Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. __)
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Filed by the Registrant [X]
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Filed by a Party other than the Registrant [ ]
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Check the appropriate box:
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[ ]
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Preliminary Proxy Statement
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[ ]
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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[X]
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Definitive Proxy Statement
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[ ]
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Definitive Additional Materials
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[ ]
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Soliciting Material Under Rule 14a-12
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RIVERVIEW BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check all boxes that apply):
[X] No fee required.
[ ] Fee paid previously with preliminary materials
[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Sincerely,
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/s/ Gerald L. Nies
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Gerald L. Nies
Chairman
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Proposal 1: |
Election of two directors to each serve for a three-year term.
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Proposal 2: |
Advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
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BY ORDER OF THE BOARD OF DIRECTORS
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/s/ ANGELA McLEOD-WYSASKE
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ANGELA McLEOD-WYSASKE
CORPORATE SECRETARY
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IMPORTANT: The prompt return of proxies will save us the expense of further requests for proxies in order to ensure a quorum at the meeting. You may vote over the Internet. Alternatively, if you request a paper copy of the proxy materials, a pre-addressed envelope will be provided for your convenience. No postage is necessary if mailed in the United States.
PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
INFORMATION ABOUT THE ANNUAL MEETING
Date: |
Wednesday, August 28, 2024
|
Time: |
10:00 a.m., local time
|
Place: |
Virtual meeting at www.virtualshareholdermeeting.com/RVSB2024
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Proposal 1: |
Election of two directors to each serve for a three-year term.
|
Proposal 2: |
Advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
|
•
|
submitting a new proxy with a later date;
|
•
|
notifying the Corporate Secretary of Riverview in writing before the annual meeting that you have revoked your proxy; or
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•
|
voting at the annual meeting.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
•
|
those persons or entities (or groups of affiliated persons or entities) known by management to beneficially own more than five percent of Riverview’s common stock other than directors and
executive officers;
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•
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each director and director nominee of Riverview;
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•
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each executive officer of Riverview or Riverview Bank named in the Summary Compensation Table appearing under “Executive Compensation” below (known as “named executive officers”); and
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•
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all current directors and executive officers of Riverview and Riverview Bank as a group.
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Number of Shares
|
Percent of Shares
|
|||
Name
|
Beneficially Owned
|
Outstanding (%)
|
||
Beneficial Owners of More Than 5%
(Other than Directors and Executive Officers)
|
||||
FJ Capital Management LLC
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2,173,569 (1)
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10.2
|
||
Fourthstone LLC
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1,722,463 (2)
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8.2
|
||
BlackRock, Inc.
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1,651,285 (3)
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7.8
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||
Dimensional Fund Advisors LP
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1,454,830 (4)
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6.9
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||
Manulife Investment Management (US) LLC
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1,060,060 (5)
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5.0
|
||
Directors |
||||
Gerald L. Nies
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190,692 (6)
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*
|
||
Bess R. Wills
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45,000 (7)
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*
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||
Bradley J. Carlson
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20,421 (8)
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*
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||
Patricia W. Eby
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26,400 (9)
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*
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Stacey A. Graham
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9,150
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*
|
||
Valerie Moreno
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10,150
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*
|
||
Larry A. Hoff
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8,800
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*
|
||
B. Nicole Sherman
|
--
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*
|
||
Named Executive Officers
|
||||
Daniel D. Cox
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66,946
|
*
|
||
David Lam
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76,346
|
*
|
||
C. Evan Sowers
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11,562
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*
|
||
Kevin J. Lycklama
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117,424 (10)
|
*
|
||
All Executive Officers and Directors as a Group (14 persons)
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604,905
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2.9
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*
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Less than one percent of shares outstanding.
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(1)
|
Based solely on a Schedule 13G/A filed with the SEC on February 10, 2021, reporting that FJ Capital Management LLC and Martin Friedman have shared voting power over 2,173,569 shares and
shared dispositive power over 1,936,721 shares, Financial Opportunity Fund LLC has shared voting and dispositive power over 1,810,310 shares, Bridge Equities XI, LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC and Realty Investment
Company, Inc. have share voting and dispositive power over 236,848 shares. The address for FJ Capital Management LLC is 7901 Jones Branch Drive, Suite 210, McLean, Virginia 22102.
