Director resigns at MVB Financial (NASDAQ: MVBF) citing governance and pay issues

Rhea-AI Filing Summary

MVB Financial Corp. reported that director Glen W. Herrick resigned from the boards of the company and its subsidiary MVB Bank, effective February 26, 2026. He previously served as Chair of the Audit Committee and a member of the Finance Committee.

In his resignation letter, Herrick cited concerns related to corporate governance practices, executive compensation practices and philosophy, and the company’s strategic focus. The letter did not raise any issues about financial statements, accounting policies, internal control over financial reporting, or auditing matters. The boards appointed existing Audit Committee member Cheryl Spielman as the new Audit Committee Chair, and she is identified as an “audit committee financial expert” under SEC rules.

Positive

• None.

Negative

• Audit Committee Chair resignation over governance and pay concerns: Director Glen W. Herrick resigned, relinquishing his role as Audit Committee Chair and Finance Committee member, citing issues with corporate governance practices, executive compensation practices and philosophy, and strategic focus, which may signal meaningful board-level disagreement about oversight and direction.

Insights

Bank governance and risk analyst

Director exit over governance and pay is a governance negative.

MVB Financial Corp. disclosed that director Glen W. Herrick resigned, stepping down as Audit Committee Chair and Finance Committee member. His role overseeing financial reporting and risk made him an important part of the company’s oversight structure.

Herrick’s resignation letter cites concerns about corporate governance practices, executive compensation approach, and strategic focus. While the letter explicitly avoids criticizing financial statements, accounting, controls, or auditing, the governance and pay-related disagreements can indicate board-level tension around oversight and long-term direction.

The boards have elevated current Audit Committee member Cheryl Spielman, who is described as an “audit committee financial expert,” to Audit Committee Chair. This preserves technical audit expertise at the committee level, but investors will likely pay attention to any future disclosures, including Herrick’s potential response letter, to better understand the underlying governance issues.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 26, 2026

MVB Financial Corp

(Exact name of registrant as specified in its charter)

West Virginia		001-38314		20-0034461
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

301 Virginia Avenue, Fairmont, WV				26554-2777
(Address of principal executive offices)				(Zip Code)

(304) 363-4800

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, $1.00 par value		MVBF		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 26, 2026, Glen W. Herrick resigned from his position as director of MVB Financial Corp. (the “Company”) and its wholly-owned subsidiary, MVB Bank, Inc. (the “Bank”), effective immediately, and furnished a letter to the Company’s board of directors (the “Board”) concerning the circumstances surrounding his resignation (the “Resignation Letter”). At the time of his resignation, Mr. Herrick was Chair of the Company’s Audit Committee and a member of the Finance Committee. With Mr. Herrick’s resignation, the respective boards of the Company and the Bank have appointed Cheryl Spielman as the Chair of the Audit Committee of the Board. Ms. Spielman is a current member of the Audit Committee and qualifies as an “audit committee financial expert” under applicable U.S. Securities and Exchange Commission (“SEC”) rules and regulations.

In the Resignation Letter, Mr. Herrick cited matters relating to the Company’s corporate governance practices, executive compensation practices and philosophy, and the Company’s strategic focus. The Resignation Letter did not reference any matter relating to the Company’s financial statements, accounting policies or practices, internal control over financial reporting, or auditing matters.

A copy of the Resignation Letter is attached as Exhibit 17.1 to this Current Report on Form 8-K (this “Form 8-K”). The foregoing summary is qualified in its entirety by reference to the full text of the Resignation Letter.

The Company has provided Mr. Herrick with a copy of the disclosures it is making in response to this Item 5.02 no later than the date of filing this Form 8-K with the SEC. The Company will provide Mr. Herrick with the opportunity to furnish the Company as promptly as possible with a letter addressed to the Company stating whether Mr. Herrick agrees with the statements made by the Company in response to this Item 5.02 and, if not, stating the respects in which he does not agree. The Company will file any such letter received from Mr. Herrick with the SEC as an exhibit by an amendment to this Form 8-K within two business days after receipt by the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

17.1		Resignation Letter of Glen W. Herrick.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

MVB FINANCIAL CORP.
By:		/s/ Michael R. Sumbs
		Michael R. Sumbs
		Executive Vice President and Chief Financial Officer

Date: March 4, 2026

FAQ

Why did Glen W. Herrick resign from MVB Financial Corp. (MVBF)?

Glen W. Herrick resigned as a director of MVB Financial Corp. citing matters related to corporate governance practices, executive compensation practices and philosophy, and the company’s strategic focus. His resignation did not reference any concerns about financial statements, accounting policies, internal controls, or auditing matters.

What board roles did Glen W. Herrick hold at MVB Financial Corp. (MVBF)?

At the time of his resignation, Glen W. Herrick was Chair of the Audit Committee and a member of the Finance Committee for MVB Financial Corp. and its bank subsidiary. These roles gave him significant oversight of financial reporting and related risk management at the company.

Who is replacing Glen W. Herrick as Audit Committee Chair at MVB Financial Corp. (MVBF)?

Following Glen W. Herrick’s resignation, the boards of MVB Financial Corp. and MVB Bank appointed Cheryl Spielman as Chair of the Audit Committee. She is already a member of the Audit Committee and is described as an “audit committee financial expert” under applicable SEC rules and regulations.

Did Glen W. Herrick’s resignation at MVB Financial Corp. (MVBF) involve financial reporting concerns?

The resignation letter explicitly did not reference any matter related to MVB Financial Corp.’s financial statements, accounting policies or practices, internal control over financial reporting, or auditing matters. Instead, it focused on corporate governance, executive compensation approach, and overall strategic focus of the company.

Will MVB Financial Corp. (MVBF) disclose Glen W. Herrick’s views on its description of his resignation?

MVB Financial Corp. has provided Glen W. Herrick with its disclosures and will offer him the opportunity to send a letter stating whether he agrees with them. Any such letter received will be filed as an exhibit by amendment within two business days after receipt.

What exhibit related to Glen W. Herrick’s resignation did MVB Financial Corp. (MVBF) include?

MVB Financial Corp. attached the resignation letter of Glen W. Herrick as Exhibit 17.1. This document provides the full context for his decision to resign, beyond the company’s brief summary, and is referenced as the authoritative source for the circumstances described.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-17.1 EX-17.1 4.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 16.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 10.6 KB