William D. Oltean
About William D. Oltean
William D. Oltean is an independent director nominated for a new three-year term at Central Plains Bancshares, Inc. (CPBI). He is age 61 and has served on the board since 2018; he is a Certified Public Accountant (Inactive Registrant) in Nebraska and is designated an “audit committee financial expert” under SEC rules, with prior executive experience as President/CEO and owner of Heartland Ag, Inc. and earlier roles (1994–2010) at companies that ultimately merged into Verizon Wireless .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heartland Ag, Inc. | Owner; President & CEO; other executive roles | Not disclosed | Provides insight into agricultural customers in CPBI’s markets |
| Verizon Wireless (via predecessor companies) | Various roles prior to mergers | 1994–2010 | Corporate operations experience and financial acumen |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Home Federal Savings and Loan Association of Grand Island (“Home Federal Savings”) | Director (each CPBI director also serves on Home Federal Savings’ board) | Concurrent; not disclosed | Directors receive fees in their capacity as Home Federal Savings directors; no separate CPBI meeting fees |
| First Service Corporation (subsidiary) | Director (if applicable) | Not disclosed | Annual fee applies for service at subsidiary ($1,750) |
Board Governance
- Board attendance: The CPBI Board held 10 regular meetings in FY ended March 31, 2025; no director attended fewer than 75% of board and applicable committee meetings. In FY ended March 31, 2024, the Board held two regular meetings; no director attended fewer than 75% .
- Executive sessions: Independent directors meet in executive sessions; frequency not disclosed .
- Independence: Oltean is independent under SEC and Nasdaq standards .
| Committee | Members | Chair | Meetings (FY 2025) | Key Notes |
|---|---|---|---|---|
| Audit Committee | Oltean, Slater, Stump | Stump | 4 | All independent; Oltean and Stump qualify as “audit committee financial experts” |
| Compensation Committee | Naranjo, Oltean, Rerucha, Schneider | Rerucha | 3 | All independent; used Newcleus Compensation Advisors for peer benchmarking in FY 2025 |
| Nominating & Corporate Governance Committee (FY 2024 context) | Oltean, Rerucha, Slater, Stump | Slater | 0 (FY 2024) | Independents; assists with board composition and governance processes |
Audit Committee Report signatories include William D. Oltean and Joseph P. Stump (Chairman) for FY 2024 and FY 2025 proxy cycles .
Fixed Compensation
| Component | FY 2025 Amount | Notes |
|---|---|---|
| Director cash fees (Oltean) | $21,000 | CPBI pays director fees via Home Federal Savings service; no meeting fees |
| Home Federal Savings annual director fee (schedule) | $20,000 | Paid for service at the bank; CPBI directors are also Home Federal Savings directors |
| First Service Corporation annual fee (schedule) | $1,750 | Applies to those serving on subsidiary board |
| All Other Compensation (Oltean) | $0 | None disclosed |
Performance Compensation
| Award Type | FY 2024 Grant Details | FY 2025 Reported Value | Vesting & Terms |
|---|---|---|---|
| Restricted Stock Awards (RSAs) | 8,261 shares; illustrative value $114,993 based on $13.92/share as of Oct 16, 2024 (actual value set at grant date) | $118,958 grant date fair value (Oltean) | Time-based, 5-year vesting at 20% per year; dividends on unvested RS withheld and paid upon vesting |
| Stock Options | 20,654 options (per director); value depends on exercise date; strike = closing price day after stockholder approval | $110,054 grant date fair value (Oltean) | 10-year exercise term; time-based vesting over 5 years; acceleration upon death, disability, or involuntary termination in connection with a change in control |
- Mix and alignment: For FY 2025, Oltean’s comp was ~8% cash ($21,000) and ~92% equity ($229,012), reflecting high equity alignment for a director .
- Performance metrics: Director equity awards are time-based; no director-specific performance metrics disclosed (the plan permits performance awards, but director grants vest on time) .
