DEF 14A of Richmond Mutual Bancorporation, Inc.
Filed Apr 11, 2024 · FY20230001140361-24-019253
PROPOSAL 1 - ELECTION OF DIRECTORS
PROPOSAL 1 - ELECTION OF DIRECTORS Richmond Mutual Bancorporation’s Board of Directors is currently composed of six members, each of whom is also a director of First Bank Richmond. Pursuant to the Company’s charter, the directors shall be divided into three classes with approximately one-third of the directors elected annually. The following table sets forth certain information regarding the composition of Richmond Mutual Bancorporation’s Board of Directors, including each director’s term of office. The Richmond Mutual Bancorporation Board of Directors, acting on the recommendation of the Corporate Governance and Nominating Committee (the “CGN Committee”), has recommended and approved the nominations of Jeffrey A. Jackson and M. Lynn Wetzel to serve as directors of the Company for a term of three years to expire at the annual meeting of stockholders to be held in 2027. It is intended that the proxies solicited on behalf of the Richmond Mutual Bancorporation Board of Directors (other than proxies in which the authority to vote for a nominee is withheld) will be voted at the annual meeting “FOR” the election of the Company’s director nominees. If a director nominee is unable to serve, the shares represented by all valid proxies will be voted for the election of such substitute nominee as the Board of Directors, acting on the recommendations of the CGN Committee, may recommend. At this time, we know of no reason a director nominee might be unable to serve if elected. Except as disclosed in this proxy statement, there are no arrangements or understandings between the director nominees and any other person pursuant to which the nominees were selected. The Board of Directors unanimously recommends that you vote “FOR” the election of the nominees whose names appear below.
PROPOSAL 1 - ELECTION OF DIRECTORS
| Name | Age(1) | Positions with Richmond Mutual Bancorporation | Director Since(2) | Term Expires | | | | Director Nominee | | | | Jeffrey A. Jackson | 68 | Director | 2018 | 2027(3) | | M. Lynn Wetzel | 74 | Director | 2016 | 2027(3) | | | | Continuing Directors | | | | Kathryn Girten | 67 | Director | 2016 | 2026 | | Garry D. Kleer | 68 | Chairman, President, Chief Executive Officer | 2002 | 2025 | | E. Michael Blum | 68 | Director | 1993 | 2025 | | Harold T. Hanley, III | 70 | Director | 2019 | 2025 |
PROPOSAL 1 - ELECTION OF DIRECTORS
| (1) At December 31, 2023. |
PROPOSAL 1 - ELECTION OF DIRECTORS
| (2) Includes years of service on the Board of First Bank Richmond. |
PROPOSAL 1 - ELECTION OF DIRECTORS
| (3) If elected at the annual meeting. |
Business Experience and Qualifications of Directors and Director Nominees
Business Experience and Qualifications of Directors and Director Nominees The business experience of each director and director nominee of Richmond Mutual Bancorporation for at least the past five years and the experience, qualifications, attributes, skills and areas of expertise of each director that supports his or her service as a director are set forth below. Jeffrey A. Jackson. Mr. Jackson currently is a director at Brady Ware & Company, a regional accounting firm with more than 150 professional team members, serving clients throughout the Midwest and in Georgia in a variety of industries. He joined Brady Ware & Company in 1980 and became a director in the firm in 1989 and served on its executive committee until December 2018. Mr. Jackson serves a wide variety of industries including manufacturers, contractors, retailers, agricultural businesses and professionals, with a focus on tax and financial planning issues of business owners and their closely-held businesses. Mr. Jackson has served nearly ten years as a member of the Board of Directors of the Economic Development Corporation of Wayne County and also currently serves on the Business Advisory Council for IU East School of Business and Economics. He is also a member of the board of the Richmond Symphony Orchestra. Mr. Jackson’s past board service includes the Reid Health Foundation and the Forest Hills Country Club, where he also served as president. Mr. Jackson joined the United States Army upon graduation from high school and, following his military service, graduated Magna Cum Laude with a degree in accounting from Ball State University. Mr. Jackson, who serves as our audit committee financial expert, is a Certified Public Accountant and has received his Personal Financial Specialist credentials from the American Institute of Certified Public Accountants. Mr. Jackson was inducted into the Eastern Indiana Junior Achievement Business Hall of Fame in 2017. Mr. Jackson’s qualifications to serve as a board member include his extensive and varied accounting experience, as well as his knowledge of and involvement in the communities we serve. M. Lynn Wetzel. Mr. Wetzel