Barry Parmiter
About Barry Parmiter
Barry Parmiter is President and Chief Executive Officer of Mercer Savings Bank (and director of Mercer Bancorp, Inc.) since February 2022; he previously served as President and CEO of Community Savings (Caldwell, Ohio) from 1998 to February 2022. He holds a BBA in accounting from Ohio University and an MBA from The University of Findlay; age 54 as of December 26, 2024, and is not considered independent given his executive role. Board leadership is separated (independent Chairman David L. Keiser), with independent director executive sessions, and all directors met attendance thresholds in FY2024. The proxy does not disclose TSR, revenue, or EBITDA growth metrics tied to CEO pay for 2024; his bonus was discretionary.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Community Savings (Caldwell, OH) | President & Chief Executive Officer | 1998 – Feb 2022 | Local banking leadership; operational perspective and community ties supporting business generation for Mercer Savings Bank after 2022 transition. |
External Roles
No public-company directorships or external roles for Mr. Parmiter are disclosed in the 2025 proxy beyond his Mercer Bancorp/Bank positions.
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 195,000 | 29,250 (discretionary) | — | 17,540 (401(k) profit-share $8,830; ESOP $8,710) | 241,790 |
| 2023 | 189,750 | 19,300 (discretionary) | — | 2,100 | 211,150 |
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Discretionary annual bonus (2024) | Not disclosed | Not disclosed | Not disclosed | $29,250 | Cash; no equity grants disclosed for CEO in 2024. |
| Equity Incentive Plan (2025) – potential RSUs/Options and performance goals | Committee may set performance criteria; minimum 1-year vesting (5% carve-out) | Not determinable at this time | Not determinable at this time | Not determinable at this time | Double-trigger CIC vesting; clawback; no dividends on unvested RS/RSUs; no repricing. |
Equity Ownership & Alignment
| As of date | Shares beneficially owned | % of outstanding | IRA shares | ESOP allocated | Notes |
|---|---|---|---|---|---|
| Dec 26, 2024 | 18,371 | 1.8% (of 1,022,970 shares) | 17,500 | 871 | Anti-hedging/pledging policy prohibits hedging, short sales, options, margin accounts, and pledging (limited exceptions with board approval). |
- Ownership guidelines for executives are not disclosed; the Nominating & Governance Committee considers equity holdings in director evaluations.
- No option or RSU holdings for Mr. Parmiter are disclosed for 2024; the 2025 Equity Plan had no awards granted to executives as of proxy mailing; initial grants will be self-executing for non-employee directors after stockholder approval.
Employment Terms
| Term element | Provision |
|---|---|
| Agreement term & auto-renewal | Three-year term; as of each January 1, extends by one year after performance review to maintain a rolling three-year term. |
| Base salary (2024) | $195,000. |
| Severance (no CIC) | Lump-sum cash equal to base salary and bonuses Mr. Parmiter would have earned for the remaining unexpired term; continuation of life, non-taxable medical and dental coverage for the remaining term or cash equivalent if not permitted. |
| Change-in-control (CIC) severance | Lump-sum cash equal to three times his “base amount” under IRC §280G (avg taxable income over prior five years); plus 24 months of continued life and non-taxable medical/dental coverage or cash equivalent. Double-trigger (CIC plus involuntary termination or resignation for specified “good reason”). |
| Disability/Retirement/Death | Disability/retirement benefits per applicable plans; upon death, base salary through end of month and dependents receive non-taxable medical, dental and other insurance for one year. |
| Restrictive covenants | One-year post-termination non-compete and non-solicit of business/customers/employees (other than following CIC terms above). |
| Clawback/trading policy | Awards subject to company clawback policy; insider trading restrictions apply. |
Board Governance and Director Service
| Board | Role | Director since | Current term expires | Independence | Chair structure |
|---|---|---|---|---|---|
| Mercer Bancorp, Inc. | Director; President & CEO | 2022 | 2026 | Not independent (executive officer) | Separate independent Chair (David L. Keiser). |
- Committees: Audit (Keiser, Fee, Faller); Compensation (Keiser, Fee, Boley); Nominating & Governance (Keiser, Fee, Boley). Mr. Parmiter is not listed on these committees.
- Meeting cadence: 12 regular and 1 special meeting in FY2024; all directors met the ≥75% attendance threshold.
- Independent director executive sessions are held; committee charters available on the company's website.
Related Party Transactions & Policies
- Loans to directors/executive officers were made in the ordinary course (with discounted rates described), on substantially similar terms to non-related loans, compliant with banking regulations; Audit Committee reviews related-person transactions ≥$120,000 at least semiannually.
- Insider trading policy, anti-hedging/pledging restrictions, and clawback provisions apply to directors and officers.
Compensation Committee Practices
- Compensation Committee considers individual responsibility/performance, overall company performance, and peer analysis for comparable institutions; CEO is excluded from deliberations on his own pay. No compensation advisor was engaged in 2024.
2025 Equity Incentive Plan Parameters
| Item | Parameter |
|---|---|
| Share reserve | 143,215 shares total (RS/RSUs up to 40,918; options up to 102,297). |
| Individual limits | Employee ≤25% of pool; single non-employee director ≤5%; all non-employee directors ≤30% aggregate. |
| Vesting | Minimum 1-year vesting, with up to 5% exceptions; double-trigger CIC vesting (CIC plus involuntary termination/good reason). |
| Types of awards | Restricted stock, RSUs, NQSOs, ISOs; performance-based vesting allowed. |
| Governance features | No below-market option grants, no repricing/cash buyouts without stockholder approval; no dividends on unvested RS/RSUs; awards subject to clawback. |
| Status at proxy | No awards yet; initial non-employee director grants will be self-executing upon plan approval. |
| Non-employee director initial awards (if approved) | Restricted stock: 2,045 shares each (value $28,630 at $14.00); stock options: 5,114 each. |
Investment Implications
- Alignment: Mr. Parmiter’s ~1.8% beneficial stake, largely via IRA and ESOP allocations, provides meaningful “skin in the game” for a micro-cap float, while the anti-hedging/pledging policy reduces misalignment risk.
- Incentive mix: 2024 compensation relied on a discretionary cash bonus; the pending 2025 equity plan could shift pay toward equity and performance-based awards, improving alignment but introducing potential future selling pressure around vesting events.
- Retention/M&A economics: Strong CIC protection (3× base amount under §280G plus 24 months of benefits) supports retention but increases parachute expense in strategic transactions; awards under the new plan may also accelerate under CIC per plan terms.
- Governance: Dual role as CEO and director is mitigated by a separate independent Chair, independent committees, and executive sessions—reducing independence concerns.
- Related-party optics: Ordinary-course loans to insiders are reviewed and compliant; no Section 16 delinquency apart from a controller’s late Form 3, suggesting satisfactory reporting culture.
Note: All facts and figures above are taken directly from Mercer Bancorp’s 2025 DEF 14A, S-8 exhibits, and related filings as cited.