Joseph P. Stump
About Joseph P. Stump
Independent director of Central Plains Bancshares, Inc. (CPBI) since 2022; age 40 as of March 31, 2025. Partner at AMGL, P.C. since 2007; credentials include CPA (Nebraska), Personal Financial Specialist (PFS), Certified Valuation Analyst (CVA), and Certified Governmental Finance Manager (CGFM). Identified by CPBI as an audit committee financial expert. Independence determination considered a mortgage loan with the bank; the board concluded he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AMGL, P.C. | Partner | 2007–present | Provides wealth management, tax, accounting, and business consulting services; credentials: CPA, PFS, CVA, CGFM |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in CPBI filings |
Board Governance
- Board independence: All directors are independent except Chairman Steven D. Kunzman; independence review noted director banking relationships including a mortgage loan to Mr. Stump and deposit accounts—none required related-person reporting and did not impair independence.
- Committees: Audit Committee (Chair; independent; financial expert) and Nominating & Corporate Governance Committee member. Not on Compensation Committee.
- Meetings and attendance: FY ended Mar 31, 2025—Board held 10 regular meetings; Audit met 4x; Nominating met 1x; no director attended fewer than 75% of Board and committee meetings. FY ended Mar 31, 2024—Board held 2 meetings; Audit met 3x; Nominating did not meet; no attendance shortfalls.
- Annual meeting engagement: “All but one” director attended the 2024 Annual Meeting.
- Board structure: 7 directors; classified into three classes.
- Shareholder voting (signal): At the Aug 26, 2025 annual meeting, both nominees were elected with ~91–91.6% of votes cast for and ~8.4–8.9% withheld; auditor ratification passed (~96.6% for).
Fixed Compensation
| Component | FY 2024 | FY 2025 |
|---|---|---|
| Cash retainer (Fees Earned/Paid in Cash) | $19,500 | $19,500 |
| Committee/meeting fees | None disclosed (no meeting fees) | None disclosed (no meeting fees) |
| Director fee policy (Home Federal Savings) | $19,500 non-employee/$9,500 employee; First Service Corp $1,500 | $20,000; First Service Corp $1,750 |
Notes: Directors receive fees in their capacity as directors of Home Federal Savings; no additional fees for attending board or committee meetings.
Performance Compensation
| Equity Award | Grant/Position | Quantity/Terms | Accounting Value | Vesting/Other Terms |
|---|---|---|---|---|
| Restricted Stock (initial director grant under 2024 Equity Plan) | Non-employee director grant | 8,261 shares (each director) | $118,958 (FY25 expense for Mr. Stump) | Time-based vesting over 5 years (20%/yr); dividends withheld until vest; voting rights prior to vest |
| Stock Options (initial director grant under 2024 Equity Plan) | Non-employee director grant | 20,654 options (each director) | $110,054 (FY25 expense for Mr. Stump) | 10-year term; strike price = fair market value at grant; vests 20%/yr; no dividends; anti-repricing; double-trigger CIC vesting |
Plan safeguards and alignment:
- Minimum one-year vesting for at least 95% of awards; no liberal CIC; double-trigger vesting on CIC; no option repricing or cash buyouts without shareholder approval; awards subject to clawback and hedging/pledging restrictions.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed | — | — | No interlocks or external public boards disclosed in CPBI filings. |
Expertise & Qualifications
- Financial expertise: Identified as “audit committee financial expert”; deep accounting/tax/valuation background suited to Audit Chair role.
- Credentials: CPA (Nebraska), PFS, CVA, CGFM.
- Community/business insight: Small-business experience through AMGL clientele in CPBI’s markets.
Equity Ownership
| Metric | As of Oct 16, 2024 (record date) | As of Jul 11, 2025 (record date) |
|---|---|---|
| Total beneficial ownership (shares) | 50,000 | 58,261 |
| Percent of outstanding | 1.2% | 1.3% |
| Noted components | Includes 2,500 shares in IRA; 20,000 spouse-held shares | Includes 2,500 shares in IRA; 20,000 spouse-held; 8,261 unvested restricted stock |
| Unvested director equity outstanding | — | 8,261 RS; 20,654 options (each non-employee director) |
No Section 16 filing delinquencies were reported for FY2024 or FY2025.