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(2)
|
Based solely on a Schedule 13G filed with the SEC on February 14, 2024, reporting that Fourthsone LLC and L. Philip Stone has shared voting and dispositive power over 1,722,463 shares, the
shared reported, Fourthstone Master Opportunity Fund Ltd has shared voting and dispositive power over 1,294,848 shares, Fourthstone GP LLC has shared voting and dispositive power over 427,615 shares, Fourthstone QP Opportunity Fund LP has
shared voting and dispositive power over 397,389 shares, Fourthstone Small-Cap Financials Fund LP has shared voting and dispositive powers over 30,226 shares. The address for Fourthstone LLC is 575 Maryville Centre Drive, Suite 110, Saint
Louis, Missouri.
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(3)
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Based solely on a Schedule 13G/A filed with the SEC on January 26, 2024, reporting sole voting power over 1,344,280 shares and sole dispositive power over 1,651,285 shares. The address for
BlackRock, Inc. is 55 East 52nd Street, New York, NY 10055.
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(4)
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Based solely on a Schedule 13G/A filed with the SEC on February 9, 2024, reporting sole voting power over 1,426,207 shares and sole dispositive power over 1,454,830 shares. The address for
Dimensional Fund Advisors LP is 6300 Bee Cave Road, Building One, Austin, TX 78746.
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(5)
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Based solely on a Schedule 13G filed with the SEC on February 13, 2024, reporting sole voting and dispositive power over the shares reported. The address for Manulife Investment Management
(US) LLC is 197 Clarendon Street, Boston, Massachusetts 02116.
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(6)
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Held in trust jointly with his wife.
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(7)
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Held jointly with her husband.
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(8)
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Held jointly with his wife.
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(9)
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Includes 4,400 shares held by a family member.
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(10)
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Based solely on information available to Riverview.
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PROPOSAL 1 – ELECTION OF DIRECTORS
Age as of
|
Year First Elected or
|
Term to
|
||||
Name
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March 31, 2024
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Appointed Director
|
Expire
|
|||
BOARD NOMINEE
|
||||||
Stacey A. Graham
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72
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2020
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2027 (1)
|
|||
B. Nicole Sherman
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53
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2024
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2027 (1)
|
|||
DIRECTORS CONTINUING IN OFFICE |
||||||
Patricia W. Eby
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72
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2019
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2025
|
|||
Gerald L. Nies
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75
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2009
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2025
|
|||
Valerie Moreno
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56
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2021
|
2025
|
|||
Bradley J. Carlson
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71
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2014
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2026
|
|||
Bess R. Wills
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70
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2010
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2026
|
|||
Larry A. Hoff
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72
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2022
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2026
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(1)
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Assuming election or reelection.
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MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
Executive
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Audit
|
Nominating
and
Governance
|
Personnel/
Compensation
|
Senior
Loan
|
Technology
|
||||||
Bradley J. Carlson
|
✓
|
||||||||||
Patricia W. Eby
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Chair
|
✓
|
|||||||||
Stacey A. Graham
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✓
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✓
|
|||||||||
Larry A. Hoff
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✓
|
✓
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Chair
|
||||||||
Valerie Moreno
|
✓
|
Chair
|
|||||||||
Gerald L. Nies
|
Chair
|
Chair
|
✓
|
||||||||
B. Nicole Sherman
|
✓
|
✓
|
|||||||||
Bess R. Wills
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✓
|
✓
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Chair
|
✓
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Carlson
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Eby
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Graham
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Hoff
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Moreno
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Nies
|
Sherman
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Wills
|
|
Experience, Qualification, Skill or Attribute
|
||||||||
Professional standing in chosen field
|
X
|
X
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X
|
X
|
X
|
X
|
X
|
X
|
Expertise in financial services or related industry
|
X
|
X
|
X
|
X
|
X
|
|||
Audit Committee Financial Expert (actual or potential)
|
X
|
|||||||
Civic and community involvement
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Other public company experience
|
X
|
|||||||
Leadership and team building skills
|
X
|
X
|
X
|
X
|
X
|
X
|
||
Diversity by race, gender or culture
|
X
|
X
|
X
|
X
|
X
|
|||
Specific skills/knowledge
|
||||||||
Finance
|
X
|
X
|
X
|
X
|
X
|
X
|
||
Technology
|
X
|
X
|
X
|
X
|
||||
Marketing
|
X
|
X
|
X
|
X
|
X
|
X
|
||
Public affairs
|
X
|
X
|
X
|
X
|
X
|
|||
Human resources
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
|
Governance
|
X
|
X
|
X
|
X
|
X
|
X
|
Board Diversity Matrix (As of July 2, 2024)
|
||||
Total Number of Directors
|
8
|
|||
Part I: Gender Identity
|
Male
|
Female
|
Non-binary
|
Did Not
Disclose
Gender
|
Directors
|
3
|
5
|
--
|
--
|
Part II: Demographic Background
|
||||
Hispanic or Latinx
|
--
|
1
|
--
|
--
|
White
|
3
|
4
|
--
|
--
|
LGBTQ+
|
1
|
|||
Did Not Disclose Demographic Background
|
--
|
•
|
selecting, evaluating, and retaining competent senior management;
|
•
|
establishing, with senior management, Riverview’s long- and short-term business objectives, and adopting operating policies to achieve these objectives in a legal and sound manner;
|
•
|
monitoring operations to ensure that they are controlled adequately and are in compliance with laws and policies;
|
•
|
overseeing Riverview’s business performance; and
|
•
|
ensuring that the Bank helps to meet our communities’ credit needs.
