Ryan Moorman
About Ryan Moorman
Senior Vice President of Indirect Lending at Mercer Savings Bank (Mercer Bancorp, Inc.), appointed July 2022; age 49 as of December 26, 2024; attended The Ohio State University . He has over five years of indirect auto lending experience and previously developed an automobile dealership network at Community Savings (dealer representative from October 2017 to February 2022) . Company performance context during his tenure: MSBB’s revenues increased year over year while net income declined in FY 2024 vs FY 2023; see table below for company metrics relevant to executive pay alignment.*
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenues ($USD) | $645,355* | $845,923* |
| Net Income ($USD) | $743,964* | $692,737* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercer Savings Bank (Mercer Bancorp, Inc.) | Senior Vice President, Indirect Lending | 2022–present | Leads indirect auto lending; background in building dealership networks . |
| Community Savings | Dealer Representative | 2017–2022 | Led development of an automobile dealership network . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external public company board or committee roles disclosed in proxies for Moorman . |
Fixed Compensation
- Individual cash compensation for Moorman is not disclosed; MSBB reports only Named Executive Officers (CEO, SVP Mortgage Lending, SVP Operations) in the Summary Compensation Table .
- CEO and SVP Operations have employment agreements; no employment agreement is disclosed for Moorman .
Performance Compensation
- 2025 Equity Incentive Plan approved February 25, 2025, enabling restricted stock, RSUs, ISOs/NQSOs with minimum one-year vesting, dividend deferral until vest, and double-trigger change-in-control vesting; awards subject to clawback .
- Individual employee grants were not specified at proxy time; Committee intended to grant awards to senior executives promptly after approval .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Not disclosed for Moorman | — | — | — | — | Equity plan requires ≥1-year vest; double-trigger CIC acceleration . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 839 shares as of record date Dec 26, 2024; “less than 1%” of shares outstanding . |
| ESOP allocation | Includes 339 shares allocated via ESOP ; ESOP plan purchased 81,838 shares; allocations vest per ESOP terms . |
| Shares outstanding (context) | 1,022,970 shares as of the record date . |
| Hedging/pledging policy | Directors/officers prohibited from hedging and pledging (exceptions require Board approval; none approved) . |
| 2025 Equity Plan pool | 143,215 shares total; 40,918 full-value (restricted/RSU), 102,297 options; employee cap 25% of pool . |
| Plan vesting mechanics | Minimum one-year vesting; performance awards permitted; double-trigger CIC . |
| Ownership guidelines | No explicit officer stock ownership guidelines disclosed; plan designed to align pay with performance . |
| Section 16 filings | No late filings reported except CFO Crum (late Form 3); no issues flagged for Moorman . |
Employment Terms
- Contract: No employment agreement disclosed for Moorman; employment agreements exist for CEO and SVP Operations only .
- Non-compete/non-solicit: CEO/SVP Ops agreements include post-termination restrictions; no such terms disclosed for Moorman .
- Severance/change-in-control: CEO and SVP Ops have severance/CIC terms; for Moorman, not disclosed .
- Equity plan CIC terms: Double-trigger vesting (CIC plus involuntary termination/good reason) and performance awards vesting at target or actual level per most recent quarter .
- Clawback: Awards subject to MSBB clawback policies including Dodd-Frank §954 .
- Insider trading governance: Anti-hedging and anti-pledging policies apply to executives .
Investment Implications
- Alignment: Modest direct ownership (839 shares) plus ESOP participation and the 2025 equity plan’s performance-based structure and clawbacks support alignment; anti-hedging/pledging reduces misalignment risk .
- Near-term selling pressure: Minimum one-year vesting and dividend deferral discourage quick monetization; double-trigger CIC limits single-trigger windfalls .
- Execution risk: MSBB disclosed a strategic decision to slow indirect auto originations, reducing loan fee income—relevant to Moorman’s area and suggests prudence but pressure on fee revenue .
- Retention: No individual employment agreement or severance terms disclosed for Moorman; pending/unspecified executive equity grants could improve retention once granted .
- Governance/comp committee: Independent committee with no external advisor in 2024; peer analyses and performance considered; plan features align with best practices and regulatory norms .
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