began working in the automobile industry in 1973, purchasing his first dealership in Pittsburgh, Pennsylvania, a Mercedes-Benz dealership, in 1983. Mr. Wetzel currently owns and operates four dealerships in Richmond, Indiana, which include Honda and Dodge dealerships purchased in 1998, Chrysler and Jeep dealerships purchased in 2004, and Ford and Chevrolet dealerships purchased in 2007. He serves as a trustee on the board of the Boys and Girls Clubs of Wayne County, is a former board member of the Wayne County Area Chamber of Commerce, past president and former board member of the Pittsburgh Auto Dealers Trade Association and former board member of the Pennsylvania Automobile Dealers Association. Mr. Wetzel also actively supports multiple charitable causes in the community including sponsorship, in partnership with First Bank Richmond and the Wayne County Area Chamber of Commerce, of the “School is Cool” program which gives an automobile or scholarship annually to a senior high school student with perfect attendance during the school year. Mr. Wetzel’s business acumen, including his broad range of knowledge in the areas of finance, leasing, negotiations and day-to-day business operations resulting from his extensive career in the automobile industry makes him a valuable asset to our board and the committees on which he serves. Kathryn Girten. Mrs. Girten, recently retired, served as Chancellor of Indiana University East from July 2013 to July 2022, and Acting Chancellor of Indiana University Southeast from August 2021 to July 2022. Both are regional campuses of Indiana University. As Chancellor, Mrs. Girten exercised broad responsibilities for all aspects of the academic, student, financial, development and administrative operations of the campus in coordination with Indiana University central administration. Her responsibilities also included strategic planning, risk assessment (including Information Technology threats and security), federal and state regulatory compliance and maintenance of accreditation standards. Prior to joining Indiana University East in 2013, Mrs. Girten was Provost and Vice President for Academic Affairs at California State University, Monterey Bay, from 2007 to 2013, leading all aspects of the academic operations of the university and serving as its second-in-command. Before that she was at Northern Arizona University from 1989 to 2006, serving four years as Dean of the College of Social and Behavioral Sciences. Mrs. Girten serves on the boards of the Richmond Art Museum, the Wayne County Foundation (Immediate Past Board Chair) and Reid Health. She has been honored with the Indiana University President’s Medal, the Wayne County Area Chamber of Commerce Art Vivian Distinguished Community Leader Award, the Amigos Community Achievement Award and the Wayne County ATHENA Leadership Award. She earned her BA from Middlebury College, followed by an M.A. and Ph.D. from the University of Chicago. Mrs. Girten’s extensive leadership, management and strategic planning experience, as well as her civic and community involvement, provide her with valuable skills beneficial to our board and the committees on which she serves. Garry D. Kleer. Mr. Kleer currently serves as Chairman, President and Chief Executive Officer of Richmond Mutual Bancorporation and as Chairman and Chief Executive Officer of First Bank Richmond. Mr. Kleer joined the Bank in 1994 as Vice President of Commercial Lending and was promoted in 2001 to President and Chief Executive Officer. He also serves as Chairman of the Mutual Federal advisory board of directors. Mr. Kleer is a member of the Large Community Bank Council of the Independent Community Bankers of America and the American Bankers Association’s Membership Council. During 2022, Mr. Kleer served as Chairman of the Indiana Bankers Association (“IBA”) and continues to serve on its board as the ABA constituent director. Mr. Kleer was named a Sagamore of the Wabash and inducted into the IBA Leaders in Banking Excellence in 2022. Mr. Kleer’s community involvement includes service on the boards of the Boys & Girls Clubs of Wayne County, Richmond Symphony Orchestra, and Reid Health. He has also been recognized with the Indiana University East Chancellor’s Medallion, Junior Achievement Business Hall of Fame, Richmond/Wayne County Distinguished Community Leader and Boys & Girls Clubs Man and Youth Award. In 2020, he was awarded the Indiana University Bicentennial Medal for distinguished service. Mr. Kleer is a graduate of Indiana University, the ABA Graduate School of Commercial Lending and the Stonier Graduate School of Banking. With 40+ years of experience working in the banking industry, his service on the boards of numerous community organizations and his extensive involvement in our community, Mr. Kleer brings outstanding leadership skills and a deep understanding of the local banking market and issues facing the banking industry.
