Michael Boley
About Michael J. Boley
Michael J. Boley (age 58) is a director of Mercer Bancorp and Mercer Savings Bank, serving since 2022; his current term expires at the 2025 Annual Meeting . He is President and Chief Executive Officer of Wabash Mutual Telephone Company and its subsidiary Wabash Communications, Inc.; he joined Wabash as Accountant (1987), became General Manager (1997), and CEO (2007) . He serves as a trustee of the Ohio Rural Broadband Association and is on the boards of Com Net Inc. and Independents Fiber Network; his local business network and economic insight are cited as board-relevant credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wabash Mutual Telephone Company | Accountant → General Manager → President & CEO | 1987; 1997; 2007–present | Leads customer-owned broadband provider; local economic insight valued by MSBB board |
| Wabash Communications, Inc. (subsidiary) | President & CEO | 2007–present | Wireless broadband in Mercer County and surrounding areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ohio Rural Broadband Association | Trustee | Not disclosed | Industry association governance role |
| Com Net Inc. | Director | Not disclosed | Telecom network services; private status not specified |
| Independents Fiber Network | Director | Not disclosed | Regional fiber network; private status not specified |
Board Governance
- Independence: The board determined all directors other than CEO Barry Parmiter are independent under Nasdaq standards; independence review considered communications services provided to Mercer Savings Bank by Wabash Mutual Telephone, where Boley is president .
- Committee memberships: Compensation Committee (Keiser, Fee, Boley) and Nominating & Governance Committee (Keiser, Fee, Boley); Audit Committee excludes Boley (Keiser, Fee, Faller) .
- Attendance: FY ended Sep 30, 2024—Board held 12 regular and 1 special meeting; no director attended fewer than 75% of board and committee meetings. FY ended Sep 30, 2023—12 regular and 7 special meetings; no director attended fewer than 75% .
- Committee activity: Compensation Committee met once in FY 2024; Nominating & Governance met once in FY 2024 .
- Leadership structure: Independent Chairman (David L. Keiser), periodic meetings of independent directors, and annual CEO evaluation by the Compensation Committee .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 18,200 | 19,200 |
- Director fee schedule: Monthly fee is $1,600 for directors not in a Director Retirement Agreement, $1,400 for those participating; Chairman (or Vice Chair in absence) receives an additional $400 per month; no meeting or committee fees; fees are paid for service at Mercer Savings Bank, not separately at Mercer Bancorp .
Performance Compensation
| Award Type | Grant Mechanics | Amount/Terms | Vesting | Valuation |
|---|---|---|---|---|
| Restricted Stock (non-employee directors) | Self-executing on day after stockholder approval of 2025 Equity Incentive Plan | 2,045 shares to Michael J. Boley | 20% per year; accelerated for death, disability, or Involuntary Termination at or following a Change in Control | Illustrative dollar value $28,630 based on $14.00/share as of Dec 31, 2024 (actual value at grant will depend on FMV at grant date) |
| Stock Options (non-employee directors) | Self-executing on day after stockholder approval of 2025 Equity Incentive Plan | 5,114 options to Michael J. Boley; exercise value not determinable until exercise | 20% per year; accelerated for death, disability, or Involuntary Termination at or following a Change in Control | Exercise price set at or above market; plan prohibits below-market grants and option repricing/cash buyouts without stockholder approval |
- Plan features: One-year minimum vesting (up to 5% exceptions), double-trigger change-in-control vesting, clawback policy applicability, hedging/pledging restrictions under company trading policies, and optional holding periods in award agreements; performance goals may be established for awards, but non-employee director grants disclosed are time-vested .
Other Directorships & Interlocks
| Company/Entity | Relationship to MSBB | Potential Interlock/Conflict Note |
|---|---|---|
| Wabash Mutual Telephone Company | Service provider to Mercer Savings Bank (communications services) | Independence evaluation explicitly considered this relationship; not reported as an Item 404 related-party transaction |
| Com Net Inc.; Independents Fiber Network | External board roles | No MSBB transaction disclosures with these entities in cited filings |
Expertise & Qualifications
- Industry and technical expertise: Broadband communications leadership; board cites his business/community network and local economic insight as valuable to deliberations .
- Board qualification emphasis: Nominating criteria include independence, diversity, equity holdings, and audit expertise needs; Boley serves on Nominating & Governance and Compensation Committees .
Equity Ownership
| Item | Value | As-of Date |
|---|---|---|
| Beneficially owned shares | 15,000 (direct) | Dec 26, 2024 |
| Ownership % of outstanding | 1.5% (based on 1,022,970 shares) | Dec 26, 2024 |
| ESOP participation | Not applicable to director; ESOP noted for employees; total ESOP shares 81,838 | Dec 26, 2024 |
| Pledging/Hedging | Company policy prohibits pledging and margin accounts absent board-approved exceptions; hedging restricted; no pledging disclosed for Boley |
Insider Trades
| Form | Date Filed | Transaction Summary |
|---|---|---|
| Form 3 (Initial Statement of Beneficial Ownership) | 2023-07-26 | Reported 15,000 shares of common stock, direct ownership; director relationship indicated |
Governance Assessment
- Independence and conflicts: Boley is deemed independent under Nasdaq; board affirmatively considered Wabash Mutual Telephone’s provision of communications services to Mercer Savings Bank in its independence review, and did not deem it a disqualifying related-party transaction under Item 404 . Related-party loans to directors/executive officers exist at the Bank (aggregate ending balance $1,339,116 in FY 2024), stated as ordinary-course and on market terms; names are not disclosed—ongoing monitoring is warranted in community bank settings .
- Committee effectiveness: Boley serves on Compensation and Nominating & Governance; both committees met once in FY 2024, indicating limited formal meeting cadence in the year—an engagement point to watch as MSBB transitions equity incentives and matures post conversion .
- Pay and alignment: 2024 director compensation was entirely cash ($19,200) with no meeting fees; 2025 Equity Plan would shift mix toward equity with self-executing grants (2,045 RS and 5,114 options) vesting over five years, subject to clawbacks, double-trigger change-in-control protections, and hedging/pledging restrictions—constructive alignment features for investors .
- Ownership: Boley’s 15,000-share stake (1.5%) provides meaningful skin-in-the-game at MSBB’s small float; forthcoming equity awards, if approved, would increase alignment over time .
RED FLAGS
- Service provider linkage: Wabash Mutual Telephone’s services to Mercer Savings Bank create a potential perceived conflict; while reviewed in the independence assessment and not reportable under Item 404, investors should monitor any expansion in scope or economics of these services .
- Insider loans: Aggregate insider-related loans are common in community banks but remain a governance-sensitive area; continued disclosure and board oversight of terms and approvals are important for investor confidence .