Garry Kleer
About Garry Kleer
Garry D. Kleer is Chairman, President, and Chief Executive Officer of RMBI and Chairman/CEO of First Bank Richmond; age 69 at December 31, 2024, he has served on the board since 2002 and led the bank since 2001, after joining in 1994 as VP of Commercial Lending . He is a graduate of Indiana University, ABA Graduate School of Commercial Lending, and the Stonier Graduate School of Banking, with extensive industry leadership (IBA Chair in 2022 and roles at ICBA/ABA) and community board service . Pay-versus-performance disclosures show Compensation Actually Paid to the PEO of $778,021 in 2024 vs $682,480 in 2023, with the company-reported TSR metric “Value of Initial $100 Investment” at 26.39 in 2024 and (7.11) in 2023, and net income of $9,377k and $9,487k, respectively . Revenues grew modestly in 2024 ($4,758,152) versus 2023 ($4,610,779), while 2023 was lower than 2022 ($4,977,773)*; EBITDA was not disclosed in SPGI data, and the proxy does not specify EBITDA targets or metrics .
*Values retrieved from S&P Global.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Bank Richmond | VP, Commercial Lending | 1994–2001 | Built commercial lending capability and pipeline prior to promotion |
| First Bank Richmond / RMBI | President & CEO (Bank); Chairman, President & CEO (Holding Company) | 2001–Present | Led local-market strategy and IPO-era equity programs; oversight of risk, tech, and growth initiatives |
| Mutual Federal (division of First Bank Richmond) | Advisory Board Chairman | Ongoing | Community-market reach, advisory governance |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Independent Community Bankers of America (ICBA) | Large Community Bank Council Member | Ongoing | Industry advocacy and policy input |
| American Bankers Association (ABA) | Membership Council Member | Ongoing | National banking policy engagement |
| Indiana Bankers Association (IBA) | Chairman; ABA Constituent Director | 2022; Ongoing | State leadership; recognition in IBA Leaders in Banking Excellence |
| Community Boards (Boys & Girls Clubs of Wayne County, Richmond Symphony Orchestra, Reid Health) | Director/Trustee | Ongoing | Community capital and goodwill; regional relationship network |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 479,423 | 490,385 |
| All Other Compensation ($) | 88,758 | 92,595 |
| Total ($) | 768,531 | 728,330 |
Other Compensation Breakdown (PEO)
| Component | FY 2023 ($) | FY 2024 ($) |
|---|---|---|
| Director fees (Company + Bank Boards) | 38,500 | 38,500 |
| Mutual Federal advisory board fee | 5,000 | 5,000 |
| Dividends on restricted stock | 24,240 | 14,544 |
| 401(k) matching contributions | 9,104 | 9,250 |
| ESOP common stock allocations | 11,914 | 25,300 |
Performance Compensation
| Incentive Type | FY 2023 ($) | FY 2024 ($) | Metric | Weighting | Target | Actual | Payout Determination | Vesting |
|---|---|---|---|---|---|---|---|---|
| Annual Bonus (Discretionary) | 200,350 | 145,350 | Not disclosed | — | — | — | Discretionary | N/A |
No formulaic performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for annual incentive determination; amounts are discretionary . Equity grants to NEOs were last approved October 2, 2020 following the IPO, with ongoing vesting through June 2025 .
Equity Ownership & Alignment
| Ownership Detail | As of Mar 28, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Beneficially owned shares | 254,580 (incl. 34,628 restricted; 8,154 ESOP; options to acquire 129,856) | 299,653 (incl. 17,314 restricted; 9,942 ESOP; options to acquire 173,141) |
| Ownership % | 2.3% | 2.8% |
| Restricted shares outstanding | 34,628 | 17,314 |
| ESOP allocated shares | 8,154 | 9,942 |
| Options – exercisable | 129,855 | 173,141 |
| Options – unexercisable | 86,571 | 43,285 |
| Option exercise price | $10.53 | $10.53 |
| Option expiration | 10/1/2030 | 10/1/2030 |
| Restricted stock vest timing | 50% on 6/30/2024, 50% on 6/30/2025 | Awards vest on 6/30/2025 |
| Pledging/Hedging policy | Prohibited for directors/executives | Prohibited for directors/executives |
Alignment: Company policy prohibits pledging and hedging by directors/executives, mitigating alignment risk . June 30, 2025 vesting may create event-driven supply via potential sales/exercises.
