- Key insight: In a move described by an analyst as “very unusual,” a director at MVB Financial sharply criticized the company as he quit the board.
- Supporting data: MVB earned $26.9 million in 2025, up 34% from a year earlier, though profits were boosted by a one-time asset sale.
- Expert quote: “Based on our differing views on acceptable corporate governance practices and value creation strategy, I am no longer able to serve on the board.” — Former MVB Director Glen Herrick
UPDATE: This story includes a summary of research findings about director resignations as well as outside commentary.
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A director at a West Virginia community bank has quit after serving for just 14 months, citing differences over executive compensation and what he termed a “lack of strategic focus on core recurring earnings.”
MVB Financial disclosed Glen Herrick’s abrupt departure late Wednesday in a filing with the Securities and Exchange Commission.
In a letter of resignation dated Feb. 26, which the $3.3 billion-asset MVB included in its SEC filing, Herrick stated that he had “repeatedly” raised concerns about the company’s executive-compensation practices and philosophy. He added that his concerns had “seemingly fallen on deaf ears or resulted in dubious claims to address them in the future.”
“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 added.
Instances of departing directors expressing dissatisfaction publicly are exceedingly rare both at banks and other public companies.
Indeed, researchers at the Hebrew University of Jerusalem who
“Outspoken director resignations are crucial to a firm’s governance structure,” the study’s authors wrote. “Directors, as salaried employees, are generally permitted to resign irrespective of motive or circumstance. Those who are unsatisfied with practices that their firm engages in may resign in protest, signaling to shareholders that their resignation stems from disagreement.”
The factors that might motivate a director to speak out while exiting are almost certainly strongly felt, but there is the potential for wide-ranging negative consequences from such a move, said Peter Thies, a managing director in the leadership practice at Pearl Meyer, a Wellesley, Massachusetts-based consulting firm that specializes in executive compensation, leadership advisory and governance.
“We should assume beneficial intent, but we can also assume that perhaps the director doesn’t actually realize all the collateral damage [public criticism] may cause,” Thies told American Banker.
“The problem is, if you’re frustrated and you speak out and make it public, the dialogue about your company that you care about is going to be all about dissension in the boardroom, and it’s going to take on a life of its own,” Thies added.
Herrick is a senior advisor for both Mickelson & Company, a Sioux Falls, South Dakota-based consulting firm, and Klaros Group, a financial services advisory and investment firm.
From 2013 to 2023, Herrick served as chief financial officer at Sioux Falls-based Pathward Financial, which was known during most of that period as MetaBank.
Herrick is also a director at another lender, Central Bank in Storm Lake, Iowa. He joined the $2.26 billion-asset Central’s board in January 2023.
When Fairmont, West Virginia-based MVB tapped Herrick to join its board in January 2025, it highlighted his work at the $7.56 billion-asset Pathward, which is known for its
MVB, which is also active in the banking-as-a-service space, appointed Herrick to lead its audit committee in January 2026. He was also a member of the bank’s finance committee.
In his resignation letter, Herrick chided MVB for “lack of alignment between pay and performance,” as well as a “lack of strategic focus on core profitability and recurring earnings.”
According to MVB’s most recent SEC proxy statement, the bank paid CEO Larry Mazza a base salary of $850,000 in 2024. Mazza’s total compensation, including stock options and incentive pay, was $2.17 million, down from the 2023 figure of $2.80 million.
Donald Robinson, MVB’s president and chief financial officer, received total compensation of $1.07 million in 2024, down from $1.3 million in 2023.
Last month, MVB reported fourth-quarter 2025 net income totaling $4.2 million, down from $9.4 million a year earlier. MVB’s full-year 2025 profit of $26.9 million was up 34% over 2024, though its 2025 results included a one-time, $34.1 million gain on the
In 2023, MVB reported net income of $31.2 million.
Brett Rabatin, an analyst who covers MVB for Hovde, described Herrick’s letter as “very unusual,” but said he believes it will ultimately prove inconsequential.
While Herrick’s departure appears to be an instance of an independent director standing up for investors, the letter “represents an unjustified concern and is not of significance,” Rabatin wrote Thursday in a research note.
Rabatin, who has an “outperform” rating on MVB’s shares, also wrote that Herrick apparently decided “to exit noisily after being a significant outlier to the overall board.”
Herrick did not immediately respond to a reporter’s request for additional details about his differences with MVB. A company representative declined to comment.
Herrick’s departure comes less than a month after MVB Chairman Marston Becker, who has served on the company’s board since 2020, announced plans to retire.
Kelly Nelson, who joined MVB’s board in 2004, succeeded Becker as chairman.