|
DIRECTORS’ COMPENSATION
Name
|
Fees Earned or
Paid in Cash ($)
|
All Other
Compensation ($)
|
Total ($)
|
|||
Gerald L. Nies
|
76,900
|
--
|
76,900
|
|||
Bess R. Wills
|
61,400
|
--
|
61,400
|
|||
Bradley Carlson
|
48,400
|
--
|
48,400
|
|||
Patricia W. Eby
|
53,700
|
--
|
53,700
|
|||
Stacey A. Graham
|
56,700
|
--
|
56,700
|
|||
Valerie Moreno
|
50,100
|
--
|
50,100
|
|||
Larry A. Hoff
|
54,600
|
--
|
54,600
|
|||
Patrick Sheaffer (1)
|
15,500
|
--
|
15,500
|
|||
____________ |
(1)
|
Mr. Sheaffer retired from the Board effective August 23, 2023.
|
EXECUTIVE COMPENSATION
Name and Principal Position
|
Year
|
Salary ($)
|
Stock
Awards
($)(1)
|
Non-Equity
Incentive
Plan
Compensation
($)
|
Nonqualified
Deferred
Compensation
Earnings
($)(2)
|
All Other
Compensation
($)(3)
|
Total ($)
|
|||||||
Daniel D. Cox
|
2024
|
292,431
|
49,438
|
39,449
|
--
|
22,631
|
403,949
|
|||||||
Acting President and Chief
|
2023
|
240,536
|
47,082
|
99,353
|
--
|
21,841
|
408,812
|
|||||||
Executive Officer and
Chief Credit Officer
|
||||||||||||||
David Lam
|
2024
|
252,514
|
49,636
|
17,030
|
--
|
22,009
|
341,189
|
|||||||
Executive Vice President
|
2023
|
245,540
|
48,658
|
87,623
|
--
|
21,772
|
403,593
|
|||||||
and Chief Financial Officer
|
||||||||||||||
C. Evan Sowers (4)
|
2024
|
305,220
|
59,998
|
41,175
|
--
|
13,197
|
419,590
|
|||||||
President and Chief Executive
|
||||||||||||||
Officer of Riverview Trust
|
||||||||||||||
Company
|
||||||||||||||
Kevin J. Lycklama
|
2024
|
248,225
|
--
|
--
|
--
|
16,550
|
264,775
|
|||||||
Former President and Chief
|
2023
|
401,670
|
217,360
|
246,167
|
61
|
57,208
|
922,466
|
|||||||
Executive Officer
|
(1)
|
Represents the aggregate grant date value of awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation–Stock
Compensation.” For a discussion of valuation assumptions, see Note 11 of the Notes to Consolidated Financial Statements in Riverview’s Annual Report on Form 10-K for the year ended March 31, 2024.
|
(2)
|
Consists of above-market earnings on balances in the nonqualified deferred compensation plan; calculated based on the earnings adjustment in excess of 120 percent of the applicable federal
long-term rate in effect on January 1st of each year.
|
(3)
|
The following table reflects the other compensation paid to our named executive officers in the year ended March 31, 2024.
|
Name
|
ESOP
Contribution ($)
|
401(k) Plan
Contribution ($)
|
Life Insurance
Premium ($)
|
Company Car
Allowance ($)
|
Board
Fees ($)
|
|||||
Daniel D. Cox
|
2,900
|
12,921
|
810
|
6,000
|
--
|
|||||
David Lam
|
2,900
|
12,299
|
810
|
6,000
|
--
|
|||||
C. Evan Sowers
|
51
|
6,336
|
810
|
6,000
|
--
|
|||||
Kevin J. Lycklama
|
--
|
8,713
|
337
|
3,500
|
4,000
|
(4) |
Not a named executive officer in 2023.