Performance Metrics Table (Director Awards)
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Revenue/EBITDA/TSR targets in director equity | None disclosed; time-based vesting | None disclosed; time-based vesting |
| ESG/other qualitative metrics | Not disclosed | Not disclosed |
Other Directorships & Interlocks
- No other public company directorships for Mr. Oltean are disclosed in CPBI’s proxy biographies .
- Each CPBI director also serves on Home Federal Savings’ board, indicating internal linkage but not external interlocks with competitors/suppliers/customers .
Expertise & Qualifications
- CPA (Inactive Registrant, Nebraska); Audit Committee financial expert designation .
- Prior executive/owner in agricultural equipment distribution; insight into regional agricultural customers .
- Telecommunications background via predecessor companies to Verizon Wireless (1994–2010) .
Equity Ownership
| Metric | Oct 16, 2024 (Record Date) | Jul 11, 2025 (Record Date) |
|---|---|---|
| Shares beneficially owned | 35,000 | 43,861 |
| % of shares outstanding | <1% (4,130,815 out. shares) | 1.0% (4,222,978 out. shares) |
| Unvested Holdings (as of Mar 31, 2025) | Amount |
|---|---|
| Unvested restricted stock (per non-employee director) | 8,261 shares |
| Unvested stock options (per non-employee director) | 20,654 options |
- Pledging/hedging: Not disclosed in proxy. Related-party transactions policy and review described; no related-party transactions >$120,000 with directors/officers since Apr 1, 2022, aside from ordinary-course lending on market terms .
Governance Assessment
-
Strengths:
- Independence and dual “audit committee financial expert” coverage on Audit Committee (Oltean and Stump), with regular meetings (4 in FY 2025) and clean audit committee reporting practices .
- Active Compensation Committee oversight, use of external consultant in FY 2025 (Newcleus Compensation Advisors) and explicit exclusion of CEO from deliberations on own pay .
- High attendance and engagement (no director below 75% in FY 2025 and FY 2024); independent director executive sessions noted .
- Equity-heavy director compensation and five-year vesting promote alignment; option term and strike discipline add long-term orientation .
-
Watchpoints:
- One-time, sizable director awards tied to mutual-to-stock conversion; awards are purely time-based (no performance conditions), which can reduce pay-for-performance sensitivity for directors despite alignment benefits .
- Consultant usage change (none in FY 2024, used in FY 2025) warrants monitoring for pay escalation trends and peer group selection effects .
- No explicit disclosure of director stock ownership guidelines or pledging/hedging policies; continued monitoring advisable given small-cap bank governance norms .
Related Party Transactions
- The company reports no transactions or series of transactions >$120,000 involving directors/officers since Apr 1, 2022, other than ordinary-course loans to directors/executives on market terms without abnormal risk/features; the Audit Committee reviews transactions with directors/executives ≥$25,000 at least twice per year .
Shareholder Votes (Context)
| Item (Nov 26, 2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Equity Incentive Plan (2024) | 2,154,926 | 225,711 | 46,178 | 702,060 |
| Auditor Ratification (FY ending Jun 30, 2025) | 2,931,680 | 195,095 | 2,100 | – |
Note: 2024 director elections did not include Mr. Oltean; he is nominated for a three-year term in the 2025 proxy .
RED FLAGS
- Time-based vesting of substantial director equity without performance metrics (potential pay-for-service vs pay-for-performance drift) .
- Initial one-time equity grants for directors associated with conversion could elevate ongoing compensation expectations despite one-off nature .
Summary Signals for Investors
- Governance quality indicators are solid (independence, audit expertise, attendance), supporting investor confidence .
- Compensation structure emphasizes long-term equity alignment but lacks explicit performance conditions for director awards; monitor committee practices and future award design .
- No material related-party exposures disclosed; ordinary-course lending only, with Audit Committee oversight .