Employment Terms
| Element | Terms |
|---|---|
| SERP (Nonqualified Deferred Compensation Plan) | Annual benefit of $200,000 for 15 years upon separation on/after age 68 (non-cause); early termination pays same benefit commencing at age 68; lump-sum death/disability benefits per GAAP accrual; change-in-control benefit equals present value of normal retirement benefit; forfeiture for cause . |
| Equity grant timing practices | Compensation Committee approves grants; most recent NEO equity award on Oct 2, 2020; no timing around MNPI; grants may be made for hires/promotions/retention/recognition . |
| Insider trading policy | Prohibits pledging, margin, and hedging for directors/executives . |
| Board service and independence | Kleer serves as combined Chairman and CEO; Board designates Lead Independent Director (Blum) to preside over executive sessions and act as liaison . |
| Committee roles | Compensation: Wetzel (Chair), Girten, Hanley; Audit: Jackson (Chair), Hanley, Girten; CGN: Blum (Chair), Girten, Wetzel, Jackson . |
| Meeting attendance | 2024: RMBI Board met 4 regular + 2 special; First Bank Richmond Board met 12 regular; all directors ≥75% attendance . |
Benchmark context: On May 27, 2025, RMBI implemented change-in-control agreements for COO and CFO providing 2× base amount cash severance plus up to 24 months insurance coverage for qualifying terminations within 12 months post-CIC; amounts reduced to avoid 280G nondeductibility .
Director Governance and Compensation (Board Service)
- Independence: Board determined Blum, Hanley, Jackson, Girten, Wetzel are independent; CEO/Chair roles are combined, with Lead Independent Director designated to preserve independent oversight .
- Committee structure and risk oversight: Audit, Compensation, and CGN committees operate under formal charters; Audit met 4× in 2024; Comp met 3× in 2024; CGN met 1× in 2024; Board oversees IT/cyber and loan/compensation risks via committees .
- Director pay: 2024 fees included Company retainer $12,000, Bank retainer $14,500, $1,000 per Board meeting (Bank), $250 per committee meeting, $300 per committee chair; directors also held 3,517 restricted shares vesting 6/30/2025; options outstanding with scheduled vesting and acceleration upon death/disability/CIC .
Performance Indicators
| Year | PEO Summary Compensation Total ($) | Compensation Actually Paid to PEO ($) | Avg SCT Total for Non-PEOs ($) | Avg Compensation Actually Paid for Non-PEOs ($) | Value of Initial $100 Investment (TSR) | Net Income ($000) |
|---|---|---|---|---|---|---|
| 2023 | 768,531 | 682,480 | 288,553 | 261,663 | (7.11) | 9,487 |
| 2024 | 728,330 | 778,021 | 297,559 | 313,085 | 26.39 | 9,377 |
Company Revenues (context)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | 4,977,773* | 4,610,779 | 4,758,152 |
*Values retrieved from S&P Global.
Investment Implications
- Compensation alignment: Kleer’s pay is largely fixed cash plus discretionary bonus (no disclosed formulaic metrics), with meaningful equity alignment via 2.8% ownership and substantial option/restricted holdings; policy bans pledging/hedging, reducing misalignment risk .
- Event-driven flows: June 30, 2025 vesting of 17,314 restricted shares and 43,285 unexercisable options shifting to exercisable could create short-term selling/exercise activity; monitor Form 4 filings around vest dates .
- Retention and succession: SERP provides significant long-duration retirement economics ($200k/year for 15 years) and CIC present-value benefit, encouraging stability but potentially influencing M&A economics; age 69 suggests medium-term succession focus .
- Performance context: Revenues grew ~3.2% YoY in 2024 vs 2023 off a lower 2023 base, with TSR rebound in 2024 vs negative 2023; lack of disclosed EBITDA metrics limits pay-for-performance transparency .
- Strategic catalyst: The announced all-stock merger with Farmers Bancorp positions RMBI for scale and EPS accretion; Kleer will continue as CEO of the combined company, increasing execution risk but also upside if synergies are realized; governance expands to 11 directors, which may evolve compensation and committee oversight .