The chair of MVB Financial Corp.’s audit committee has resigned, effective immediately, citing concerns with the company’s “executive compensation practices and philosophy.”
“The lack of alignment between pay and performance is simply not something I can justify,” Glen Herrick wrote in a resignation letter dated Feb. 26. MVB included the letter in a filing made with the Securities and Exchange Commission on Wednesday.
“Furthermore, I continue to believe that the lack of strategic focus on core profitability and recurring earnings is contrary to the best interests of shareholders,” Herrick wrote. “Unfortunately, my concerns have seemingly fallen on deaf ears or resulted in dubious claims to address them in the future.”
For its part, Fairmont, West Virginia-based MVB, which counts $3.3 billion in assets, reported $4.2 million in profit in its most recent quarter. That’s down more than 55% from the same three-month period a year earlier. In 2025 as a whole, the bank saw $26.9 million in profit – up 34% from the previous year.
Arguably, however, the bank could have posted a loss for 2025 without the third-quarter sale of its stake in embedded payments firm Victor Technologies to Jack Henry & Associates. That transaction generated $34.1 million in pre-tax gains.
On matters of executive pay, which Herrick raised in his letter, MVB CEO Larry Mazza received $2.17 million in total compensation for 2024 – the last year for which pay figures are available – according to the bank’s proxy materials. That’s down from about $2.8 million the year before, when Mazza received a nearly $356,000 bonus and $240,000 more in stock awards than he did in 2024.
Herrick, a senior adviser at two consulting firms – Klaros Group and Mickelson & Company – joined MVB’s board in January 2025 and became chair of the audit committee this January. He also served on the board’s finance committee.
MVB wasn’t the only bank on whose board Herrick sat. He’s also a director for Storm Lake, Iowa-based Central Bank, according to his LinkedIn profile. Until 2023, Herrick worked as CFO at Pathward Financial, formerly MetaBank. He also spent 20 years at Wells Fargo, including as CFO of the bank’s education finance division and senior vice president in risk management, as well as corporate finance and treasury, according to his LinkedIn profile.
“I have sought to work constructively with my fellow Board members and management to improve the Company’s corporate governance and enhance value for all shareholders,” Herrick wrote in his resignation letter. “However, it has become increasingly apparent that the majority of the Board is unwilling to take the measures necessary to allow the Company to adopt and implement best practices to effectively oversee management.”
MVB in October repositioned $73 million in securities in a move Mazza said “accelerates our path to stronger earnings and positions [the company] for enhanced profitability.”
“Based on our differing views on acceptable corporate governance practices and value creation strategy, I am no longer able to serve on the Board,” Herrick wrote in his letter.
MVB appointed Cheryl Spielman, who has served on the bank’s board since 2019, as the next chair of its audit committee.
