Gary T. Amereihn
About Gary T. Amereihn
Independent Chair of the Board at BV Financial, Inc. and BayVanguard Bank; retired from Kopernik Bank in 2019 after serving as Chairman and Chief Financial Officer from 1992–2019. Age 70 as of December 31, 2024; director since 2019 (tenure ~6 years), and classified as independent under Nasdaq listing standards. His background as a longtime banking executive positions him as a financially literate board leader with deep regulatory familiarity.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kopernik Bank | Chairman & Chief Financial Officer | 1992–2019 | Led a community bank through regulatory cycles; brings extensive knowledge of financial, economic, and regulatory challenges to BV Financial’s board. |
External Roles
- No other current public-company directorships or committee roles disclosed in BV Financial’s proxy filings.
Board Governance
- Leadership structure: Independent Chair separated from Co-CEO roles; enhances oversight. Gary T. Amereihn is the independent Chair.
- Independence: Board determined Amereihn is independent.
- Committee assignments:
- Compensation Committee: Chair; met 5 times in 2024.
- Audit Committee: Not a member (Baldwin chairs). Audit met 4 times in 2024.
- Governance & Nominating Committee: Not a member; committee met 1 time in 2024.
- Attendance: In 2024, no director attended fewer than 75% of board and committee meetings; BV Financial board held 4 meetings; BayVanguard Bank board held 8. Eight of ten directors attended the September 5, 2024 annual meeting.
- Risk oversight: Board oversees credit, interest rate, liquidity, operational, strategic, and reputation risk; independent Chair facilitates oversight of management.
Fixed Compensation
| Year | Cash Fees ($) | Notes |
|---|---|---|
| 2024 | 27,500 | Annual retainer/meeting fees (aggregate cash) |
| 2023 | 28,000 | Annual retainer/meeting fees (aggregate cash) |
Performance Compensation
| Equity Component | Grant/Status | Quantity | Fair Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Restricted Stock (RSAs) | Awarded under 2024 Equity Incentive Plan | 14,698 shares | 209,447 | 25% per year starting 9/6/2025 | Dividends deferred until vesting; voting rights prior to vesting. |
| Stock Options | Awarded under 2024 Equity Incentive Plan | 36,746 options outstanding | 156,060 (grant-date FV) | 25% per year starting 9/6/2025 | No dividends; no repricing/cash buyouts without shareholder approval. |
- Design features influencing director pay-risk alignment:
- Minimum 1-year vesting for ≥95% of awards; double-trigger vesting on change-in-control (CIC) if not assumed or upon involuntary termination/good reason.
- Performance goals may be set for awards; directors’ initial grants appear time-based.
- Clawback applicability to awards; dividends on unvested RSAs/RSUs deferred until vest/settlement.
- Prohibits option repricing/cash buyouts of underwater options without shareholder approval.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Notes |
|---|---|---|---|
| None disclosed | — | — | BV Financial proxies do not report other public boards for Amereihn. |
- Board-level related-party context: BayVanguard Bank leases space from MCB Real Estate (Director P. David Bramble holds a 22.5% interest); rent paid totaled $48,000 through 12/31/2024; ~$479,000 remaining over the 10-year term (Bramble was not a director when lease was executed).
- Loans policy: Bank may make loans to directors/officers in ordinary course under federal banking regs; no outstanding director/officer loans as of 12/31/2023.
Expertise & Qualifications
- Financial institution leadership (Chair & CFO), public-company governance, and regulatory experience; provides strong oversight in compensation and risk.
- Independent Chair role supports board effectiveness and separation from management.
Equity Ownership
| Date (Record) | Total Beneficial Ownership (Shares) | % Outstanding | Key Breakouts |
|---|---|---|---|
| March 14, 2025 | 64,959 | <1% | Includes 5,000 shares in spouse IRA; 14,698 unvested restricted stock. |
| July 19, 2024 | 49,961 | <1% | Includes 5,000 shares in spouse IRA. |
- Options outstanding (director level): 36,746 options (time-vested over four years).
- No pledging of BVFL stock disclosed; no director ownership guideline disclosures found for directors in 2024/2025 proxies.
Governance Assessment
-
Positives:
- Independent Chair with deep banking/regulatory experience; strong governance signal.
- Compensation Committee chaired by Amereihn; oversight of executive/director pay and equity plans; committee met 5x in 2024.
- Attendance thresholds met by all directors; acceptable engagement.
- 2024 Equity Incentive Plan embeds best practices: minimum vesting, double-trigger CIC, deferred dividends, anti-repricing, clawback coverage.
-
Watch items / RED FLAGS:
- Company lacks anti-hedging policy for directors/executives; hedging not prohibited—misalignment risk.
- Section 16(a) compliance lapse: Amereihn and several directors filed one late Form 4 for 2024 equity awards.
- Large one-time director equity grants (RSAs/options) post-conversion materially increased director pay in 2024 vs 2023; monitor equity overhang and pay-for-performance alignment.
- Related-party leasing with another director (Bramble/MCB) requires continued board independence in approvals; not linked to Amereihn but a board-level conflict to watch.
-
Implications:
- Independent Chair and compensation oversight support investor confidence; however, absence of anti-hedging and the scale of director equity grants raise alignment scrutiny for governance-focused investors.
Appendix: Committee & Meeting Reference
| Committee | Role of G.T. Amereihn | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 5 |
| Audit | Not a member | 4 (committee total) |
| Governance & Nominating | Not a member | 1 (committee total) |
| Board | Meetings in 2024 | Attendance |
|---|---|---|
| BV Financial Board | 4 | No director <75% attendance |
| BayVanguard Bank Board | 8 | No director <75% attendance |
| 2024 Annual Meeting Attendance | — | 8 of 10 directors attended (Sept 5, 2024) |