David Keiser
About David L. Keiser
Independent Chairman of Mercer Bancorp’s Board since 2021; director since 2014. Age 68 as of December 26, 2024. Owner and President of Littman Thomas Insurance Agency, Inc. (joined as owner/partner in 1989). Background emphasizes local business leadership and community board service (Boys & Girls Club, Darke County Chamber Ambassador, Darke County United Way, Darke County Economic Development). Independence affirmed by the Board; roles separate from the CEO, enhancing oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercer Bancorp/Mercer Savings Bank | Chairman of the Board; Director | Chairman since 2021; Director since 2014 | Independent Chair; separation of Chair/CEO enhances oversight |
| Mercer Bancorp Committees | Director member | Ongoing | Audit (Keiser, Fee, Faller) – 4 meetings FY2024; Compensation (Keiser, Fee, Boley) – 1 meeting FY2024; Nominating & Governance (Keiser, Fee, Boley) – 1 meeting FY2024 |
| Mercer Bancorp Board meetings | Board member | FY2023: 12 regular, 7 special; FY2024: 12 regular, 1 special | No member attended <75% of Board+committee meetings |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Littman Thomas Insurance Agency, Inc. | Owner and President | Since 1989 | Financial oversight experience from operating own business |
| Various non-profits | Board/committee roles | Prior service | Boys & Girls Club; Darke County Chamber Ambassador; Darke County United Way; Darke County Economic Development |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Keiser serves as independent Chairman, reinforcing oversight and agenda-setting by independent directors.
- Committees (FY2024):
- Audit: Keiser, Fee, Faller; 4 meetings; all independent; no SEC-defined “financial expert”; Board cites members’ ability to analyze/evaluate financials (Keiser/Fee oversee their own businesses).
- Compensation: Keiser, Fee, Boley; 1 meeting; chartered oversight of CEO/executive pay; no external comp advisor in 2024.
- Nominating & Governance: Keiser, Fee, Boley; 1 meeting; criteria emphasize integrity, industry familiarity, local participation, independence, diversity, equity holdings.
- Attendance: FY2024 Board held 12 regular/1 special meeting; no director fell below 75% attendance; all directors attended the 2024 annual meeting.
- Risk oversight and leadership structure: Board separates Chair/CEO; committees and full Board oversee risk; independent sessions held periodically.
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (Keiser) | $20,300 | $21,600 |
| Director Fee Policy (monthly) | $1,400 (with Director Retirement Agreement) or $1,600 (without); Chairman +$400; no meeting/committee fees | $1,400/$1,600; Chairman +$400; no meeting/committee fees |
- Director Retirement Agreement (Keiser): Converted to defined contribution; normal retirement age 72; vesting 33% after 6 years, 66% after 10, 100% after 18 years; change-in-control within 24 months triggers full vesting and lump-sum; allowed one-time election to invest account balance in Mercer Bancorp stock during conversion.
Performance Compensation
| Award Type | Grant Value ($) | Shares/Options | Vesting | Terms |
|---|---|---|---|---|
| Restricted Stock (initial award under 2025 Equity Plan) | $28,630 (at $14/share) | 2,045 shares | 20% per year over 5 years | Voting rights during vesting; cash dividends withheld and paid upon vest; double-trigger vesting on change-in-control; subject to clawback (Dodd-Frank 954) |
| Stock Options (initial award under 2025 Equity Plan) | Not determinable pre-exercise | 5,114 options | 20% per year over 5 years | 10-year term; strike set at closing price on grant date; no repricing/cash buyouts; no dividends; double-trigger vesting on change-in-control; clawback applies |
- Plan design signals: Minimum 1-year vesting for ≥95% of awards; prohibits repricing and liberal CIC; double-trigger vesting on CIC; performance goals can be set by Compensation Committee for future awards.
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in proxy biographies |
| Private company role | Owner/President, Littman Thomas Insurance Agency, Inc. |
| Non-profit/Community | Prior roles with Boys & Girls Club, Darke County Chamber Ambassador, Darke County United Way, Darke County Economic Development |
| Interlocks/Transactions | Board considered independence impacts broadly; example cited relates to Wabash Mutual Telephone (another director’s company), not Keiser. |
Expertise & Qualifications
- Business leadership and local market insight from decades leading an insurance agency; cited by the Board as valuable for financial statement oversight.
- Governance and community network experience from non-profit board service.
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Shares Outstanding | Notable Holdings |
|---|---|---|---|
| Dec 28, 2023 | 15,019 | 1.5% | Includes 5,319 shares in a Director Retirement Agreement Trust |
| Dec 26, 2024 | 15,019 | 1.5% | Includes 5,319 shares in a Director Retirement Agreement Trust |
- Hedging/Pledging Policy: Directors/officers prohibited from short sales, puts/calls, and pledging; Board may approve limited exceptions; in 2024 proxy the Board reported no approved exceptions to pledging.
Related Party Transactions (Potential Conflicts)
| Year | Type | Largest Aggregate Balance | Principal Balance | Interest Paid | Rate | Notes |
|---|---|---|---|---|---|---|
| FY2023 | Home mortgage | $52,070 | $43,053 | $583 | 1.544% | Employee/director loan program; standard collateral; performing; compliant with banking regs |
| FY2023 | Home equity line of credit | — | — | — | 8.500% | No outstanding balance reported; program terms disclosed |
- Program terms: Employee/director loans at reduced rates; permitted by federal regulations; reviewed by the Audit Committee no less than twice per year.
Governance Assessment
-
Positives: Independent Chairman with separation from CEO; active on all core committees (Audit, Compensation, Nominating & Governance); strong attendance; clear anti-hedging/anti-pledging policy; 2025 Equity Plan grants to directors foster alignment; plan includes double-trigger CIC vesting and clawbacks.
-
Watch items / RED FLAGS:
- Audit Committee lacks an SEC-defined “financial expert” (Board cites members’ abilities instead).
- Director Retirement Agreement features CIC lump-sum vesting (potentially shareholder-unfriendly if misaligned with performance).
- Discounted insider loans to directors (common and permitted in banking) require continued scrutiny to avoid preferential treatment.
- Significant one-time equity awards to directors (time-based vesting) are partly for past service; ensure ongoing performance linkage for future awards.
-
Overall signal: Governance structure and independence are supportive of board effectiveness; monitor compensation design (including retirement agreements and future equity awards) and Audit Committee financial expertise to sustain investor confidence.