MVB Financial Corp.: Director Glen W. Herrick Resigns Amidst Corporate Governance and Strategic Concerns

Key Developments:

• On February 26, 2026, Glen W. Herrick resigned from his position as Director of MVB Financial Corp. and its wholly-owned subsidiary, MVB Bank, Inc.
• Herrick was Chair of the Company’s Audit Committee and a member of the Finance Committee at the time of resignation.
• The Company’s Board has appointed Cheryl Spielman as the new Chair of the Audit Committee. Spielman is a current member of the Audit Committee and is considered an “audit committee financial expert” under SEC rules.
• The resignation letter from Herrick cites significant concerns about corporate governance, executive compensation practices, and the Company’s strategic focus.
• The letter specifically states these issues as the reason for his immediate resignation, but does not reference any concerns regarding financial statements, accounting policies, internal controls, or auditing matters.
• The Company has filed Herrick’s resignation letter as Exhibit 17.1 in the Form 8-K and has offered Herrick the opportunity to provide a response letter, which would be filed as an amendment if submitted.

Details of the Resignation and Underlying Issues

Glen W. Herrick’s resignation is notable both in timing and rationale. Appointed to the Board in January 2025, Herrick’s exit comes just over a year later, and he provided a detailed letter to the Board explaining his reasons:

• Herrick expressed frustration that the majority of the Board was unwilling to adopt and implement best practices in corporate governance to effectively oversee management.
• He has repeatedly raised concerns over several months about the Company’s executive compensation philosophy, stressing a lack of alignment between pay and performance, which he says is not justifiable to shareholders.
• Herrick also criticized the Board’s lack of strategic focus on core profitability and recurring earnings, which he believes is contrary to shareholders’ best interests.
• He stated that his concerns have been ignored or met with vague promises for future action, which led to his conclusion that he could no longer serve on the Board.

Implications for Investors and Shareholders

This development may be price sensitive and could affect share values for the following reasons:

• The departure of the Audit Committee Chair underlines significant internal disagreement at the Board level about the Company’s governance and strategic direction, which could impact investor confidence.
• Herrick’s explicit criticism of executive compensation and strategic priorities may raise questions among institutional and retail investors about the Company’s long-term alignment with shareholder interests.
• Leadership changes in the Audit Committee could have regulatory and operational implications, particularly since audit oversight is critical for financial institutions.
• The Company’s response—to file the resignation letter publicly and offer Herrick a chance to further comment—demonstrates transparency, but may also signal unresolved internal tensions.

What’s Next?

• Shareholders should closely monitor any further communications from Herrick or the Company, especially any additional letters or filings that provide more detail or rebuttal.
• The appointment of Cheryl Spielman as Audit Committee Chair is a stabilizing move, given her status as an “audit committee financial expert,” but her approach to the issues raised by Herrick remains to be seen.
• No issues were reported regarding the Company’s financial statements, internal controls, or auditing, which may provide some reassurance on financial reporting, but corporate governance concerns remain in focus.

Conclusion

The resignation of Glen W. Herrick from the MVB Financial Corp. Board, accompanied by a highly critical letter, is a material event that warrants the attention of all investors. It highlights ongoing disagreements over governance and compensation and may prompt further scrutiny from shareholders, analysts, and possibly regulators. Investors should remain attentive to further developments and disclosures from both the Company and Herrick.

Disclaimer: This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own research and consult with professional advisors before making investment decisions. The information is based on filings and publicly available data as of the date of publication and may be subject to change.

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