Harold Hanley III
About Harold T. Hanley III
Independent director of Richmond Mutual Bancorporation (RMBI). Age 71 at December 31, 2024; director since 2019, nominated for a three-year term expiring at the 2028 annual meeting if elected . Retired Managing Director at Keefe, Bruyette & Woods (KBW); previously CFO for two Midwest financial institutions and earlier at KPMG (Peat Marwick & Co.); BBA, University of Toledo (1975), CPA (1976). His background spans mutual conversions, stock offerings, capital markets, and bank M&A advisory, which the Board cites as specialized knowledge .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keefe, Bruyette & Woods, Inc. (a Stifel company) | Managing Director | 1995–2019 | Led mutual conversions and offerings; advised on capital strategies and M&A for financial institutions |
| Two Midwest Financial Institutions | Chief Financial Officer | ~1981–1994 (14 years prior to KBW) | Senior finance leadership at depository institutions |
| KPMG (Peat Marwick & Co.) | Professional (Audit/Accounting) | Several years (prior to CFO roles) | Foundational accounting experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | None disclosed in the proxy for Mr. Hanley |
Board Governance
- Independence: RMBI’s Board determined Hanley is independent under Nasdaq and SEC rules .
- Committees (2024): Audit Committee member (chair: Jackson; 4 meetings) ; Compensation Committee member (chair: Wetzel; 3 meetings) ; not on Corporate Governance & Nominating (CGN) Committee (CGN met once) .
- Attendance: No incumbent director attended fewer than 75% of aggregate Board and applicable committee meetings in 2024; RMBI Board met 4 regular and 2 special sessions; First Bank Richmond Board met 12 regular sessions .
- Board leadership: CEO is also Chairman; lead independent director (Blum) presides over executive sessions .
| Committee | Hanley’s Role | Chair | Meetings Held (2024) | Independence Status |
|---|---|---|---|---|
| Audit | Member | Jackson | 4 | Independent (meets SEC 10A(m)(3) criteria) |
| Compensation | Member | Wetzel | 3 | Independent (Nasdaq Rules) |
| Corporate Governance & Nominating | Not a member | Blum | 1 | Committee members are independent |
Fixed Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| Harold T. Hanley, III | $46,450 | — | — | $2,954 (dividends on restricted shares) | $49,404 |
Fee schedule (non-employee directors):
- RMBI Board annual retainer: $12,000
- First Bank Richmond Board annual retainer: $14,500; $1,000 per Board meeting attended
- Committee meetings: $250 per meeting; $300 per meeting for committee chair
Performance Compensation
Director equity is time-based (no performance metrics disclosed); vesting and change-in-control terms below.
| Equity Award Type | Grant/Status | Quantity | Vesting | Notable Terms |
|---|---|---|---|---|
| Restricted stock (outstanding) | As of 12/31/2024 | 3,517 shares | Scheduled to vest 6/30/2025 | Dividends paid on restricted shares |
| Stock options (outstanding) | As of 12/31/2024 | 40,580 options per director (except Blum 36,580) | 8,116 options scheduled to vest 6/30/2025 | Vesting accelerates upon death, disability, or change in control; non-vested canceled on other termination; remaining vested options shortened to 3 months exercise window |
Note: Beneficial ownership footnotes list Hanley with options to acquire 32,464 shares , while the director compensation table states 40,580 options per director (except Blum). The proxy does not reconcile the difference; 32,464 may reflect currently exercisable options counted for beneficial ownership, whereas 40,580 reflects total outstanding options. The proxy does not specify director option strike or expiration; executive options are shown at $10.53 strike and 10/1/2030 expiration, but those details are not disclosed for directors .
Performance metrics table (directors):
| Metric Category | Metric | Target/Condition | Disclosed? |
|---|---|---|---|
| Equity vesting | Time-based vesting dates | June 30, 2025 for restricted shares and tranche of options | Yes |
| Pay-for-performance | Financial/TSR/ESG metrics tied to director pay | — | Not disclosed in proxy |
Other Directorships & Interlocks
| Category | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | — | — | None disclosed for Hanley |
| Private/nonprofit/academic boards | — | — | None disclosed for Hanley |
| Interlocks/conflicts | — | — | No shared directorships or related-party ties disclosed for Hanley |
Expertise & Qualifications
- Capital markets and bank M&A advisory; led mutual conversions and stock offerings .
- Former CFO for two Midwest financial institutions; CPA (since 1976) .
- Recognized speaker at banking conferences; Board cites specialized knowledge beneficial to RMBI .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Components/Notes |
|---|---|---|---|
| Harold T. Hanley, III | 93,053 | * (<1%) | Includes 3,517 restricted shares (sole voting, no investment power) ; 27,802 shares in family trust (shared voting/investment power) ; options to acquire 32,464 shares (no voting/dispositive power) |
| RMBI shares outstanding (record date 3/24/2025) | 10,581,042 | — | Reference denominator |
Alignment and risk controls:
- Insider trading policy prohibits directors from pledging RMBI stock as collateral and from engaging in hedging transactions (e.g., collars, swaps, exchange funds) .
Governance Assessment
- Strengths:
- Independence and active committee engagement (Audit and Compensation) with full compliance to SEC/Nasdaq independence criteria .
- Attendance solid; no director under 75% in 2024, indicating consistent engagement .
- Equity alignment via legacy restricted stock and options with clear vesting schedules; anti-pledging/anti-hedging policy reduces misalignment risk .
- Watch items:
- Board combines CEO and Chairman; mitigated by lead independent director but still concentration of power; monitor executive sessions efficacy .
- Director equity appears time-based without disclosed performance criteria; while standard for directors, it provides limited direct pay-for-performance linkage .
- Option count disclosure discrepancy (32,464 in beneficial ownership vs 40,580 in compensation table) lacks clarity; investors may seek reconciliation of exercisable vs total outstanding .
- Conflicts/related-party:
- Proxy discloses related-party employment/loans for other insiders, but none for Hanley; bank insider loans stated as ordinary-course and on market terms per regulation . No red flags (pledging/hedging prohibited) .
Citations: