Jan L. Owen
About Jan L. Owen
Jan L. Owen (age 73) has served on MVB Financial Corp.’s Board since 2022 and is currently slated to serve through 2027. She holds a B.A. in Economics from California State University, Fresno and brings extensive regulatory and fintech oversight experience, including service as California’s chief financial regulator. The Board identifies her as independent under Nasdaq rules, and she serves on MVB’s Risk & Compliance and Nominating & Corporate Governance Committees, with prior service on the Compensation Committee in fiscal 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| California Department of Business Oversight (now DFPI) | Commissioner | 2013–2019 | Led state financial regulatory oversight |
| California Department of Corporations | Commissioner | 2011–2013 | Oversaw securities and financial services regulation |
| Manatt, Phelps & Phillips, LLP | Senior Advisor, Financial Services Group (Sacramento) | Retired 2023 | Regulatory and governance counsel across banking, fintech, crypto |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Kraken Bank | Director | Since 2020 | Current public/private financial institution board; fintech/crypto focus |
| Bank of Southern California | Director | 2020–2022 | Prior bank board role |
| Radicle Impact | Advisory Board | Since 2019 | Advisory role |
| Jiko | Advisory Board | Since 2019 | Advisory role |
Interlocks of note: MVB’s CIO Michael L. Giorgio previously served as CEO of Kraken Bank (2023), and MVB’s CEO Larry F. Mazza served on Kraken Financial’s board (2020–2023), while Owen serves on Kraken Bank’s board—an informational interlock area to monitor for potential conflicts if any business relationships exist between MVB and Kraken entities .
Board Governance
- Independence: The Board determined all directors except the CEO are independent; committee chairs/members are independent under Nasdaq and SEC rules .
- Committees (FY 2024): Owen served on Nominating & Corporate Governance, Compensation, and Risk & Compliance; she continues on N&CG and Risk & Compliance leading into and after the 2025 Annual Meeting, with Compensation membership held in FY 2024 per the matrix .
- Attendance: The Board held 10 regular and 5 special meetings in 2024; all directors attended ≥75% of applicable meetings, with an average attendance of 97% . All directors attended the 2024 annual meeting .
- Committee activity (2024): Audit (24 meetings), Finance (8), Compensation (7), N&CG (5), Risk & Compliance (15) .
- Board leadership: Separate Chair, CEO, and President roles; independent directors meet without management .
Fixed Compensation
| Component | Amount/Detail | Period/Date |
|---|---|---|
| Cash fees earned (Board and committees; includes subsidiary boards) | $69,500 | FY 2024 |
| Standard Board Member Retainer (non‑chair) | $20,000 annual | 2024 schedule |
| Committee Chair Retainers | Audit $25,000; Risk & Compliance $20,000; Compensation $20,000; N&CG $15,000; Finance $20,000 | 2024 schedule |
| Committee Member Retainers | Audit $5,000; Risk & Compliance $4,000; Compensation $4,000; N&CG $3,000; Finance $4,000 | 2024 schedule |
No changes were made to the form or amount of director compensation for 2024 .
Performance Compensation
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 1, 2024 | 4,004 | $74,995 | 1-year time vest to Jun 1, 2025 |
| Additional RSUs (select directors) | Oct 1, 2024 | 380 | Included in $82,192 total stock awards | Time vest to Oct 1, 2025 |
| Total Stock Awards (Owen) | 2024 | — | $82,192 | As above |
- Directors receive time-based RSUs; no performance-conditioned metrics (e.g., EPS/TSR) are used for director equity awards. Equity for directors is annual, time-vested, aligning directors with shareholders without pay-for-performance conditions .
Other Directorships & Interlocks
| Company/Institution | Potential Overlap/Conflict Consideration |
|---|---|
| Kraken Bank (Director since 2020) | MVB CIO served as Kraken Bank CEO (2023); MVB CEO previously on Kraken Financial board (2020–2023); monitor any transactions or information-sharing risks; Company discloses policy and no third-party compensation arrangements tied to director service . |
| Bank of Southern California (2020–2022) | Prior board role; no current interlock noted . |
| Radicle Impact; Jiko (Advisory Boards since 2019) | Advisory roles in fintech investing/payments; monitor for related-party exposures; none disclosed . |
Expertise & Qualifications
- Regulatory oversight expertise: Former California financial regulator (Departments of Business Oversight/Corporations) .
- Fintech, payments, crypto: Practice and board/advisory exposure in blockchain/crypto and fintech; board notes strong background in payments and cryptocurrency .
- Governance and risk: Service on Risk & Compliance and N&CG Committees supports board effectiveness in compliance and oversight .
- Education: B.A. Economics, California State University, Fresno .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares |
|---|---|---|---|
| Jan L. Owen | 5,297 | 0.04% | None disclosed |
- Stock ownership guidelines: Directors must own 10x annual cash retainer; directors have 3 years to comply; average non-employee director holdings equate to 30.4x retainer—individual compliance for Owen not separately disclosed .
Governance Assessment
- Independence and roles: Owen is independent and serves on risk and governance-centric committees, consistent with her regulatory background—positive for board effectiveness .
- Engagement: Board and committee cadence is robust; overall attendance strong (97% average), and directors attended the annual meeting—supports confidence in engagement .
- Compensation alignment: Director pay mix includes modest cash and annual time-based RSUs; Owen’s 2024 compensation was $69,500 cash and $82,192 equity, indicating equity alignment without performance metrics that could bias oversight .
- Ownership alignment: Owen holds 5,297 shares (0.04%); individual compliance with 10x retainer guideline not disclosed; Company enforces ownership guidelines and prohibits hedging, with controls on pledging/margin—no pledge reported for Owen (contrast: pledges exist for CEO and CFO) .
- Potential conflicts and RED FLAGS:
- Interlocks with Kraken entities via Owen’s board service and MVB executives’ prior roles—monitor for any related-party transactions or information flows; Company discloses related-party policies and reports no disclosable third-party compensation arrangements for directors .
- No director-specific related-party transactions tied to Owen are disclosed; loans to insiders are on market terms with Board approval per policy .
- Shareholder sentiment: Say‑on‑pay (executives) approved at 71.06% in 2024—mixed support; not directly tied to director pay but a signal for broader compensation governance scrutiny .
RED FLAGS summary: No hedging/pledging by Owen disclosed; no related-party transactions or third‑party compensation arrangements for her disclosed. Interlocks with Kraken (via roles of Owen and MVB executives) warrant continued monitoring for conflicts; no specific transactions are disclosed .