FVCBankcorp (FVCB) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders are asked to approve, in an advisory (non-binding) vote, the executive compensation program for named executive officers at the 2026 Annual Meeting on May 20, 2026.

• The Board of Directors unanimously recommends voting FOR all proposals, including the advisory vote on executive compensation.

Executive compensation and say-on-pay

• Executive compensation is closely aligned with company performance, with significant pay at risk and no formulaic approach; compensation reflects both short- and long-term shareholder returns.

• In 2023, net income fell to $3.8 million, resulting in a 45% decrease in CEO compensation and a 40% decrease for the President; no annual bonus or stock awards were granted for 2023.

• For 2025, net income rebounded to $22.1 million, with CEO and President compensation recovering proportionally; annual bonuses for 2025 were $500,000 (56% of CEO base salary) and $225,000 (46% of President base salary).

• Annual incentive compensation is based on performance metrics such as net income, asset growth, and credit quality, with a pooled bonus approach above a minimum acceptable return to shareholders.

• Long-term incentives use time-based vesting restricted stock units over four years, directly linking realized compensation to stock performance.

Board of directors and corporate governance

• Compensation Committee uses peer group benchmarking and considers executive tenure, experience, and leadership continuity in setting base salaries.

• The Board exercises informed judgment in bonus determinations, weighing financial and non-financial performance metrics.