Governance Assessment
-
Strengths
- Independent Audit Chair with explicit “financial expert” designation; committee met regularly (4x in FY2025) and issued an audit report signed by Stump as Chair—supports credible financial oversight.
- Clean independence disclosures; ordinary-course director banking relationships (including Mr. Stump’s mortgage) reviewed and deemed not material; no related-party transactions >$120k outside ordinary-course loans.
- Strong equity plan guardrails (double-trigger CIC; no repricing; dividend deferral; clawback; hedging/pledging restrictions) align director/executive incentives with long-term shareholder value.
- Attendance: no directors below 75% in FY2025; board/committee cadence established post-IPO.
-
Watch items / potential conflicts
- Director mortgage loan with the bank is normal in community banking but warrants continued audit committee oversight (independence review acknowledges it).
- Equity compensation ramped materially in FY2025 versus FY2024 given adoption of the 2024 Equity Plan and one-time initial director grants; while long-vesting, this shifts mix toward equity—monitor for ongoing grant sizing versus peers and performance linkage.
- No explicit director stock ownership guidelines disclosed; consider instituting/monitoring guidelines to reinforce alignment if not already in place. (Not disclosed in filings reviewed.)
-
Shareholder sentiment signal
- 2025 annual meeting: director nominees received ~91–91.6% of votes cast “for” (no activist contest evident); auditor ratified with ~96.6% “for.”
-
Compensation structure and mix (YoY)
- Cash: flat ($19.5k → $19.5k paid), with policy increasing to $20k for directors of the bank entity.
- Equity: introduced in FY2025 (RS ~$118.96k; options ~$110.05k); all time-based, five-year vesting.
Fixed Compensation (Detail)
| Year | Cash Retainer Paid | Policy Snapshot |
|---|---|---|
| FY 2024 | $19,500 | Non-employee director fee $19,500; no meeting fees; First Service Corp $1,500 |
| FY 2025 | $19,500 | Non-employee director fee policy increased to $20,000; no meeting fees; First Service Corp $1,750 |
Performance Compensation (Detail)
| Component | FY 2025 Award Value | Quantity | Vesting | Key Terms |
|---|---|---|---|---|
| Restricted Stock | $118,958 | 8,261 shares (initial grant) | 20% per year over 5 years | Dividends withheld until vest; voting rights prior to vest; clawback; hedging/pledging restrictions apply |
| Stock Options | $110,054 | 20,654 options (initial grant) | 20% per year over 5 years | 10-yr term; FMV strike; no dividends; no repricing/cash buyouts w/o shareholder approval; double-trigger CIC vesting |
Related-Party and Conflicts Check
- Independence determination specifically considered a mortgage loan to Mr. Stump and deposit accounts for directors; loans are ordinary-course, on market terms; no transactions >$120,000 outside such ordinary-course loans since April 1, 2022.
- Policy: Audit Committee reviews transactions >$25,000 with directors/executives/families at least semi-annually; Code of Conduct requires disclosure of any personal/financial interest in matters before the company.
Equity Plan Governance
- Share reserve: 578,313 shares; caps: 165,232 for RS/RSUs (4%) and 413,081 for options (10%); individual director limit 5% of pool; aggregate non-employee directors ≤30% of pool.
- Initial director awards: self-executing upon plan approval; each non-employee director received 8,261 RS and 20,654 options (vest 20%/yr).
Conclusion
- Mr. Stump enhances board effectiveness as an independent Audit Chair with recognized financial expertise and solid attendance. The new director equity grants materially increased his equity-linked compensation and ownership (including 8,261 unvested RS), aligning incentives over a five-year vesting horizon under robust plan safeguards (clawback, no repricing, double-trigger CIC). Ordinary-course lending relationships (mortgage) are disclosed and monitored; no adverse related-party transactions reported. Monitor ongoing grant cadence and any evolution toward explicit director ownership guidelines to further strengthen alignment.