The MVB Financial Corp. Incentive Stock Plan (the “Plan”) provides for the issuance of stock options, restricted stock awards and RSUs to selected employees and directors. On April 4, 2022, the Board of Directors adopted the MVB Financial Corp 2022 Incentive Plan (the “2022 Plan”), which was approved by the shareholders at the annual meeting dated, May 17, 2022. The 2022 Plan replaces the MVB Financial Corp. 2013 Stock Incentive Plan (the “2013 Plan”) and provides for 975,000 shares authorized for grant which includes the number of shares reserved for issuance under the 2013 Plan that remained available for grant thereunder as of the date of Board approval of the 2022 Plan. As of December 31, 2024, 385,697 shares remain available for issuance.

Stock-based compensation expense is recognized as salary and employee benefit cost based upon the fair value of the instruments on the date of the grant. The amount that we recognized in stock-based compensation expense related to the issuance of stock options and RSUs is presented in the following table:


(Dollars in thousands)	2024		2023		2022
Stock Options	$	370	$	435	$	501
RSUs	2,544		2,223		2,299
Total stock-based compensation expense	$	2,913	$	2,658	$	2,800

Proceeds from stock options exercised were $1.5 million, $0.6 million and $2.1 million during 2024, 2023 and 2022, respectively. During 2024, 2023 and 2022, certain options were exercised in broker-assisted cashless transactions. Shares were forfeited related to exercise price and related tax obligations, and we paid tax authorities amounts due resulting in a net cash outflow.

Under the provisions of the Plan, the option price per share shall not be less than the fair market value of the common stock on the grant date. Generally, options granted vest in three to five years and expire ten years from the grant date.


	2024
	Number of Shares	Weighted-Average Exercise Price
Outstanding at beginning of year	890,745	$	16.80
Granted	35,250	18.63
Exercised	(101,483)	14.68
Forfeited	(19,082)	25.18
Expired	(9,018)	28.50

Outstanding at end of year	796,412	$	16.82

Exercisable at end of year	696,163	$	16.20

Weighted-average fair value of options granted during 2024		$	5.59
Weighted-average fair value of options granted during 2023		$	7.17
Weighted-average fair value of options granted during 2022		$	14.94

The fair value for the options was estimated at the grant date using a Black-Scholes option-pricing model with the following inputs:


	2024		2023		2022
Average risk-free interest rates	4.21	%	4.06	%	2.23	%
Weighted-average life (years)	7		7		7
Expected volatility	36.9	%	42.4	%	41.2	%
Expected dividend yield	3.54	%	3.07	%	1.58	%

The following summarizes information related to the total outstanding and exercisable stock options at December 31, 2024:


Options Outstanding				Options Exercisable
Total Options	Weighted-Average Exercise Price	Intrinsic Value (in millions)	Weighted-Average Remaining Life	Total Options	Weighted-Average Exercise Price	Intrinsic Value (in millions)	Weighted-Average Remaining Life
796,412	$16.82	$3.5	3.44	696,163	$16.20	$3.4	2.79

At December 31, 2024, total unrecognized pre-tax compensation expense related to unvested stock options outstanding was $0.5 million. This cost is expected to be recognized over a weighted-average period of 1.8 years. For the year ended December 31, 2024, the fair value of stock options vested was $0.3 million.

Under the provisions of the Plan, RSUs are similar to restricted stock awards, except the recipient does not receive the stock immediately, but instead receives the stock according to a vesting plan and distribution schedule, after achieving required performance milestones or upon remaining with us for a particular length of time. Each RSU that vests entitles the recipient to receive one share of our common stock on a specified issuance date. The recipient does not have any stockholder rights, including voting, dividend or liquidation rights, with respect to the shares underlying awarded RSUs until the recipient becomes the record holder of those shares.

We granted 207,012 RSUs in 2024, 130,114 of which were time-based awards and 76,898 of which were performance-based awards. Time-based RSUs granted in 2024 generally vest in three equal installments over a three-year period, with the exception of time-based grants to members of the Board of Directors, which vest over a one-year period. Performance-based RSUs vest in one installment at the end of three years, based on set criteria.


	2024
	Shares	Weighted-Average Grant Date Fair Value
Balance at beginning of year	283,655	$	23.44
Granted	207,012	18.12
Vested	(111,500)	18.96
Forfeited	(46,012)	30.92
Balance at end of year	333,155	$	20.60

Weighted-average fair value of RSUs granted during 2024		$	18.12
Weighted-average fair value of RSUs granted during 2023		$	17.42
Weighted-average fair value of RSUs granted during 2022		$	38.04

At December 31, 2024, based on RSU awards outstanding at that time, the total unrecognized pre-tax compensation expense related to unvested RSU awards was $3.6 million. This cost is expected to be recognized over a weighted-average period of 1.8 years. At December 31, 2024, the fair value of RSU awards vested during the year was $2.1 million.

In December 2021, Victor's Board of Directors approved the Victor Technologies, Inc. 2021 Incentive Plan (the “2021 Victor LTI Plan”) which is an incentive plan denominated in Victor’s common shares. The 2021 Victor LTI Plan provides for the issuance of stock options, stock appreciation rights, restricted stock awards and restricted stock units to selected employees and directors. Effective November 2024, the maximum number of shares that may be issued under the plan was amended to 4.0 million shares from 3.0 million. As of December 31, 2024, 738,798 shares remain available for issuance.

During 2024, Victor issued a total of 1,952,212 options to employees and non-employees at an average exercise price of $0.37 per share. The options have a ten-year term and will vest over a three-year period, so long as the optionees remain employed by Victor.


	2024
	Shares	Weighted-Average Grant Date Fair Value
Balance at beginning of year	636,698	$	0.29
Granted	1,952,212	0.37
Vested	(436,339)	0.29

Balance at end of year	2,152,571	$	0.36

Weighted-average fair value of RSUs granted during 2024		$	0.37
Weighted-average fair value of RSUs granted during 2023		$	0.29
Weighted-average fair value of RSUs granted during 2022		$	0.29