Dannel Garness
About Dannel Garness
Dannel R. Garness was appointed President and Chief Executive Officer of Central Plains Bancshares, Inc. and Home Federal Savings, effective May 20, 2025. He has over 25 years of banking experience, previously serving as Executive Vice President and Chief Lending Officer at Field & Main Bank (since 2016) and Senior Vice President/Commercial Lending Officer at First Security Bank (beginning in 2010). Age was disclosed as 52 as of March 31, 2025 in the proxy, and age 53 in the appointment 8-K. No education credentials, TSR, revenue, or EBITDA performance metrics tied to his tenure are disclosed in the filings reviewed.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Field & Main Bank (Henderson, KY) | Executive Vice President & Chief Lending Officer | 2016–2025 | Senior commercial lending leadership experience (as disclosed) |
| First Security Bank (Evansville, IN) | Senior Vice President/Commercial Lending Officer | 2010–2016 | Commercial lending experience (as disclosed) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in CPBI filings reviewed | — | — | Filings list prior banking roles; no external directorships mentioned |
Fixed Compensation
| Component | Terms | Amount/Detail |
|---|---|---|
| Base Salary | Annual base salary; reviewed at least annually; may be increased, not decreased | $265,000 |
| Bonus Eligibility | Participates in bonus programs available to senior management (see Performance Compensation) | Not disclosed for Garness |
| Benefits & Perquisites | Reimbursement of reasonable business expenses; membership at a local country club; use of a bank-owned automobile | Provided |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting/Timing |
|---|---|---|---|---|---|
| Bank Return on Assets (ROA) above minimum | Not specified | Bank minimum ROA (numeric not disclosed) | Not disclosed by executive; board discretion | 35% of amount over minimum set aside in bonus pool; pool split 35% managers / 65% senior managers; board sets bonus % of wages; discretionary | Annual cash bonuses; no equity vesting tied to ROA under bonus policy |
Additional equity incentive plan context applicable to executives:
- Central Plains Bancshares, Inc. 2024 Equity Incentive Plan authorizes up to 578,313 shares (413,081 stock options; 165,232 restricted stock/RSUs) with minimum one-year vesting, typical five-year ratable vesting (20% per year) for grants made through March 31, 2025; dividends on unvested restricted stock are withheld until vesting; options have 10-year max term and cannot be repriced or cash-bought when underwater without shareholder approval; awards subject to clawback and hedging/pledging restrictions.
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Total Beneficial Ownership | 9,000 shares (consists of unvested restricted stock) |
| Ownership % of Outstanding Shares | Less than 1% (as per beneficial ownership table) |
| Vested vs Unvested | Unvested: 9,000 restricted shares; vested shares not disclosed |
| Options (Exercisable/Unexercisable) | No option awards for Garness disclosed as of March 31, 2025; appointment 8-K states he will be granted stock options and stock awards prospectively |
| Pledging/Hedging | Awards subject to CPBI trading policy restrictions and hedging/pledging policy restrictions under the equity plan |
| Clawbacks | Awards subject to CPBI clawback policies including Dodd-Frank Section 954 |
Employment Terms
| Term | Provision | Economics/Details |
|---|---|---|
| Agreement Term | Initial 3-year term; annually reviewed; auto-extends one year on each anniversary to maintain a 3-year rolling term (subject to board performance review and approval); if change in control occurs during term, agreement automatically renews for two years from the effective date of the change in control | |
| Base Salary | Annual base salary set at $265,000; may be increased, not decreased | |
| Severance (no Change in Control) | If involuntary termination without cause or resignation for good reason (outside CoC): lump-sum equal to Accrued Obligations plus base salary and bonuses (based on the highest annual bonus in the last three calendar years) that would have been received during the remaining term; COBRA premium reimbursement up to 18 months | |
| Severance (double-trigger CoC) | If involuntary termination without cause or resignation for good reason within 24 months after a change in control: lump-sum equal to Accrued Obligations plus 3× the sum of base salary (higher of termination-date or pre-CoC salary) and highest annual cash bonus from year of CoC or prior three years; COBRA premium reimbursement up to 18 months | |
| Good Reason (definition) | Includes material reduction in authority, duties or responsibilities; material reduction in salary or incentive opportunities; relocation >35 miles; material breach by employer | |
| Non-Compete/Non-Solicit | One-year non-compete and non-solicitation restrictions following termination (other than in connection with a change in control) | |
| Disability/Death | Accrued Obligations plus applicable long-term disability or life insurance program benefits |
Compensation Committee Analysis
- Compensation Committee comprises Directors Naranjo, Oltean, Rerucha, and Schneider; Rerucha serves as chair; no member is a current or former officer or employee of CPBI or Home Federal Savings. In FY2025, the Committee utilized Newcleus Compensation Advisors to evaluate executive packages and peer comparisons.
- Equity plan requires independent oversight, prohibits repricing and liberal CIC definitions, and imposes minimum vesting and clawbacks, reflecting shareholder-oriented design.
Related Party Transactions and Governance Red Flags
- No related party transactions >$120,000 with directors/executive officers since April 1, 2022 outside of ordinary-course loans made on market terms; policy requires semiannual Audit Committee review of related transactions.
- Equity plan prohibits option repricing and cash buyouts of underwater options without shareholder approval; hedging/pledging restrictions apply; double-trigger CIC vesting required unless awards are not assumed, which mitigates windfall risks.
Investment Implications
- Alignment: Garness’s compensation includes a modest base salary ($265,000), participation in a ROA-based bonus pool, and equity grants under the 2024 plan, with 9,000 unvested restricted shares already disclosed; clawbacks, hedging/pledging bans, and five-year vesting indicate long-term alignment and reduced near-term selling pressure from time-based vesting.
- Retention and CoC economics: The rolling three-year term and double-trigger change-in-control severance at 3× salary+bonus plus COBRA support retention but raise cost-of-control considerations; investors should factor potential CIC severance liabilities into M&A scenarios.
- Discretionary bonus construct: ROA threshold and board discretion in payout introduce variability; absence of disclosed personal performance metrics (e.g., TSR, loan growth, credit quality) reduces transparency of pay-for-performance link specific to Garness.
- Ownership signal: Beneficial ownership consists of unvested restricted stock (9,000), less than 1% of outstanding shares, suggesting increasing skin-in-the-game via equity accrual rather than substantial immediate holdings; monitor future Form 4s for additional grants and any sales as vesting occurs.