Steven G. Schneider
About Steven G. Schneider
Steven G. Schneider is an independent director of Central Plains Bancshares, Inc. (CPBI) and a General Surgeon based in Grand Island, Nebraska; he owned and operated the Surgery Group in Grand Island until joining the surgical team at Bryan Health of Nebraska in 2021 . He has 29+ years of medical experience and provides the board with deep community and healthcare network insight; age 57 as of March 31, 2024 and 58 as of March 31, 2025; director since 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Surgery Group (Grand Island) | Owner & Operator; General Surgeon | Until 2021 | Local small-business operator perspective; community ties |
| Bryan Health of Nebraska | General Surgeon (joined surgical team) | 2021–present (as disclosed) | Clinical leadership; regional medical relationships |
External Roles
- No other public company directorships are disclosed for Dr. Schneider in CPBI’s 2024 and 2025 proxy biographies .
Board Governance
| Topic | Details |
|---|---|
| Independence | The board determined all directors except the chair (Steven D. Kunzman) are independent; in assessing independence, the board considered ordinary-course lending relationships including commercial loans to Dr. Schneider . |
| Committees | Compensation Committee member (Naranjo, Oltean, Rerucha—Chair, Schneider); no officer/former officer members . Not listed on Audit (Oltean, Slater, Stump—Chair) or Nominating & Corporate Governance (Oltean, Rerucha, Slater—Chair, Stump) . |
| Meetings & Attendance | FY2024: Board held 2 regular meetings; no director attended <75% of board+committee meetings . FY2025: Board held 10 regular meetings; no director attended <75% . |
| Executive Sessions | Periodic meetings of independent directors; board separates Chair and CEO roles as of 2025 (was combined in 2024) . |
| Annual Meeting Attendance | All but one director attended the 2024 annual meeting . |
Fixed Compensation
| Component | FY2025 | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Schneider) | $19,500 | Individual cash fees in FY2025 director comp table . |
| Standard Director Annual Fee Policy | $20,000 | Policy for Home Federal Savings directors in FY2025 (paid only in bank capacity) . |
| Prior-Year Director Annual Fee Policy | $19,500 | FY2024 fee policy for bank directors (paid only in bank capacity) . |
| Meeting Fees | $0 | No additional per-meeting fees . |
| Subsidiary Director Fee (First Service Corp.) | $1,750 | Additional annual fee if applicable . |
Performance Compensation
| Award Type | Grant/Value | Vesting/Terms | Notes |
|---|---|---|---|
| Restricted Stock (Schneider) | $118,958 grant-date fair value in FY2025 | Time-based vesting over 5 years (20%/yr); cash dividends on unvested shares withheld until vest . | Initial awards to non-employee directors tied to 2024 Equity Plan approval . |
| Stock Options (Schneider) | $110,054 grant-date fair value in FY2025 | Time-based vesting over 5 years (20%/yr); term up to 10 years; exercise price = FMV on grant date; no dividend equivalents . | |
| One-time Director Grants (Plan) | 8,261 RS shares + 20,654 options (each non-employee director) | Self-executing on day after plan approval; vest 20% annually over 5 years; acceleration on death, disability, or involuntary termination in connection with change in control (double-trigger for CIC) . | |
| Clawback/Hedging/Pledging | Subject to company clawback policy (Dodd-Frank 954) and hedging/pledging restrictions | Applies to plan awards | Plan “best practices” include no repricing and minimum 1-year vesting (95% of awards) . |
Performance metrics: Director awards are time-based; the plan allows performance-conditioned awards, but initial non-employee director grants were not tied to performance metrics .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Overlap/Interlock |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in CPBI proxies . |
Expertise & Qualifications
- General surgeon with 29+ years of practice; owned a medical practice and now affiliated with Bryan Health (since 2021), providing small-business and healthcare system perspective .
- Strong community ties in Grand Island and surrounding communities; board cites insight into local medical professionals and community relationships .
Equity Ownership
| As-of Date (Record) | Beneficially Owned Shares | % Outstanding | Vested vs. Unvested Detail | Options Status |
|---|---|---|---|---|
| Oct 16, 2024 | 25,000 | <1% | Not itemized in 2024 table for Schneider | — |
| Jul 11, 2025 | 33,261 | <1% | Includes 8,261 unvested restricted shares | Each non-employee director held 20,654 unvested options at 3/31/2025 |
- Ownership aggregation per Rule 13d-3; 2025 table footnote explicitly notes Schneider’s holdings include 8,261 unvested restricted shares .
- As of March 31, 2025, each non-employee director had 8,261 unvested restricted shares and 20,654 unvested options (time-based vesting) .
Related-Party Exposure and Conflicts
- Independence assessment considered ordinary-course banking relationships, including commercial loans to Dr. Schneider; loans made on substantially the same terms as those to non-related persons; no related-party transactions >$120,000 outside ordinary-course loans since April 1, 2022 (2025 proxy) .
- The Audit Committee reviews >$25,000 transactions with directors/executives at least twice per year per the related-person transactions policy .
Compensation Structure Analysis (Director)
- Mix shift to equity: In FY2025, Schneider’s compensation was predominantly equity ($118,958 RS + $110,054 options) versus $19,500 cash fees, reflecting the post-conversion equity plan; initial director awards vest over five years, aligning with long-term value creation .
- Governance features: Double-trigger CIC vesting, no option repricing/cash buyouts without shareholder approval, dividends withheld on unvested RS, clawback and anti-hedging/pledging policies — investor-friendly mitigants .
Compensation Committee Analysis
- Composition: Naranjo, Oltean, Rerucha (Chair), Schneider; no current/former officers; independent per SEC/Nasdaq .
- Consultant usage: No consultant in FY2024; engaged Newcleus Compensation Advisors in FY2025 to evaluate executive pay and peer comparisons .
- Committee met 1x in FY2024 and 3x in FY2025; remit includes CEO/NEO pay, incentive plan oversight, and succession planning .
Governance Assessment
- Strengths:
- Independent director; committee service on Compensation; board-level guardrails include clawbacks, anti-repricing, and double-trigger CIC vesting .
- Attendance and engagement standards met; no director fell below 75% attendance in FY2024 or FY2025 .
- Watch items:
- Ordinary-course lending with Dr. Schneider was considered in independence determination; while permitted and on market terms, director borrowing relationships at a bank can draw investor scrutiny—mitigated by policy reviews and independence affirmation .
- One-time, sizable equity grants to directors (typical post-conversion) are time-based rather than performance-based; vesting and double-trigger CIC features help alignment, but absence of performance metrics for director awards is a philosophical, not compliance, consideration .
Director Compensation Detail (FY2025)
| Name | Fees Earned ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Steven G. Schneider | 19,500 | 118,958 | 110,054 | 248,512 |
| Citations: for all cells. |
Committee Assignments
| Committee | Members | Chair | Independence Notes |
|---|---|---|---|
| Audit | Oltean, Slater, Stump | Stump | All independent; Oltean and Stump are “audit committee financial experts” . |
| Compensation | Naranjo, Oltean, Rerucha, Schneider | Rerucha | No current/former officers; independent . |
| Nominating & Corporate Governance | Oltean, Rerucha, Slater, Stump | Slater | Independent directors only . |
Board Meetings and Attendance
| Fiscal Year Ended | Board Regular Meetings | <75% Attendance Flag |
|---|---|---|
| Mar 31, 2024 | 2 | None (no director <75%) |
| Mar 31, 2025 | 10 | None (no director <75%) |