Larry F. Mazza
About Larry F. Mazza
Larry F. Mazza (age 64) is Chief Executive Officer and Director of MVB Financial Corp.; he joined MVB in 2005 and became CEO in 2009 after prior roles as a CPA at KPMG and 20 years at BB&T/Truist in regional leadership and president roles . Under his leadership, MVB has grown to over $3.4B in assets and expanded into fintech partnerships; at MVB Bank he serves on ALCO, Loan Approval, and Loan Review committees and is Executive Chair of MVB Edge Ventures . 2024 performance context: EPS was $1.56 and net income $20.245M; the TSR index value declined to 94.69 (base 100 at 12/31/2019) while peer TSR index was 112.46; tangible book value per share ended 2024 at $23.37 . In 2025, he led strategic actions including the sale of Victor Technologies (pre-tax gain $34.1M), a securities repositioning expected to add $0.30–$0.35 to annualized EPS, and completion of a $10M share repurchase program .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| KPMG | Certified Public Accountant (audit focus incl. financial institutions) | — | Foundation in financial reporting and controls |
| BB&T (now Truist) | Senior VP & Retail Banking Manager WV North; President, Empire National Bank; Regional President, One Valley Bank | 20 years | Regional P&L leadership and growth experience |
| MVB Financial | Joined 2005; CEO | CEO since 2009 | Led transformation from community bank to NASDAQ-listed fintech-forward platform |
External Roles
| Organization | Role | Years | Strategic impact / committees |
|---|---|---|---|
| West Virginia Board of Banking & Financial Institutions | Member (appointed by three governors) | 2010–present | State-level regulatory oversight experience |
| Intercoastal Mortgage, LLC | Founding Board Member | — | Mortgage banking insights in Mid-Atlantic region |
| BillGO, Inc. | Director | — | Fintech/payments domain expertise |
| Gen-Opp Fund | Board Member | — | Banking/fintech investment perspective |
| PDC Energy (acquired by Chevron 2023) | Director | 2007–2019 | Compensation Committee; Chair Nominating & Governance; Audit Committee member |
| Kraken Financial (SPDI) | Board Member | 2020–2023 | Digital assets/fintech governance |
Board Governance
- Board service: Director of MVB Financial (term ends 2026) . Only non‑independent director; all others independent under Nasdaq rules .
- Committees: Not listed as a member of holding company committees; board chair and all committees are led by independent directors; he participates on bank-level ALCO, Loan Approval, Loan Review .
- Leadership structure: Separate Chair (W. Marston Becker), CEO (Mazza) and President roles; separation intended to support independent oversight .
- Attendance: Board held 10 regular and 5 special meetings in 2024; average attendance 97% (directors ≥75%); executive sessions are held without management .
Fixed Compensation
| Year | Base salary ($) | Stock awards ($) | Non‑equity incentive ($) | Bonus ($) | All other comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 851,846 | 552,402 | 0 | 0 | 63,896 | 1,468,144 |
| 2023 | 850,000 | 797,471 | 669,311 | 355,882 | 84,614 | 2,801,640 |
| 2024 | 850,000 | 557,110 | 680,213 | 0 | 82,687 | 2,170,010 |
- 2024 All other compensation detail: Board fees $45,000; 401(k) match $13,800; perquisites $23,887 .
- Base salary unchanged at $850,000 in 2023 and 2024 .
Performance Compensation
2024 Annual Incentive Plan (AIP)
Primary trigger: Tier 1 Capital Ratio ≥9.5% (actual 11.2%) . Overall plan payout: 102.67% of target; Mazza’s AIP paid $680,213 on 75% target bonus rate .
| Metric (weight) | Threshold | Target | Maximum | Actual 2024 | Payout vs target |
|---|---|---|---|---|---|
| EPS (20%) | $1.55 | $1.80 | $2.00 | $1.56 | 86% |
| Total Noninterest Expense (20%) | $130,000,000 | $125,000,000 | $115,000,000 | $122,226,685 | 128% |
| Charge‑Offs/Total Loans (20%) | 0.50% | 0.40% | 0.30% | 0.21% | 200% |
| Total Core Deposits Growth (20%) | $50,000,000 | $100,000,000 | $150,000,000 | $(116,844,235) | 0% |
| Individual Performance (20%) | — | — | — | Ratings varied | — |
Long‑Term Incentive Plan (LTIP)
- Design: 50% time‑based RSUs (3‑year graded vesting); 50% performance‑based RSUs earned on 3‑year cumulative EPS (50%) and cumulative TBV/share (50%); relative TSR vs S&P U.S. SmallCap Banks Index applies ±20% modifier; 0–200% payout cap .
- 2024–2026 LTIP goals (select): Cumulative TBV thresholds/target/max of $74.25/$80.15/$87.15; cumulative EPS $5.75/$6.21/$6.69; TSR modifier floors/caps at 25th/75th percentiles (80%/120% multiplier, not exceeding 200%) .
- Realization: 2022–2024 performance PSUs paid 0% (3‑yr average TBV/share $22.02 below $29.00 threshold; 3‑yr TSR at 3rd percentile below 25th) .
