Daniel D. Naranjo
About Daniel D. Naranjo
Independent director since 2010 (service includes Home Federal Savings), age 62, and Owner/Funeral Director of All Faiths Funeral Home (founded 2000). His small-business background provides customer and community insight relevant to CPBI’s market areas; the Board affirms his independence under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| All Faiths Funeral Home | Owner & Funeral Director | 2000–present | Small-business operator; insight into local customers and economic developments |
| Central Plains Bancshares/Home Federal Savings | Director | 2010–present | Board service since 2010; contributes small-business perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| All Faiths Funeral Home | Owner & Funeral Director | 2000–present | Private company; no public-company interlocks disclosed |
Board Governance
- Independence: All directors except the Chair (Steven D. Kunzman) are independent; independence considered alongside ordinary-course director loans/deposits (none cited for Naranjo).
- Committee assignments: Compensation Committee member (chair: Russell R. Rerucha); Naranjo is not on Audit (chair: Joseph P. Stump) or Nominating (chair: Tamara L. Slater).
- Attendance and engagement: FY2025 Board held 10 regular meetings; Audit met 4x; Compensation 3x; Nominating 1x. No director attended fewer than 75% of Board/committee meetings in FY2025; the same attendance standard was met in FY2024.
- Executive sessions: Independent directors meet in executive session; governance charters available on company site.
| Committee | Members | Chair | FY2025 Meetings |
|---|---|---|---|
| Compensation | Naranjo, Oltean, Rerucha, Schneider | Rerucha | 3 |
| Audit | Oltean, Slater, Stump | Stump | 4 |
| Nominating & Corporate Governance | Oltean, Rerucha, Slater, Stump | Slater | 1 |
Fixed Compensation
- Director fees: No meeting fees; directors are paid an annual fee only (Home Federal Savings director fee was $19,500 in FY2024; $20,000 in FY2025). Individuals serving on First Service Corporation’s board receive an additional $1,500 (FY2024) or $1,750 (FY2025).
- Naranjo’s cash fees increased with FY2025 equity plan adoption.
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $19,500 | $21,000 |
| Meeting Fees | None | None |
| Committee Chair Fees | None disclosed | None disclosed |
Performance Compensation
- Initial director equity grants were self-executing after shareholder approval of the 2024 Equity Incentive Plan (granted Nov 27, 2024): 8,261 restricted shares and 20,654 stock options per non-employee director; vesting 20% annually over five years; options have a 10-year term with exercise price set at grant-date closing price.
- FY2025 reported grant-date fair values for Naranjo: restricted stock $118,958 and options $110,054 (total director comp $250,012).
- Equity plan features: no dividends paid on unvested restricted stock/RSUs, double-trigger change-in-control vesting, clawback, and no repricing/buyouts of underwater options without shareholder approval.
| Award/Feature | Details |
|---|---|
| Restricted Stock (shares) | 8,261; grant 11/27/2024; vests 20% annually over 5 years |
| Options (shares) | 20,654; term 10 years; exercise price = grant-date close; vests 20% annually |
| Grant-date Fair Value (FY2025) | RS: $118,958; Options: $110,054 |
| Dividends on RS/RSUs | Withheld until vesting; paid upon vesting |
| Change-in-Control | Double-trigger vesting; performance awards vest ≥ target if applicable |
| Clawback/Hedging/Pledging Policy | Awards subject to Dodd-Frank §954 clawback and company trading/hedging/pledging restrictions |
| Performance Metrics for Director Grants | None disclosed; initial director awards are time-based |
Other Directorships & Interlocks
| Company | Public Company? | Role | Committee Roles |
|---|---|---|---|
| None disclosed | — | — | — |
| No other public-company boards or interlocks are disclosed in CPBI’s proxies for Naranjo. |
Expertise & Qualifications
- Small-business ownership and customer/community insights in CPBI’s markets.
- Director experience since 2010 across CPBI and its bank subsidiary, focused on compensation oversight.
Equity Ownership
- Beneficial ownership remains <1% of shares outstanding; FY2025 includes unvested restricted stock; options unvested are not counted in beneficial ownership.
| Metric | FY2024 | FY2025 |
|---|---|---|
| Shares Beneficially Owned | 15,500 | 23,761 (incl. 500 child) |
| Percent of Shares Outstanding | <1% (“*”) | <1% (“*”) |
| Unvested Restricted Stock (RS) | — | 8,261 |
| Unvested Stock Options | — | 20,654 (each non-employee director) |
Insider Trades
| Filing Date | Trade Date | Form | Security | Code | Units | Notes |
|---|---|---|---|---|---|---|
| 2024-12-02 | 2024-11-27 | Form 4 | Restricted Stock | A | 8,261 | Initial director grant under 2024 Equity Plan |
| 2024-12-02 | 2024-11-27 | Form 4 | Stock Options | A | 20,654 | Initial director grant; 10-year term |
Governance Assessment
-
Signals supportive of investor confidence:
- Independence affirmed; no related-party transactions >$120,000 involving directors since Apr 1, 2022; director loans limited to ordinary-course terms.
- Strong attendance (≥75% threshold met) and active committee oversight; compensation committee uses independent advisor (Newcleus) as of FY2025.
- Equity plan embeds shareholder-friendly features: double-trigger CIC, clawback, no option repricing, and dividend deferral until vesting.
-
Watch items:
- Director equity grants are time-based rather than performance-based; while common for directors, absence of performance conditions reduces pay-for-performance linkage for board compensation.
- The Chair is not independent (former executive within past three years), though board is majority independent and holds executive sessions.
-
RED FLAGS:
- No pledging/hedging by Naranjo is disclosed; plan-level restrictions apply, which mitigates risk. No related-party exposures or SEC investigations noted.
Appendix: Director Compensation Mix (Trend)
| Component | FY2024 | FY2025 |
|---|---|---|
| Cash Fees ($) | $19,500 | $21,000 |
| Equity: RS Fair Value ($) | — | $118,958 |
| Equity: Options Fair Value ($) | — | $110,054 |
| Total ($) | $19,500 | $250,012 |