|
Goal Weight
|
Performance Modifier
|
Result
|
||
0.25
|
0.88
|
0.22
|
Goal
|
Weighting
|
Total ($)
|
||
Profitability
|
30%
|
Pre-tax pre-provision net income of $13 million
|
||
Asset quality
|
15%
|
Classified asset ratio of 10%
|
||
Deposit growth
|
15%
|
Deposit growth of 15%
|
||
Efficiency
|
15%
|
Efficiency ratio of 65%
|
||
Personal goals
|
25%
|
Individual business plan goals
|
Name
|
Number of Shares or Units That
Have Not Vested
|
Market Value of Shares or Units of
Stock That Have Not Vested ($)(1)
|
||
Daniel D. Cox
|
19,321 (2)
|
91,195
|
||
David Lam
|
19,690 (3)
|
92,937
|
||
C. Evan Sowers
|
11,516 (4)
|
54,356
|
||
Kevin J. Lycklama
|
--
|
--
|
||
_____________ |
(1)
|
Amounts shown are calculated using the closing price of Riverview common stock of $4.72 on March 28, 2024, the last trading day of the 2024 fiscal year.
|
(2)
|
Reflects 1,626 shares granted on July 9, 2021, which vest ratably over 3 years from the date of grant; 4,878 shares which vest 50% on July 9, 2023 and 50% on July 9, 2024; 1,868 shares
granted on July 8, 2022, which vest ratably over 3 years from the date of grant; 5,605 shares which vest 50% on July 8, 2024 and 50% on July 8, 2025; 2,372 shares granted on July 7, 2023, which vest ratably over 3 years from the date of
grant; and 7,117 shares which vest 50% on July 7, 2025 and 50% on July 2026.
|
(3)
|
Reflects 1,681 shares granted on July 9, 2021, which vest ratably over 3 years from the date of grant; 5,042 shares which vest 50% on July 9, 2023 and 50% on July 9, 2024; 1,931 shares
granted on July 8, 2022, which vest ratably over 3 years from the date of grant; 5,793 shares which vest 50% on July 8, 2024 and 50% on July 8, 2025; 2,382 shares granted on July 7, 2023, which vest ratably over 3 years from the date of
grant; and 7,145 shares which vest 50% on July 7, 2025 and 50% on July 7, 2026.
|
(4)
|
Reflects 2,879 shares granted on July 7, 2023, which vest ratably over 3 years from the date of grant; 8,637 shares which vest 50% on July 7, 2025 and 50% on July 2026.
|
Name
|
Executive
Contributions in
Last FY ($)
|
Registrant
Contributions in
Last FY ($)
|
Aggregate
Earnings in
Last FY ($)
|
Aggregate
Withdrawals/
Distributions ($)
|
Aggregate
Balance at FYE
($)
|
|||||
Daniel D. Cox
|
--
|
--
|
--
|
--
|
--
|
|||||
David Lam
|
--
|
--
|
--
|
--
|
--
|
|||||
C. Evan Sowers
|
--
|
--
|
--
|
--
|
--
|
|||||
Kevin J. Lycklama
|
30,000
|
--
|
2,012
|
175,028
|
--
|
Disability ($)
|
Termination
Without Cause
by Employer
or Termination
for Good
Reason by
Employee ($)
|
Qualifying
Termination
Following
Change in
Control ($)
|
Normal
Retirement ($)
|
Death ($)
|
|||||
Daniel D. Cox
|
|||||||||
Employment Agreement
|
115,879
|
334,789
|
--
|
--
|
--
|
||||
Change in Control Agreement
|
--
|
--
|
1,095.795
|
--
|
--
|
||||
Equity Plans
|
91,195
|
91,195
|
91,195
|
--
|
91,195
|
||||
David Lam
|
|||||||||
Employment Agreement
|
95,474
|
267,350
|
--
|
--
|
--
|
||||
Change in Control Agreement
|
--
|
--
|
852,942
|
--
|
--
|
||||
Equity Plans
|
92,937
|
92,937
|
92,937
|
--
|
92,937
|
||||
C. Evan Sowers
|
|||||||||
Employment Agreement
|
113,446
|
321,445
|
--
|
--
|
--
|
||||
Change in Control Agreement
|
--
|
--
|
1,028,167
|
--
|
--
|
||||
Equity Plans
|
54,356
|
54,356
|
54,356
|
--
|
54,356
|
||||
Kevin J. Lycklama
|
|||||||||
Separation Agreement
|
--
|
410,950
|
--
|
--
|
--
|
||||
Equity Plans
|
--
|
--
|
--
|
--
|
--
|
Year
|
Summary
Compensa-
tion Table
Total for
PEO (Cox)
($)(1)
|
Compensa-
tion
Actually
Paid to
PEO (Cox)
($)(2)
|
Summary
Compensa-
