Glen W. Herrick
About Glen W. Herrick
Independent director; age 62; appointed January 23, 2025; term through 2028. Former CFO of Pathward Financial (fka MetaBank), with 30+ years across bank–fintech partnerships; designated an Audit Committee Financial Expert. Education: B.S. Engineering Management (West Point), MBA (University of South Dakota), graduate of Stonier Graduate School of Banking. Currently serves on MVB’s Audit and Finance Committees and on the board of MVB Bank; slated to chair the Audit Committee following the 2025 Annual Meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pathward Financial, Inc. (MetaBank) | Chief Financial Officer; Founder of Pathward Ventures | ~2013–2024 (CFO tenure noted; Ventures founded during CFO role) | Led finance, strategy, investor relations; launched fintech venture investments |
| Wells Fargo | SVP Corporate Finance & Treasury; CFO, $34B Education Finance Division | ~20 years | Led resolution/recovery planning; finance, treasury, risk, compliance leadership |
| Ingersoll-Rand | Industrial Engineer | Early career | Operations experience |
| U.S. Army | Officer, global assignments | Early career | Leadership experience |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Central Bank (IA) | Director | Current | Family-owned community bank (~$2.3B assets) |
| South Dakota Folds of Honor | Board member | Current | Non-profit |
| First Tee of South Dakota | Board member | Current | Non-profit |
| Augustana University School of Business | Board member; co-created fintech academic major | Current | Academic governance and program creation |
Board Governance
- Independence: Board determined all directors other than CEO Larry Mazza are independent under Nasdaq rules; committee chairs and members are independent .
- Committees: Audit (member, designated financial expert), Finance (member); slated Audit Chair post-Annual Meeting 2025 .
- Attendance: Board held 10 regular and 5 special meetings in 2024; all directors attended ≥75%, average 97%; directors attended 2024 annual meeting .
- Board leadership: Separate Chair/CEO/President roles; regular executive sessions; robust risk oversight via committees .
- Board refresh: Board expanded to 11 in early 2025 to add Herrick and Maculaitis; will reduce to 8 post-Annual Meeting; Herrick’s class stands for re-election in 2028 .
Fixed Compensation
Policy framework (director program unchanged for 2024; applied by committee role):
| Board/Committee | Chair Retainer (Annual, $) | Member Retainer (Annual, $) |
|---|---|---|
| MVB Financial Corp. Board | — | 20,000 |
| Chairman of the Board | 50,000 | — |
| Audit Committee | 25,000 | 5,000 |
| Risk & Compliance | 20,000 | 4,000 |
| Compensation | 20,000 | 4,000 |
| Nominating & Corporate Governance | 15,000 | 3,000 |
| Finance | 20,000 | 4,000 |
- Notes: Non-employee directors also receive equity grants (see Performance Compensation). Herrick joined in 2025; his cash amounts for 2025 are not itemized in the proxy; compensation follows the program above based on actual committee assignments .
Performance Compensation
Director equity is time-based RSUs (no performance metrics). Herrick’s 2025 awards and holdings:
| Award Type | Grant/Transaction Date | Shares/Units | Vesting | Grant/Exec Price | Source |
|---|---|---|---|---|---|
| RSU – Time-Vested Award | 2025-06-01 | 3,902 | Time-based (Form 4 identifies “RSU - Time-Vested Award”) | — | |
| Open market purchase (Common) | 2025-03-11 | 3,000 | n/a | — | |
| Form 3 (initial statement as director) | 2025-01-23 | — | — | — |
Program context (for directors):
- All non-employee directors received $75,000 RSU grants in 2024 with one-year time vesting; 2024 grants were 4,004 shares at $18.73 per share value, plus an additional 380 shares for certain directors (time-vested) .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Herrick .
- Subsidiary board: Member of MVB Bank’s board .
- Consultant independence: Compensation Committee retains Pay Governance (independent; no conflicts; 2024 fees ≤$120,000) .
Expertise & Qualifications
- Designated Audit Committee Financial Expert; deep finance, treasury, risk, compliance, and capital markets experience .
- Fintech investing and BaaS/payments expertise from Pathward Financial and Pathward Ventures; corporate finance leadership at Wells Fargo .
- Technical and leadership credentials: engineering background, MBA, Stonier graduate; U.S. Army officer experience .
Equity Ownership
| Holder | Shares Beneficially Owned (Record Date) | % of Class | Notes |
|---|---|---|---|
| Glen W. Herrick | 3,000 | 0.02% | As of March 26, 2025; excludes RSUs granted 6/1/2025 |
| Unvested RSUs (Herrick) | 3,902 | — | Time-vested RSU award on 6/1/2025 (Form 4) |
- Stock ownership guidelines: Directors must own 10x their annual cash retainer; directors have three years to meet guidelines. As of 12/31/2024, the average non-employee director held 30.4x; new directors have three years from appointment to comply .
- Hedging/pledging: Company policy prohibits hedging and restricts pledging; no pledges disclosed for Herrick. Pledges noted only for CEO Mazza and CFO Robinson in ownership footnotes .
Governance Assessment
- Committee effectiveness: Elevation to Audit Chair signals strong emphasis on controls and oversight; Audit met 24 times in 2024; charter reviewed March 18, 2025 .
- Independence & alignment: Independent status; time-based RSUs for directors avoid pay-for-performance conflicts; mandatory ownership guidelines enhance alignment .
- Engagement: Board’s 97% average attendance in 2024; directors attend annual meetings; robust executive sessions and risk oversight .
- Potential conflicts: No related-party transactions identified; Board has formal policies and procedures for related-party review; no third-party compensation arrangements for directors disclosed .
- Shareholder signals: Say-on-Pay approval at 71.06% in 2024 suggests room for continued investor engagement but no acute governance concern; independent consultant used; clawback policy exceeds Nasdaq/Exchange Act baseline .
- RED FLAGS: None specific to Herrick. No pledging, hedging, or related-party exposure disclosed; auditor independence affirmed; committee members independent .
Insider Trades (Director-Specific)
| Date (Filing) | Date (Transaction) | Type | Securities | Quantity | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|---|
| 2025-02-03 | 2025-01-23 | Form 3 | — | — | — | — | |
| 2025-03-13 | 2025-03-11 | Purchase (Common) | Common | 3,000 | — | 3,000 | |
| 2025-06-03 | 2025-06-01 | RSU Award (Time-Vested) | RSU | 3,902 | — | 3,902 |
- Note: SEC Form 4 entries show direct ownership and time-based RSU awards; prices for RSU awards are reported as zero in Form 4 filings (grant-date fair value determined separately), consistent with equity grant reporting [insider-trades tool output above; SEC links].
Additional Notes
- Appointment announcement: MVB named Herrick to the Board on January 24, 2025 (press release) .
- Audit Committee report confirms oversight of financial statements and auditor independence (FORVIS) .