2024 Equity Grants (Mazza)
| Grant date | Vehicle | Target % of salary | Shares granted | Grant price ($) |
|---|---|---|---|---|
| 5/1/2024 | Time‑based RSUs | 65% | 15,021 | 18.39 |
| 5/1/2024 | Performance RSUs (EPS) | — | 7,510 | 18.70 |
| 5/1/2024 | Performance RSUs (TBV) | — | 7,510 | 18.70 |
Vesting/realizations: 28,510 shares vested in 2024; no option exercises in 2024 (vs. 21,250 options exercised in 2023) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 885,941 shares (6.71% of class) |
| Shares pledged as collateral | 339,566 pledged to finance option exercises (Board‑approved under pledge policy) |
| Ownership guideline | CEO 3x base salary requirement; Mazza at 18.4x based on $15,624,738 in common share value vs $850,000 salary (12/31/2024) |
| Hedging/Pledging policy | Hedging prohibited; pledging permitted with prior Board approval up to 50% of beneficial ownership, subject to disclosure |
Outstanding awards at 12/31/2024:
- Stock options (exercisable): 100,000 (2/3/2016, $12.50); 50,000 (3/21/2017, $12.85); 100,000 (2/21/2018, $19.65) .
- Unvested time‑based RSUs: 2020: 4,190; 2021: 2,754; 2022: 2,478; 2023: 11,765; 2024: 15,021 .
- Unearned PSUs: 2022: 6,549; 2023: 17,004; 2024: 15,020 .
Vesting considerations and selling pressure:
- Time‑based RSUs vest ratably over three years; 2024 grant implies annual vesting over 2025–2027; PSUs cliff‑vest based on 3‑year performance, with TSR modifier . 2024 showed 28,510 shares vesting (potential supply) .
Employment Terms
| Term | Key provisions |
|---|---|
| Agreement | Amended and restated executive employment agreement effective 1/1/2023; 3‑year term to 1/1/2026; automatic 1‑year renewals unless notice of non‑renewal |
| Base salary eligibility | $850,000 with eligibility for annual incentive plan |
| Severance (no cause/good reason) | Two years’ base salary continuation + pro‑rated bonus for year of termination; certain time‑based equity vesting within 12 months accelerates; PSUs within 12 months remain eligible; others forfeited |
| Change‑in‑control (CIC) | If terminated without cause (or for good reason) within 1 year post‑CIC or 3 months pre‑CIC: severance per above + additional 0.5x severance; all equity immediately vests |
| Restrictive covenants | 12‑month post‑employment non‑compete; non‑interference/non‑solicit; confidentiality; treatment of company property |
| Quantified as‑of 12/31/2024 | Termination without cause: $2,406,829 cash/benefits; time‑based RSUs of $749,506 would immediately vest |
Recent role update: On July 10, 2025 MVB reappointed Mazza as President in addition to CEO; a CFO transition was announced with an EVP/CFO appointment . He certified Q3’25 10‑Q as CEO, President and Director .
Say‑on‑Pay and Peer Program
- Say‑on‑Pay support: 91.53% approval in 2023; 71.06% in 2024 (annual vote) .
- Compensation consultant: Pay Governance LLC (independent; fees ≤$120,000 in 2024) .
- 2024 peer group (selected): Blue Ridge Bankshares; MainStreet Bancshares; Pathward Financial; Coastal Financial; Live Oak; Triumph; ConnectOne; others; The Bancorp, Inc. removed; two additions (Blue Ridge, MainStreet) .
Performance & Track Record
- 2024 highlights: TBVPS $23.37; capital ratios (Bank) CBLR 11.2%, Tier 1 RBCR 15.1%, Total RBCR 15.8%, TCE/TA 9.7%; no FHLB or Fed borrowings outstanding at year‑end; common dividend $0.68/share .
- Pay versus performance: 2022–2024 TSR ranked 3rd percentile; 3‑yr average TBV/share $22.02 below threshold—PSUs paid 0% for 2021–2023 and 2022–2024 cycles .
- 2025 execution: Sale of Victor Technologies (pre‑tax gain $34.1M); securities portfolio repositioning (expected $0.30–$0.35 incremental annualized EPS); completed $10M repurchase (473,584 shares at $21.15 avg) .
Investment Implications
- Pay‑for‑performance alignment is mixed near‑term: 2024 AIP paid modestly above target on risk/expense execution, but multi‑year PSUs paid 0% for two consecutive cycles (below‑threshold TBV/TSR), indicating downside sensitivity in equity pay and lower realizable compensation when shareholder returns lag .
- Alignment/skin‑in‑the‑game is high but pledging is a key watch item: Mazza beneficially owns 6.71% of shares and far exceeds ownership guidelines (18.4x salary), yet 339,566 shares are pledged; pledging is allowed (≤50% with Board approval) but still a potential overhang in stress scenarios .
- Retention/CIC economics are moderate by bank standards: 2.0x base salary severance (plus 0.5x in CIC) with 12‑month non‑compete and equity vesting protections; quantified severance at $2.41M and $0.75M of time‑based RSUs accelerable as of 12/31/2024 .
- Governance risk appears contained by structure: Board Chair is independent; CEO is not Chair; independent committee leadership and regular executive sessions mitigate dual‑role concerns; 2024 Say‑on‑Pay drop to 71% suggests shareholders scrutinized program changes and/or outcomes .
- Execution catalysts: 2025 portfolio actions (Victor sale, securities repositioning, buybacks) could lift EPS and TBV trajectory, aiding future PSU realizations if EPS/TBV targets are met; monitor 2024–2026 PSU goal path and 2025 AIP matrix shift (loan growth replaces core deposit growth) .