Cheryl D. Spielman
About Cheryl D. Spielman
Cheryl D. Spielman (age 70) is an independent director of MVB Financial Corp. (MVBF). She joined the board in 2019 and is currently in a term scheduled to end in 2026. Spielman is a retired Ernst & Young U.S. LLP partner with a deep audit, tax, and human capital background; she holds a B.S. from Cornell University (1977), an MBA from the University of Chicago (1980), and is a CPA. The board has designated her as an Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young U.S., LLP | Partner; Leader, Human Capital for Financial Services | 1997–2015 | Led financial services human capital for 8 years; audit and tax background |
| Arthur Young & Company | Tax professional | Not disclosed | Early-career tax expertise |
| IPM (private technology SI) | Director | Until sale in 2017 | Board member until company sold |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| First Republic Bank | Director | 2017–2019 | Public company bank board experience |
| Cornell University Hillel | Trustee | Not disclosed | Non-profit governance |
| Women’s Foundation of South Palm Beach County | Board role | Not disclosed | Non-profit governance |
| Polo Club of Boca Raton | Board of Governors; former EVP, Treasurer & Compensation Chair | Not disclosed | Club governance leadership |
Board Governance
- Independence: The board determined all directors except the CEO are independent; Spielman is independent and an Audit Committee Financial Expert .
- Attendance: In 2024, the board held 10 regular and 5 special meetings; all directors attended at least 75% of meetings, with average attendance of 97%. In 2023, average attendance was 98%; all directors attended the annual meeting .
- Committee memberships and chair roles:
- Audit Committee: Chair through the period leading to the 2025 Annual Meeting; committee met 24 times in 2024. Post-Annual Meeting, Spielman remains a member and Glen W. Herrick becomes Chair .
- Finance Committee: Member in 2024; post-Annual Meeting, Spielman will serve as Chair .
- Risk & Compliance Committee: Member .
- Executive sessions: Independent directors meet without management regularly .
- Audit oversight: Audit Committee report lists Spielman as Chairperson as of the 2025 proxy .
| Committee | FY2024 Role | Meetings FY2024 | Post-2025 Annual Meeting Role |
|---|---|---|---|
| Audit | Chair | 24 | Member (Chair transitions to Herrick) |
| Finance | Member | 8 | Chair |
| Risk & Compliance | Member | 15 | Member |
Fixed Compensation
| Year | Cash Fees ($) | RSU Grant Details | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 79,000 | 4,004 RSUs granted 6/1/2024 @ $18.73; vests 6/1/2025; plus 380 RSUs vesting 10/1/2025 | 82,192 | 161,192 |
| 2023 | 79,375 | 4,162 RSUs granted 6/1/2023 @ $18.02; vested 6/1/2024 | 75,000 | 154,375 |
Director fee schedule (2024; annual retainers):
- Board member: $20,000; Chairman of the Board: $50,000
- Committee chairs/members:
- Audit: $25,000 chair / $5,000 member
- Risk & Compliance: $20,000 chair / $4,000 member
- Compensation: $20,000 chair / $4,000 member
- Nominating & Corporate Governance: $15,000 chair / $3,000 member
- Finance: $20,000 chair / $4,000 member
- Equity: All non-employee directors receive $75,000 RSUs with one-year time vest; Spielman received a slightly higher fair value ($82,192) due to an additional 380-share award vesting later in 2025 .
Performance Compensation
- Directors at MVB receive time-based RSUs; no performance-conditioned (PSU) director awards are disclosed. The annual director equity grant is $75,000 RSUs with one-year vesting; Spielman’s 2024 director stock awards included 4,004 RSUs vesting 6/1/2025 and an additional 380 RSUs vesting 10/1/2025 .
| Metric | Weight | Threshold | Target | Max | Applicable to Directors? |
|---|---|---|---|---|---|
| Director equity – time-based RSUs | N/A | N/A | 1-year vest | N/A | Yes |
Other Directorships & Interlocks
- Compensation Committee interlocks: None; no insider participation in 2024–2025 .
- External public company directorships: First Republic Bank (2017–2019) .
- No disclosed interlocks with competitors/suppliers/customers involving Spielman; a related lending relationship referenced for another director (BillGO) was closed; no Spielman-related related-party transactions disclosed .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; extensive audit/tax background; human capital leadership for financial services; CPA .
- Industry experience across financial services, consumer products, entertainment; governance roles in non-profits and private companies .
Equity Ownership
| Holder | Beneficial Shares | % of Outstanding | Notes |
|---|---|---|---|
| Cheryl D. Spielman | 25,140 | 0.19% | No pledged shares disclosed for Spielman in the beneficial ownership table |
- Ownership guidelines: Directors must hold 10x their annual cash retainer; average non-employee directors held ~30.4x vs guideline by year-end 2024. Shares that count include time-based restricted stock; options and unearned performance shares do not count .
- Insider trading policy prohibits hedging by directors; pledging permitted only with prior board approval up to 50% of beneficial ownership, with annual disclosure of pledged shares (none disclosed for Spielman) .
Governance Assessment
- Strengths:
- Audit expertise and designation as financial expert; chaired an active Audit Committee (24 meetings in 2024), indicating deep engagement and oversight .
- Clear independence; consistent attendance; experience across finance and governance enhances board effectiveness .
- Transition to Finance Committee Chair post-Annual Meeting aligns with her finance and audit background .
- Director equity and ownership guidelines promote alignment; no pledged shares disclosed for Spielman; hedging prohibited for directors .
- Potential watch items:
- Board-level say-on-pay support slipped to 71.06% in 2024 (executive compensation advisory vote), a governance climate signal for investor engagement though not director-specific .
- Related-party transactions policy exists and one prior lending relationship involved another director; none disclosed relating to Spielman .
Overall signal: Spielman’s audit chair tenure, financial expert designation, and upcoming Finance Committee chair role reflect strong governance credentials and active oversight, with no disclosed conflicts or red flags tied to her, supporting investor confidence in board risk and audit supervision .