A community bank board member resigns, leaving with sharp criticism

Director Resigns from MVB Financial Amid Governance Disputes

• Key Point:

  In a rare move, a member of MVB Financial’s board stepped down, openly criticizing the company as he left—a decision one analyst called “highly unusual.”

• Financial Overview:

  MVB reported a profit of $26.9 million for 2025, marking a 34% increase from the previous year. However, this surge was largely attributed to a one-time asset sale.

• Statement from the Departing Director:

  “Due to fundamental disagreements over corporate governance standards and strategies for creating value, I can no longer continue as a board member.” — Glen Herrick, former MVB Director

After only 14 months on the board, a director at a West Virginia-based community bank has resigned, citing unresolved disagreements over executive pay and what he described as insufficient focus on sustainable, recurring profits.

MVB Financial made Glen Herrick’s sudden exit public in a recent filing with the Securities and Exchange Commission.

In his resignation letter dated February 26, which was included in the SEC filing, Herrick revealed he had consistently voiced concerns about the company’s approach to executive compensation. He noted that his feedback was either ignored or met with vague promises for future action.

Herrick reiterated, “Given our conflicting perspectives on governance and value creation, I am unable to remain on the board.”

Herrick currently serves as a senior advisor for both Mickelson & Company, a consulting firm in Sioux Falls, South Dakota, and Klaros Group, which specializes in financial services advisory and investment.

From 2013 to 2023, he was the chief financial officer at Pathward Financial (formerly MetaBank), also based in Sioux Falls.

Additionally, Herrick sits on the board of Central Bank in Storm Lake, Iowa, having joined the $2.26 billion-asset institution in January 2023.

When MVB, headquartered in Fairmont, West Virginia, appointed Herrick to its board in January 2025, the company highlighted his experience at Pathward, a $7.56 billion-asset bank known for its partner-banking model.

MVB, which also operates in the banking-as-a-service sector, named Herrick chair of its audit committee in January 2026. He was also part of the finance committee.

In his resignation, Herrick criticized MVB for failing to align executive compensation with company performance and for lacking a clear strategy to drive ongoing profitability.

According to the latest SEC proxy, CEO Larry Mazza received a base salary of $850,000 in 2024. His total compensation, including incentives and stock awards, was $2.17 million—down from $2.80 million in 2023.

President and CFO Donald Robinson earned $1.07 million in total compensation for 2024, a decrease from $1.3 million the previous year.

In its most recent quarterly report, MVB posted net income of $4.2 million for the fourth quarter of 2025, a drop from $9.4 million in the same period a year earlier. The full-year profit for 2025 was $26.9 million, up 34% from 2024, but this included a one-time $34.1 million gain from the sale of its stake in Victor Technologies to Jack Henry & Associates.

In 2023, MVB reported net income of $31.2 million.

Analyst Brett Rabatin of Hovde described Herrick’s resignation letter as “highly unusual,” but suggested it is unlikely to have a lasting impact.

While Herrick’s exit may appear to be an act of independent oversight, Rabatin argued in a research note that the concerns raised were unwarranted and not significant.

Rabatin, who rates MVB’s stock as “outperform,” also noted that Herrick seemed to leave “with considerable noise after being an outlier on the board.”

Herrick did not immediately respond to requests for further comment, and MVB declined to provide additional statements.

His resignation follows closely on the heels of MVB Chairman Marston Becker’s announcement of his retirement. Becker had served on the board since 2020.

Kelly Nelson, a board member since 2004, has taken over as chairman.