DEF 14A of Central Plains Bancshares, Inc.
Filed Oct 24, 20240001193125-24-242495
PROPOSAL I—ELECTION OF DIRECTORS
PROPOSAL I—ELECTION OF DIRECTORS Our Board of Directors is comprised of eight members. Our Bylaws provide that directors are divided into three classes as nearly equal in number as possible, with one class of directors elected annually. Three directors have been nominated for election at the annual meeting to serve for a three-year period and until their respective successors shall have been elected and qualified. The Board of Directors has nominated Russell R. Rerucha, Steven G. Schneider and Joseph P. Stump to serve as directors for three-year terms. Each nominee is currently a director of Central Plains Bancshares, Inc. The following sets forth certain information regarding the nominees, the other current members of our Board of Directors, and executive officers who are not directors, including the terms of office of board members. It is intended that the proxies solicited on behalf of the Board of Directors (other than proxies in which the vote is withheld as to any nominee) will be voted at the annual meeting for the election of the proposed nominees. If a nominee is unable to serve, the shares represented by all such proxies will be voted for the election of such substitute as the Board of Directors may determine. At this time, the Board of Directors knows of no reason why any of the nominees might be unable to serve, if elected. Except as indicated herein, there are no arrangements or understandings between any nominee or continuing director and any other person pursuant to which such nominee or continuing director was selected. Age information is as of March 31, 2024, and term as a director includes service with Home Federal Savings and Loan Association of Grand Island (“Home Federal Savings”). With respect to directors and nominees, the biographies contain information regarding the person’s business experience and the experiences, qualifications, attributes or skills that caused the Board of Directors to determine that the person should serve as a director. Each director of Central Plains Bancshares, Inc. is also a director of Home Federal Savings.
Directors
Directors The nominees for director are: Russell R. Rerucha was the Chief Executive Officer, President and Chairman of the Board of Green Line Equipment, Inc., a group of John Deere dealerships, from 2001 until it merged with two other dealerships in 2020 to form AKRS Equipment Solutions, Inc. Mr. Rerucha has served as the Chairman of the Board of AKRS Equipment Solutions since its formation. Mr. Rerucha’s experience gives him extensive insight into the businesses operating in our market areas as well as with respect to mergers and acquisitions. Age 63. Director since 2021. Steven G. Schneider Steven Schneider is a General Surgeon in Grand Island, Nebraska. Dr. Schneider has over 29 years of experience in the medical field. Dr. Schneider was owner and operator of the Surgery Group in Grand Island until his company joined the surgical team at Bryan Health of Nebraska in 2021. Dr. Schneider’s experience gives him extensive insight in our Grand Island community, as well as with medical professionals throughout the Grand Island community and surrounding communities. Age 57. Director since 2024. Joseph P. Stump is a partner with AMGL, P.C., which provides wealth management, tax, accounting, and business consulting services, where he has worked since 2007. Mr. Stump is a Certified Public Accountant in the state of Nebraska. He is also a Personal Financial Specialist, Certified Valuation Analyst and a Certified Governmental Finance Manager. Mr. Stump’s experience as a small business owner gives him extensive insight into the businesses operating in our market areas. His work experience also qualifies him to be a member of the Audit Committee as an “audit committee financial expert” under the rules and regulations of the Securities and Exchange Commission. Age 39. Director since 2022. The following directors have terms ending following the fiscal year ending March 31, 2025: William D. Oltean is retired, having owned and served in various executive capacities, including President and Chief Executive Officer, of Heartland Ag, Inc., an agricultural equipment distributor. Mr. Oltean previously served in various capacities from 1994 to 2010 with companies that, through a series of mergers, merged into Verizon Wireless. Mr. Oltean is a Certified Public Accountant (Inactive Registrant) in the state of Nebraska. Mr. Oltean’s experience as a business owner of an agricultural company gives him extensive insight into the agricultural customers in our market areas. His work experience also qualifies him to be a member of the Audit Committee as an “audit committee financial expert” under the rules and regulations of the Securities and Exchange Commission. Age 60. Director since 2018. Tamara L. Slater is retired, having served as the Chief Executive Officer of Goodwill Industries of Greater Nebraska, Inc. for over 12 years, and previously served as Vice President of Organizational Development & Administrative Services for Chief Automotive Systems, a Dover Company, for over 20 years. Ms. Slater provides the board of directors with extensive budget and accounting experience, as well as with respect to human resources matters, and her leadership overseeing hundreds of employees throughout her career provides direct insight into organizational matters. Age 63. Director since 2019. The following directors have terms ending following the fiscal year ending March 31, 2026: Steven D. Kunzman has served as Home Federal Savings’ President and Chief Executive Officer since 2015 and its Chairman of the Board since 2017, having been employed by Home Federal Savings for over 35 years. Mr. Kunzman’s direct experience in managing operations and employees provides the board of directors with insight into operations, and his position on the board of directors provides a clear and direct channel of communication from senior management to the full board and alignment on corporate strategy. Age 64. Director since 2010. Daniel D. Naranjo is the Owner and Funeral Director of All Faiths Funeral Home, which he founded in 2000. Mr. Naranjo’s experience as a small business owner gives him extensive insight into the customers who live in our market areas and economic developments affecting the communities in which we operate, as well as the challenges facing small businesses in our market area. Age 61. Director since 2010.
Executive Officers Who are Not Directors
Executive Officers Who are Not Directors Kurt A. Haecker serves as our Executive Vice President and has been our Chief Lending Officer since 2015, having joined Home Federal Savings in 2007. Mr. Haecker has more than 35 years banking experience, previously serving in numerous lending and leadership roles with a regional bank that merged into a national institution. Age 61. Lisa A. Harris serves as our Executive Vice President and has been our Chief Operating Officer since 2001, having joined Home Federal Savings in 1980. Age 62. Kenneth Wiemers serves as our Executive Vice President and Chief Sales Officer, having joined Home Federal Savings in September 2023. Mr. Wiemers has over 26 years of banking experience, holding prior positions of Chief Operating Officer, Chief Credit Officer, and more recently, President and Chief Executive Officer of a $300 million community bank. Mr. Wiemers is also a former bank examiner with the FDIC. Age 53.
Directors’ Compensation
| Name | Fees Earned or Paid in Cash ($) | All Other Compensation ($) | Total ($) | | Brett A. Duff (1) | 21,000 | — | 21,000 | | Daniel D. Naranjo | 19,500 | — | 19,500 | | William D. Oltean | 19,500 | — | 19,500 | | Russ R. Rerucha | 19,500 | — | 19,500 | | Tamara L. Slater | 19,500 | — | 19,500 | | Joseph P. Stump | 19,500 | — | 19,500 |