Sherman Crum
About Sherman Crum
Sherman E. Crum serves as Controller, Principal Financial Officer (PFO), and Principal Accounting Officer (PAO) of Mercer Bancorp, Inc. and Mercer Savings Bank; he was appointed effective July 9, 2024 . He is age 57 as of the 2025 proxy, holds a B.A. from Malone College, and is a graduate of the Barret School of Banking . Crum executed the Sarbanes‑Oxley Section 302 CFO certification and Section 906 certification for the Company’s Q3 FY2025 Form 10‑Q on August 14, 2025, evidencing responsibility for disclosure controls and fair presentation of financials . Company‑level performance metrics (e.g., TSR, revenue growth, EBITDA growth) tied specifically to Crum are not disclosed in filings.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Savings (Caldwell, OH) | Controller | Aug 2005 – Jul 2024 | Controller responsibilities; prior experience cited in appointment disclosures |
| Gasel Transportation | Controller | Aug 1994 – Aug 2005 | Controller responsibilities; prior experience cited in appointment disclosures |
External Roles
No external public-company directorships or committee roles are disclosed for Sherman Crum in the proxy or 8‑K appointment filings .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | $80,000 | Initial annual base salary per employment agreement at appointment, effective July 9, 2024 |
| Target Bonus % | Not disclosed | Agreement provides eligibility for bonus programs; specific targets not disclosed |
| Actual Bonus Paid | Not disclosed | No individual bonus outcomes disclosed for Crum in FY2024 proxy |
Performance Compensation
Company-wide equity plan and share-based comp mechanics (individual awards to Crum are not disclosed; he is eligible to participate in benefit/bonus plans per his agreement):
-
Equity Incentive Plan authorization
Item Value 2025 Equity Incentive Plan approval February 2025 Total shares authorized 143,215 Options max (subset of authorized) 102,297 Restricted stock/RSU max (subset) 40,918 -
Restricted stock activity (company aggregate)
Metric Nine months ended Jun 30, 2025 Nonvested shares, beginning (Oct 1, 2024) – Awarded 29,458 shares at $14.06 (weighted-average grant date fair value) Vested – Forfeited – Nonvested shares, end (Jun 30, 2025) 29,458 -
Stock option activity (company aggregate)
Metric Nine months ended Jun 30, 2025 Options awarded 73,651 @ $14.06 exercise price Weighted-average remaining contractual term 9.73 years Aggregate intrinsic value (end of period) $43,782 Options exercisable (end of period) – (none) -
Share-based compensation expense and remaining cost (company aggregate)
Metric Amount Unrecognized compensation cost (unvested awards) ~$739,000 expected to be recognized over ~4.7 years RS awards expense $21,000 (Q2 FY2025), $23,000 (nine months ended Jun 30, 2025) Stock options expense $18,000 (Q2 FY2025), $20,000 (nine months ended Jun 30, 2025)
Accounting framework for stock compensation is ASC 718 (RSUs/PSUs/options covered; Black‑Scholes used for option fair value). Specific performance metrics/weightings for PSU awards are not disclosed in filings .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial ownership (as of Dec 26, 2024) | 0 shares |
| Percent of shares outstanding | “Less than 1%” (proxy footnote) |
| Shares outstanding (reference date) | 1,022,970 |
| Pledged shares | Not disclosed in proxy |
| Ownership guidelines | Not disclosed in proxy |
Note: Mercer Savings Bank ESOP holds 81,838 shares purchased at $10.00 per share; unreleased ESOP shares totaled 70,926 as of Jun 30, 2025 (fair value of unreleased shares ~$1,039,066). ESOP allocations are based on relative compensation; participant-level data for Crum is not disclosed .
Employment Terms
| Term | Detail |
|---|---|
| Position | Controller; Principal Financial Officer; Principal Accounting Officer |
| Start date | July 9, 2024 (effective appointment) |
| Contract term | Three years; Board may renew each Jan 1 so remaining term resets to three years (after performance review) |
| Auto‑renewal | Yes, annual on Jan 1 subject to review |
| Base salary | $80,000 (initial) |
| Bonus eligibility | Eligible to participate in bonus programs; specifics not disclosed |
| Non‑compete / Non‑solicit | One year following termination (other than following change in control) |
| Severance (no cause / specified Good Reason) | Lump sum equal to base salary for remaining unexpired term (capped at 12 months) plus one times average bonus paid over the last three years; continuation of life/medical/dental for remaining term or cash equivalent if benefits cannot be provided |
| Change‑in‑control (CIC) severance | Lump sum equal to one times “base amount” per IRC §280G (average taxable income over prior five years); continuation of life/medical/dental for 24 months or cash equivalent if benefits cannot be provided |
| Disability | Benefits under Bank short‑/long‑term disability plans |
| Death | Base salary through end of month of death; dependents receive one year of continued non‑taxable medical/dental/other insurance |
| Retirement | Benefits under applicable Bank plans upon retirement at/after age 65 |
| CIC term extension | If a CIC agreement is entered, term automatically extends to expire no less than two years beyond CIC date |
Performance & Track Record
- PFO certifications: Crum signed the Section 302 CFO certification attesting to disclosure controls and fair presentation in the Q3 FY2025 10‑Q .
- Section 906 certification: Crum co‑certified (with CEO) that the Q3 FY2025 10‑Q complies with the Exchange Act and fairly presents the Company’s financial condition and results .
- Insider transactions: Form 4 data could not be retrieved via the insider-trades skill due to an API authorization error; filings searched for July 2024–Nov 2025 and by person “Sherman Crum.” No transaction data is available from our tool run; we cannot assess selling pressure or recent grants beyond proxy/10‑Q disclosures [ReadFile: insider-trades SKILL.md] and [functions.Bash error log].
Investment Implications
- Alignment: As of Dec 26, 2024, Crum held no common shares, implying limited immediate “skin-in-the-game”; however, his agreement provides eligibility for bonus and benefit plans, and the 2025 equity plan creates a pathway for future equity alignment, though individual grants are not disclosed .
- Retention/transition risk: The agreement includes severance protections for no‑cause termination or specified Good Reason (up to 12 months’ base salary plus average bonus) and a CIC payout of 1× §280G base amount with 24 months of benefit continuation; combined with a one‑year non‑compete/non‑solicit, this structure reduces involuntary departure risk while providing CIC economics that could be material in a sale scenario .
- Compensation levers: Company share-based comp ramped in FY2025 (restricted shares and options awarded; unrecognized cost ~$739k over ~4.7 years), which may gradually increase executive at‑risk equity compensation; specific performance metrics for PSUs are not disclosed, limiting pay‑for‑performance visibility at the individual level .
- Governance signals: Crum’s execution of SOX certifications in Q3 FY2025 underscores accountability for disclosure controls; no Item 404(a) related-party transactions are disclosed for Crum at appointment, reducing near-term governance red flags .