tion Table
Total for
PEO
(Lycklama)
($)(1)
|
Compensa-
tion
Actually
Paid to
PEO
(Lycklama)
($)(1)
|
Average
Summary
Compensa-
tion Table
Total for
Non-PEO
NEOs
($)(1)
|
Average
Compensa-
tion
Actually
Paid to
Non-PEO
NEOs
($)(2)
|
Value of
Initial Fixed
$100
Investment
Based on
Total
Shareholder
Return ($)(3)
|
Net Income
($)
|
||||||||
2024
|
403,949
|
382,111
|
264,775
|
264,775
|
380,390
|
362,957
|
(22.0)
|
3,799,000
|
||||||||
2023
|
--
|
--
|
922,466
|
620,593
|
406,203
|
340,870
|
(17.7)
|
18,069,000
|
||||||||
2022
|
--
|
--
|
949,914
|
1,097,401
|
459,969
|
471,779
|
12.2
|
21,820,000
|
||||||||
(1) |
During the year ended March 31, 2024, Daniel D. Cox and Kevin J. Lycklama each served as our principal executive officer (“PEO”). For 2023 and 2022, Kevin J. Lycklama served as our PEO. The non-PEO named executive officers (non-PEO NEOs)
for 2024 are C. Evan Sowers and David Lam, for 2023 are Daniel D. Cox and David Lam, and for 2022 are Christopher P. Cline, David Lam and Kim J. Capeloto.
|
(2) |
The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by Riverview’s NEOs. These amounts reflect the
Summary Compensation Table totals with certain adjustments. Adjustments for 2024 are as follows:
|
Name
|
PEO (Cox) ($)
|
PEO
(Lycklama) ($)
|
Average of
Non-PEO
NEOs ($)
|
|||
Summary Compensation Table total
|
403,949
|
264,775
|
380,390
|
|||
Deduction for amounts reported under the Stock Awards column in the Summary Compensation Table
|
49,438
|
--
|
54,817
|
|||
Year end value of equity awards granted during year that remain unvested as of year-end
|
44,788
|
--
|
49,662
|
|||
Year over year change in fair value of outstanding and unvested equity awards
|
(12,016)
|
--
|
(9,674)
|
|||
Year over year change in fair value of equity awards granted in prior years and vested in the year
|
(5,172)
|
--
|
(2,604)
|
|||
Compensation Actually Paid
|
382,111
|
264,775
|
362,957
|
(3) |
Total Shareholder Return assumes $100 invested on March 31, 2021, with all dividends reinvested.
|
PROPOSAL 2 – ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION
AUDIT COMMITTEE MATTERS
•
|
The Audit Committee has reviewed and discussed the 2024 audited financial statements with management;
|
•
|
The Audit Committee has discussed with the independent registered public accounting firm, Delap LLP, the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as amended, as adopted by the Public Company Accounting Oversight Board;
|
•
|
The Audit Committee has received written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company
Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the firm’s
independence; and
|
•
|
The Audit Committee has, based on its review and discussions with management of the 2023 audited financial statements and discussions with the independent registered public accounting
firm, recommended to the Board of Directors that Riverview’s audited financial statements for the year ended March 31, 2024 be included in its Annual Report on Form 10-K.
|
|
Audit Committee: |
|
|
|
Patricia W. Eby, Chair
Bess R. Wills
Larry A. Hoff
|
25
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Year Ended
March 31,
|
|||
2024
|
2023
|
||
Audit Fees
|
$327,000
|
$298,000
|
|
Audit-Related Fees (1)
|
25,750
|
2,750
|
|
Tax Fees
|
--
|
--
|
|
All Other Fees
|
--
|
--
|
|
____________ |
(1) | Consists of research for accounting-related topics. |
STOCKHOLDER PROPOSALS AND NOMINATIONS
MISCELLANEOUS
|
BY ORDER OF THE BOARD OF DIRECTORS
|
|
|
|
/s/ ANGELA McLEOD-WYSASKE
|
|
|
|
ANGELA McLEOD-WYSASKE
CORPORATE SECRETARY
|