Timothy Bigham
About Timothy L. Bigham
Senior Vice President of Operations at Mercer Savings Bank since January 2021; previously Vice President of Operations (2014–2020) and Assistant Vice President (1994–2013). Age 59 as of December 26, 2024; education includes Edison State Community College and The Ohio State University Fisher College of Business program for financial executives; prior role as Branch Manager at American Budget Company; trustee of the Celina-Mercer County Chamber of Commerce since 2014 . Company performance context: FY2024 net income was $730,000 vs $744,000 in FY2023, with total assets up 14.3% to $181.7M; MSBB’s closing price was $14.00 on December 31, 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mercer Savings Bank | Senior Vice President of Operations | 2021–present | Long-tenured operations leadership across mutual-to-stock conversion period . |
| Mercer Savings Bank | Vice President of Operations | 2014–2020 | Continuity in bank operations . |
| Mercer Savings Bank | Assistant Vice President | 1994–2013 | Progressive responsibilities since joining in 1994 . |
| American Budget Company | Branch Manager | Pre-1994 | Front-line consumer finance experience . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Celina-Mercer County Chamber of Commerce | Board of Trustees (member) | 2014–present | Community engagement and local business network . |
| Various local organizations (St. Mary’s Area Chamber; Auglaize County Historical Society; Auglaize/Mercer Family YMCA) | President/Trustee/Board Member | Former | Community leadership roles (dates not specified) . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base salary per employment agreement ($) | $78,546 | $81,640 |
| Salary actually paid ($) | $84,878 | $80,926 |
| Bonus ($) | $13,500 (discretionary) | $10,000 (discretionary) |
| Non-Equity Incentive ($) | $0 | $0 |
| All Other Compensation ($) | $3,935 (401(k)) | $7,348 (401(k) $3,699 + ESOP $3,649) |
| Total ($) | $102,313 | $98,274 |
- Compensation Committee bases pay on role responsibility, company performance, and peer analysis; no outside compensation advisor engaged in 2024 .
Performance Compensation
| Component | FY 2023 | FY 2024 |
|---|---|---|
| Discretionary cash bonus ($) | $13,500 | $10,000 |
- No specific performance metrics, weightings, or targets disclosed for Mr. Bigham’s bonus; non-equity incentive line items were $0 in both years .
- 2025 Equity Incentive Plan enables performance-based RSUs/PSUs and options; minimum one-year vesting, double-trigger change-in-control, and clawback policy compliance (Dodd-Frank 954) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (shares) | 1,165 shares as of Dec 26, 2024 |
| Ownership % of outstanding | <1% of 1,022,970 shares outstanding |
| Vested vs unvested | Not disclosed; no individual equity grants reported to date . |
| Breakdown | 800 shares in IRA; 365 shares allocated via ESOP |
| Options | None disclosed (no Form 4 items found; no option grants disclosed for executives yet) |
| Pledging/Hedging | Directors and officers prohibited from hedging and pledging (exceptions require board approval; none approved); short sales and derivatives prohibited |
| Stock ownership guidelines | Not disclosed |
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | One year; renews each January 1 unless notice of non-renewal given |
| 2024 base salary | $81,640 |
| Severance (non-CIC) | Lump sum = 50% of annual salary for remaining unexpired term; continuation of health, life, disability insurance under COBRA until earlier of age 65 for him/spouse or new full-time employment (if elected) |
| Change-in-control (CIC) severance | Lump sum = 50% of base salary + highest annual bonus in prior five years; reimbursement of 50% COBRA premiums plus 50% life and disability premiums for 18 months |
| Disability/Death | Disability benefits via bank plans; salary through end of month of death |
| Restrictive covenants | One-year restrictions on competition and solicitation post-termination |
Related Party Transactions (Employee Loan Program)
| Loan Type | FY 2023: Largest Balance | FY 2023: Principal @ 9/30 | FY 2023: Principal Paid | FY 2023: Interest Paid | FY 2023: Rate | FY 2024: Largest Balance | FY 2024: Principal @ 9/30 | FY 2024: Principal Paid | FY 2024: Interest Paid | FY 2024: Rate |
|---|---|---|---|---|---|---|---|---|---|---|
| Home mortgage | $88,955 | $85,768 | $3,187 | $1,133 | 1.510% | $85,516.92 | $82,923.08 | $2,593.84 | $1,355.08 | 2.403% |
| Automobile loan | $22,324 | $17,536 | $4,788 | $882 | 4.375% | $17,129.48 | $12,079.46 | $5,050.02 | $667.82 | 4.375% |
- Loans extended at employee program rates; made on substantially same terms (collateral, risk) as public loans; performing and compliant with federal regulations .
Compensation Structure Analysis
- Year-over-year mix shows all-cash compensation, with discretionary bonuses reduced in FY2024 ($10k vs $13.5k) and lower salary paid; “All Other” increased due to ESOP and 401(k) contributions .
- No executive equity grants reported yet; Board seeking approval of 2025 Equity Incentive Plan with performance-based awards, one-year minimum vesting, double-trigger CIC, no option repricing, and clawbacks, intended to strengthen pay-for-performance and retention .
Board Governance (Context)
- Compensation Committee (Keiser, Fee, Boley) oversees executive pay; no external compensation advisor engaged in 2024 .
- Anti-hedging/anti-pledging insider trading policy applicable to directors and officers .
Performance & Track Record (Context)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net income ($) | $744,000 | $730,000 |
| Total assets ($M) | $159.0 | $181.7 |
| Closing price (12/31/24) | — | $14.00 |
- Company announced a repurchase authorization up to 102,297 shares (~10% of outstanding) in Dec 2024, subject to blackout windows and market conditions .
Investment Implications
- Alignment: Low personal equity stake (<1% ownership; primarily IRA and ESOP allocations) and absence of disclosed equity grants suggest limited direct equity alignment to date; 2025 Equity Plan could materially increase equity-based incentives and introduce explicit performance metrics and clawbacks .
- Retention risk: One-year auto-renew agreement with modest severance (50% of salary for remaining term; CIC adds 50% of base plus highest bonus and partial benefit premiums) provides some protection but not oversized golden parachutes; restrictive covenants (1 year) add retention/transition friction .
- Selling pressure/pledging: Insider policy prohibits hedging and pledging absent Board approval; no exceptions approved, reducing forced-selling/pledge risk for executives .
- Pay-for-performance: Discretionary bonuses without disclosed metrics in 2023–2024 imply limited formal metric alignment pre-plan; adoption and subsequent grants under the 2025 plan should be monitored for metric rigor (e.g., ROE, loan growth, credit quality) and vesting schedules .
- Company backdrop: Solid asset growth (+14.3%) with flat earnings in FY2024; repurchase authorization may provide support to shares and influence trading windows; watch execution of plan-based awards and any subsequent Form 4 activity to assess behavioral signals .