: Any director/officer-related transactions are conducted on market terms and require Board approval; no third-party arrangements for director compensation candidacy/service were identified for disclosure .

Fixed Compensation

• Program structure (2024):
  • Annual Board cash retainer: $20,000
  • Chairman of the Board retainer: $50,000
  • Committee retainers: Audit ($25,000 chair; $5,000 member), Risk & Compliance ($20,000 chair; $4,000 member), Compensation ($20,000 chair; $4,000 member), N&CG ($15,000 chair; $3,000 member), Finance ($20,000 chair; $4,000 member) .
  • Equity: $75,000 RSUs annually, one-year time vesting .
• 2024 actual director compensation (cash vs equity):

  Director	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Total ($)
  W. Marston Becker	$118,000	$74,995	$192,995

• Notes: Fees include Board and committee fees and subsidiary board fees; no change to the form/amount of director compensation for 2024 .

Performance Compensation

• Equity grant details (2024):

  Grant Type	Grant Date	Shares	Grant-Date Price	Grant-Date Fair Value	Vesting
  RSUs (time-vested)	June 1, 2024	4,004	$18.73	$74,995	Fully vest on June 1, 2025

• Performance metrics tied to director compensation: None disclosed; director RSUs are time-based and not performance-contingent .

Other Directorships & Interlocks

• Compensation Committee interlocks: None during 2024; no relationships requiring Item 404 disclosure for Committee members .

Expertise & Qualifications

• Finance and M&A expertise; long-tenured leadership across insurance, reinsurance, brokerage, and advisory/investment banking roles; experience serving on public company boards .
• MVB cites Becker’s finance/M&A background and public board experience as qualifications for Board service .

Equity Ownership

• RSUs outstanding (unvested): 4,004 RSUs granted June 1, 2024, vesting June 1, 2025 .
• Pledging: The proxy discloses pledged shares for Mazza and Robinson; no pledged shares are disclosed for Becker in the ownership table .
• Ownership guidelines: Directors must own 10x their annual cash retainer within 3 years; average non-employee director holdings equal ~30.4x of the cash retainer (as of 12/31/2024). Shares counted include outright, trust, immediate family, and time-based restricted stock; options and unearned performance shares do not count .

Governance Assessment

• Positive signals:

  • Independent Board Chair with multi-committee leadership; Compensation Committee met seven times in 2024, evidencing oversight cadence .
  • Strong independence posture; all directors except the CEO are independent; committee members and chairs are independent under Nasdaq/SEC rules .
  • High engagement: average 97% attendance; regular executive sessions without management .
  • Structured director compensation with modest cash retainers and annual equity grants; no 2024 changes (cost discipline/consistency) .
  • Use of independent compensation consultant (Pay Governance); no conflicts; formal governance policies including clawback, ownership guidelines, prohibition of hedging/pledging .

• Watch items / potential risks:

  • Say-on-Pay support of 71.06% at the 2024 meeting—below typical large-cap norms—suggests some investor concern around executive pay design; continued responsiveness is noted .
  • Classified board structure; declassification requires a high threshold (≥75% voting power), which can be perceived as entrenchment risk by some investors .
  • Director equity awards are time-based RSUs (no performance conditions), which reduce at-risk linkage versus performance-based director equity; typical for directors but relevant for alignment discussions .
  • Numerous external board/advisory roles across insurance and PE may heighten time-commitment scrutiny; no Item 404 conflicts or compensation committee interlocks disclosed for 2024 .
  • Related-party transactions (e.g., director/officer banking relationships) occur in ordinary course and require Board approval; governed by policies to ensure market terms .

• Overall: Becker brings deep governance leadership and sector expertise as an independent Chair and Compensation Committee Chair with strong attendance and independence indicators; primary governance debate points center on board classification, moderate say-on-pay support, and the non-performance nature of director equity awards .