Jose Faller
About Jose W. Faller
Independent director of Mercer Bancorp, Inc. (MSBB) since 2018; age 47 as of December 26, 2024; serves as Corporate Secretary. Background in HR and IT: Director of Human Resources and Technology at Cooper Farms; prior U.S. Army network administrator; former elected member of the Fort Recovery Local Schools Board of Education (2012–2019). Education: B.S. in Exercise Science (University of Dayton) and MBA (Wright State University). The board has determined he is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Army | Network Administrator | Prior to 2002 (not specified) | IT/security experience applied to board oversight |
| Fort Recovery Local Schools (Ohio) | Board of Education Member | 2012–2019 | Local governance; community engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cooper Farms (Northwest Ohio) | Director of Human Resources and Technology | Joined 2002; current | Brings management and IT expertise to MSBB board |
Board Governance
- Structure: Independent Chairman (David L. Keiser); CEO and Chair roles separated; independent directors hold periodic executive sessions .
- Independence: All directors except the CEO are independent; independence review noted ancillary services from Wabash Mutual Telephone (unrelated to Faller) .
- Attendance: In FY2024 (year ended Sep 30, 2024), the Board held 12 regular and 1 special meeting; no director or committee member attended fewer than 75% of applicable meetings. All directors attended the 2024 annual meeting of stockholders .
| Governance Item | Detail |
|---|---|
| Committee Memberships | Audit Committee member |
| Committee Chairs | None disclosed for Faller |
| Audit Committee Expert | Audit Committee currently has no “financial expert” as defined by SEC rules |
| Audit Committee Report | Signed by Keiser, Faller, and Fee (FY2024) |
| Corporate Secretary | Faller serves as Corporate Secretary |
Fixed Compensation
| Year | Fees Earned or Paid in Cash (USD) | Source |
|---|---|---|
| FY2023 | $18,200 | |
| FY2024 | $19,200 |
| Director Fee Structure | Amount | Notes |
|---|---|---|
| Monthly fee (non-participant in Director Retirement Agreement) | $1,600/month | Applies to directors not in Director Retirement Agreement |
| Monthly fee (participant in Director Retirement Agreement) | $1,400/month | Applies to directors in Director Retirement Agreement |
| Chair premium | +$400/month | For Chairman or Vice Chair when acting |
| Meeting fees | None | No additional board or committee meeting fees |
Performance Compensation
- No equity grants made to directors in FY2024; however, the 2025 Equity Incentive Plan was submitted for stockholder approval (Feb 25, 2025). Initial non-employee director awards would be self-executing the day after approval, vest over 5 years (20% per year), and include both restricted stock and options; awards are subject to double-trigger CIC vesting and clawback; dividends on unvested RS/RSUs accrue and pay on vesting; options have 10-year terms and cannot be repriced without stockholder approval .
| Initial Director Equity (subject to stockholder approval) | Amount/Terms | Source |
|---|---|---|
| Restricted Stock (Faller) | 2,045 shares; vests 20%/yr over 5 years; voting rights during vesting; dividends paid upon vesting | |
| Stock Options (Faller) | 5,114 options; 10-year term; FMV strike; vests 20%/yr over 5 years | |
| CIC vesting | Double-trigger: CIC plus involuntary termination/resignation for good reason; performance awards at greater of target or actual | |
| Clawback | Subject to company clawback policies, including Dodd-Frank §954 | |
| Dividends/DERs | No dividends on unvested RS paid currently; accrued and paid at vesting; no DERs on options |
Note: As of the proxy date (Jan 22, 2025), no awards had been made; grants would occur only if the plan was approved. Exercise price would be the closing price on the grant date (day after approval) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Private/non-profit boards | Fort Recovery Local Schools Board of Education (2012–2019) |
| Potential interlocks | None disclosed for Faller; board considered Wabash Mutual Telephone services (Boley’s employer) for independence—unrelated to Faller |
Expertise & Qualifications
- HR/Operations/IT expertise from Cooper Farms; prior military IT role; local governance experience; BS and MBA credentials; contributes IT and management perspective to risk oversight and audit discussions .
Equity Ownership
| Holder | As of Date | Shares Beneficially Owned | Percent of Outstanding |
|---|---|---|---|
| Jose W. Faller | Dec 26, 2024 | 8,500 | <1% |
| Jose W. Faller | Dec 28, 2023 | 8,500 | <1% |
- Anti-hedging/pledging: Directors are prohibited from short sales, options, and hedging; pledging is generally prohibited with limited exceptions requiring board approval; the board reported no approved exceptions in 2024 proxy .
Related Party Transactions (Potential Conflicts)
Loans to directors are permitted under federal banking regulations if offered on employee program terms; MSBB provides reduced-rate loans to employees and directors and discloses participants and terms. Faller had a home mortgage and HELOC access under the employee program; loans were performing and reviewed by the Audit Committee under related-person policy .
| Year | Loan Type | Largest Aggregate Balance | Principal Balance (9/30) | Principal Paid (FY) | Interest Paid (FY) | Rate |
|---|---|---|---|---|---|---|
| FY2024 | Home mortgage | $154,295.65 | $148,840.15 | $5,455.50 | $2,821.55 | 2.468% |
| FY2024 | HELOC | $0.00 | $0.00 | $0.00 | $0.00 | 8.000% |
| FY2023 | Home mortgage | $161,165 | $154,812 | $6,353 | $2,047 | 1.426% |
| FY2023 | HELOC | — | — | — | — | 8.500% |
- Policy controls: Related-person transactions >$120k reviewed at least semi-annually by the Audit Committee; loans offered on substantially the same terms (except permitted discounts) as to non-related parties; loans were compliant and performing .
- Interpretation: While director borrowing from a bank subsidiary can be perceived as a potential conflict, the standardized program, regulatory framework, and audit oversight mitigate alignment concerns .
Compensation Committee Analysis (context for governance)
- Committee composition: Keiser, Fee, Boley; CEO excluded from his own pay deliberations .
- Consultant usage: No compensation advisor engaged in 2024; peer analysis considered for executives .
Governance Assessment
- Strengths: Independent status; active Audit Committee participation (signed FY2024 Audit Committee report); consistent attendance; anti-hedging/anti-pledging policy; separation of Chair/CEO; upcoming equity plan (if approved) would add multi-year equity to director comp, improving alignment .
- Watch items/RED FLAGS:
- No “audit committee financial expert” designated; elevates reliance on management and auditors for complex accounting judgments .
- Related-party exposure via employee loan program (home mortgage); allowed and overseen but can draw investor scrutiny in governance assessments .
- Neutral/Context:
- Director comp is primarily fixed cash retainers; no meeting fees; equity would be introduced only upon plan approval, with long vesting and clawback safeguards .
Note: No insider trading transactions for Faller were disclosed in the proxy; Section 16 reporting was timely based on company review (FY2024 note cites one late Form 3 for another officer). If needed, we can search Form 4s to supplement .