Business Experience and Qualifications of Directors and Director Nominees
E. Michael Blum. Mr. Blum sold his business in 2023 and is now retired. Since 1987, he was the President and Owner of Bullerdick’s, a furniture and mattress store located in Richmond, Indiana, which had been in business since 1930. He is a member of the Richmond Redevelopment Commission and was a past president and director of Main Street Center City Development, a former community-based nonprofit organization dedicated to the revitalization of the historic downtown area of Richmond, Indiana. Mr. Blum’s years of work with and running Bullerdick’s has provided him with strong leadership, management, financial and administrative skills, which together with his 30 years of service as a bank director, brings valuable knowledge and skills to our organization. In addition, his participation in our local business community for over 30 years brings knowledge of the local economy and business opportunities to First Bank Richmond. Harold T. Hanley, III. Mr. Hanley, until his retirement in August 2019, was a Managing Director of Keefe, Bruyette & Woods, Inc., a Stifel Company (“KBW”). He joined KBW in January of 1995 after 14 years as Chief Financial Officer of two financial institutions located in the Midwest. Prior to entering the financial services industry, Mr. Hanley was with KPMG (Peat Marwick & Co.) for several years. During his career with KBW, Mr. Hanley led many financial institutions in their mutual conversions and stock offerings. He has also managed both the buy and sell sides of many merger and acquisition transactions of financial institutions, provided financial consulting services to clients in conjunction with their capital management strategies, and provided advice to assist in reaching their financial objectives. Over the years Mr. Hanley has been a regular speaker at various banking conferences. Mr. Hanley earned his Bachelor of Business Administration degree from The University of Toledo in 1975 and obtained his CPA license in 1976. Mr. Hanley’s extensive experience in the financial institutions industry, and with capital markets and merger and acquisition transactions gives him a specialized knowledge which he draws upon for service on our board.
Director Compensation
Director Compensation Our directors receive compensation for their service on the boards of the Company and First Bank Richmond. The following table provides compensation information for each member of our board of directors during the year ended December 31, 2023, except for Mr. Kleer, our Chairman, President and Chief Executive Officer of the Company, whose compensation is presented in the Summary Compensation table under the caption “Executive Compensation” below.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | | E. Michael Blum | $42,950 | — | — | $4,924 | $47,874 | | Harold T. Hanley, III | 45,100 | — | — | 4,924 | 50,024 | | Jeffrey A. Jackson | 42,700 | — | — | 4,924 | 47,624 | | Lindley S. Mann(4) | 25,350 | — | — | 4,924 | 30,274 | | Kathryn Girten | 44,200 | — | — | 4,924 | 49,124 | | M. Lynn Wetzel | 43,050 | — | — | 4,924 | 47,974 |
Director Compensation
| (1) As of December 31, 2023, each director named in the table held 7,034 shares of restricted common stock which is subject to future vesting. |
Director Compensation
| (2) As of December 31, 2023, each director named in the table held a total of 40,580 shares underlying stock options, except for Mr. Blum who held 36,580 shares underlying stock options. |
Director Compensation
| (3) Reflects dividends paid to the directors during 2023 on their restricted shares of Company common stock. |
Director Compensation
| (4) Retired from the Board of Directors effective May 17, 2023. Serves as a director emeritus of the Company. |
Director Compensation
In setting their compensation, our board of directors considers the significant amount of time and level of skill required for director service. During 2023, directors of Richmond Mutual Bancorporation received an annual retainer of $12,000 for service on the Richmond Mutual Bancorporation board, with no additional fees paid for attendance at any board or committee meetings. During 2023, directors of First Bank Richmond received an annual retainer of $14,500 for service on the First Bank Richmond board and $1,000 for each board meeting attended. In addition, each non-employee director of First Bank Richmond received $250 for each committee meeting attended and $300 per meeting for service as Committee Chair. All of the foregoing fees are included in the preceding table. With respect to the restricted stock and stock options discussed in the footnotes above, vesting accelerates in the event of the director’s death or disability or in connection with a change in control of the Company or First Bank Richmond. In the event of a termination of service for any reason other than death or disability or in connection with a change in control of the Company or First Bank Richmond, all non-vested awards would be canceled and the exercise period on the remaining unexercised, vested option awards would be reduced to three months. Directors have the option to enroll in First Bank Richmond’s health insurance coverage on the same terms and conditions that are available generally to all eligible employees and are provided or reimbursed for travel and lodging and other customary out-of-pocket expenses incurred in attending industry conferences and continuing education seminars.
EXECUTIVE COMPENSATION
| Name and principal position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) | | Garry D. Kleer Chairman, President and CEO of the Company; Chairman and CEO of First Bank Richmond | 2023 | 479,423 | 200,350 | — | — | 88,758(2) | 768,531 | | | 2022 | 460,962 | 112,850 | — | — | 100,023 | 673,835 | | Dean W. Weinert, President of Mutual Federal, a division of First Bank Richmond | 2023 | 231,731 | 30,350 | — | — | 31,171(3) | 293,252 | | | 2022 | 222,846 | 30,350 | — | — | 40,146 | 293,342 | | Paul J. Witte, President and Chief Operating Officer of First Bank Richmond | 2023 | 223,000 | 35,350 | — | — | 25,504(4) | 283,854 |