Bradley Glover
About Bradley Glover
Bradley M. Glover, age 34, is Senior Vice President and Chief Financial Officer (CFO) of Richmond Mutual Bancorporation, Inc. (RMBI) and First Bank Richmond. He became Acting CFO in May 2023 and was appointed CFO in March 2024. He has worked at First Bank Richmond since 2011, serving as Vice President & Controller beginning in 2021. He holds a BS in Accounting from Ball State University’s Miller College of Business and serves on the Centerville-Abington Community Dollars for Scholars board and the Richmond Family YMCA finance committee . Under the announced merger with The Farmers Bancorp, Glover will continue as CFO of the combined company and bank, indicating continuity of finance leadership through integration .
Company performance context:
- FY 2024 net income was $9.4 million vs. $9.5 million in FY 2023 .
- Proxy “pay versus performance” table reports TSR figures of $26.39 (2024) and (7.11) (2023) for a $100 initial investment; net income figures $9,377k (2024) and $9,487k (2023) .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| First Bank Richmond | CFO | 2024–present | Leads finance and accounting, asset–liability management, budgeting, and investment management . |
| First Bank Richmond | Acting CFO | 2023–2024 | Served as principal financial officer pending appointment; responsibilities aligned to finance leadership scope . |
| First Bank Richmond | Vice President & Controller | 2021–2023 | Oversaw daily accounting operations and preparation of regulatory and managerial reports . |
| First Bank Richmond | Various roles | 2011–2021 | Progressed through finance roles since joining in 2011 . |
External Roles
| Organization | Role | Years | Note |
|---|---|---|---|
| Centerville-Abington Community Dollars for Scholars | Board Member | Current | Community service role . |
| Richmond Family YMCA | Finance Committee Member | Current | Financial oversight support . |
Fixed Compensation
- CFO compensation amounts (base salary, target bonus, actual bonus) were not disclosed; Glover was not listed as a Named Executive Officer (NEO) in RMBI’s 2025 proxy covering FY 2024 (NEOs were Garry Kleer, Dean Weinert, Paul Witte) .
- The proxy indicates NEO bonuses are discretionary (structure context for company, not specific to CFO) .
Performance Compensation
- Specific CFO equity grants (RSUs/PSUs), option awards, and performance metric weightings for FY 2024 were not disclosed.
- RMBI maintains an equity program (2020 Equity Incentive Plan) with standard award agreement forms for options and restricted stock, but CFO award details are not provided in filings reviewed .
Equity Ownership & Alignment
- Beneficial ownership details for Glover are not enumerated in the proxy’s officer table (which only lists directors and NEOs) .
- Alignment safeguards: RMBI’s insider trading policy prohibits directors and executive officers from pledging company stock as collateral and from engaging in hedging transactions (e.g., collars, swaps, exchange funds) .
Employment Terms
Change-in-Control (CIC) Agreement for Bradley M. Glover (executed May 22, 2025; filed May 27, 2025):
- Scope and tenure: Initial term through Dec 31, 2026; auto-renews annually; if a CIC occurs with <1 year remaining, term automatically extends to the one-year anniversary of CIC completion .
- Triggers: Benefits payable if termination by company without “Cause” or by executive for “Good Reason” within 12 months post-CIC .
- Good Reason (post-CIC): Material breach; material pay cut; material diminution in authority/duties; material diminution of the officer to whom CFO reports; relocation beyond 35 miles, subject to notice-and-cure .
- Cash severance: Lump sum equal to 2× the executive’s “Base Amount” (as defined in IRC §280G(b)(3)), paid within 10 business days after effective release .
- Benefits continuation: Up to 24 months of group insurance coverage at no premium cost (with lump-sum payment alternative if coverage is unavailable or would trigger excise tax) .
- Conditions: Payment contingent on execution and non-revocation of a general release; timing rules if straddling calendar years .
- 280G cutback: Payments/benefits reduced to avoid nondeductible parachute payments and 4999 excise taxes (cash reduced first, then benefits) .
- Regulatory and process: Arbitration provision; FDIA-related regulatory limitations; no tax gross-up disclosed .
| CIC Term | Provision | Detail |
|---|---|---|
| Term | Initial and auto-renewal | Through 12/31/2026; renews annually; extends to 1-year post-CIC anniversary if <1 year remains . |
| Trigger window | 12 months post-CIC | Termination without Cause or for Good Reason . |
| Cash severance | 2× Base Amount | Lump sum within 10 business days after release becomes effective . |
| Benefits | Health/insurance | Up to 24 months continuation; lump-sum alternative if excise tax/coverage issues . |
| 280G | Cutback | Reduce to avoid 4999 excise tax (cash first) . |
| Conditions | Release | Must sign and not revoke; timing rules for straddle-year . |
| Good Reason | Definitions | Pay cut; duty/authority diminution; reporting line diminution; relocation >35 miles; with cure . |
| Governance | Arbitration/FDIA | Arbitration; regulatory prohibitions apply . |
Company Performance Context
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($USD Thousands) | 9,487 | 9,377 |
| TSR – Value of Initial $100 Investment | (7.11) | 26.39 |
As of 12/31/2024 (scale/portfolio context):
- Assets: $1.5 billion; Loans/leases: $1.2 billion; Deposits: $1.1 billion; Equity: $132.9 million .
- Commercial real estate concentration: CRE (as defined) equals 314.6% of total regulatory capital; construction/land development equals 73.1% of total regulatory capital .
- Nonperforming assets: $6.8 million; NPL ratio: 0.58%; allowance for credit losses: $15.8 million (1.34% of loans/leases) .
Compensation Committee Analysis
- Compensation Committee: Directors Wetzel (chair), Girten, Hanley – all independent under Nasdaq rules; met three times in 2024; oversees executive comp plans and CEO evaluation .
- Insider trading policy and equity grant timing practices described (no hedging/pledging; no opportunistic timing of grants) .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for directors and executive officers (alignment safeguard) .
- CIC economics: No excise tax gross-up; 280G cutback present (shareholder-friendly) .
- Portfolio risk: Elevated CRE concentration against capital; one $4.9 million nonaccrual construction loan subject to litigation (portfolio credit risk context) .
Say-On-Pay & Shareholder Feedback
- RMBI held its first Dodd-Frank say-on-pay and frequency votes in 2025 following termination of emerging growth company status on December 31, 2024; Board recommended “FOR” say-on-pay and “ONE YEAR” frequency. Results are not included in the proxy excerpts reviewed .
Investment Implications
- Retention risk: Low near-term risk due to CIC protections (2× base amount and benefits) and explicit plan for Glover to continue as CFO post-merger, supporting continuity in integration, ALM, and reporting systems .
- Alignment: Prohibition on pledging/hedging reduces misalignment risks; absence of disclosed CFO stock/award details limits precision of “skin-in-the-game” assessment—monitor Form 4s for ownership and sale patterns once available .
- Performance-linkage: Company-wide discretionary bonuses are used for NEOs; specific CFO metrics/weightings are not disclosed, reducing transparency on pay-for-performance at the CFO level .
- Merger execution: With Glover set to remain CFO, finance leadership continuity is a positive for integration and controls; balance sheet credit concentration and the nonaccrual construction exposure remain macro risks to monitor through 2026 .