Kathryn Girten
About Kathryn Girten
Kathryn Girten (age 68 at 12/31/2024) has served on Richmond Mutual Bancorporation’s (RMBI) board since 2016, with a current term expiring at the 2026 annual meeting . She is a retired higher‑education executive who was Chancellor of Indiana University East (2013–2022) and Acting Chancellor of Indiana University Southeast (Aug 2021–Jul 2022), with prior roles as Provost & VP Academic Affairs at CSU Monterey Bay and multiple leadership posts at Northern Arizona University; she holds a BA (Middlebury) and MA/PhD (University of Chicago) . The board has determined she is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Indiana University East | Chancellor | Jul 2013 – Jul 2022 | Led academic, student, financial, development and administrative operations; strategic planning, risk assessment (including IT/cyber), compliance, accreditation |
| Indiana University Southeast | Acting Chancellor | Aug 2021 – Jul 2022 | Oversight of campus operations as interim leader |
| California State University, Monterey Bay | Provost & VP for Academic Affairs | 2007 – 2013 | Led academic operations as second‑in‑command |
| Northern Arizona University | Dean, College of Social & Behavioral Sciences; other roles | 1989 – 2006 | Academic leadership, management experience |
External Roles
| Organization | Role | Status/Tenure | Notes |
|---|---|---|---|
| Richmond Art Museum | Board of Trustees | Current (dates not disclosed) | Community leadership |
| Reid Health | Community Well‑Being Committee | Current (dates not disclosed) | Community engagement |
| Wayne County Area Chamber of Commerce | Board member | Former | Community leadership |
| Wayne County Foundation | Board member | Former | Philanthropic governance |
| Reid Health | Board member | Former | Health system governance |
| Richmond Symphony Orchestra | Board member | Former | Arts governance |
No other public company directorships are disclosed for Girten in RMBI’s proxy director biographies and board tables .
Board Governance
- Independence: The board classified Girten as independent; RMBI’s board has a majority of independent directors .
- Committee assignments (2024):
- Audit Committee (member); Chair: Jeffrey A. Jackson; 4 meetings in 2024; Girten signed the Audit Committee Report .
- Compensation Committee (member); Chair: M. Lynn Wetzel; 3 meetings in 2024 .
- Corporate Governance & Nominating (CGN) Committee (member); Chair: E. Michael Blum; 1 meeting in 2024 .
- Board leadership: CEO and Chair roles are combined; Lead Independent Director is E. Michael Blum, who presides over executive sessions of non‑management directors .
- Meetings and attendance: RMBI board held 4 regular and 2 special meetings in 2024; the bank board held 12 regular meetings. No incumbent director attended fewer than 75% of aggregate board and committee meetings on which they served .
| Committee | Girten Role | Committee Chair | 2024 Meetings |
|---|---|---|---|
| Audit | Member | Jeffrey A. Jackson | 4 |
| Compensation | Member | M. Lynn Wetzel | 3 |
| Corporate Governance & Nominating | Member | E. Michael Blum | 1 |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|
| 2024 | 45,450 | — | — | 2,954 (dividends on restricted shares) | 48,404 |
| 2024 Director Fee Policy | Amount |
|---|---|
| RMBI board annual retainer | $12,000 |
| First Bank Richmond board annual retainer | $14,500 |
| First Bank Richmond board meeting fee | $1,000 per meeting |
| Committee meeting fee (non‑employee directors) | $250 per meeting |
| Committee chair fee | $300 per meeting |
Performance Compensation
Directors receive time‑based equity; no performance metrics (TSR/revenue/EBITDA) are disclosed for director awards. Vesting accelerates upon death, disability, or change in control; otherwise, non‑vested awards are forfeited at service termination and vested option exercise periods shorten to three months .
| Equity Element | Outstanding/Status | Vesting/Terms | Notes |
|---|---|---|---|
| Restricted stock | 3,517 shares held as of 12/31/2024; unvested | Scheduled to vest 06/30/2025 | Dividends paid on restricted shares included in “All Other Compensation” |
| Stock options | Each director held 40,580 shares underlying options as of 12/31/2024 (Blum 36,580) | 8,116 options per director scheduled to vest 06/30/2025 | For beneficial ownership, Girten footnote references options to acquire 32,464 shares |
Other Directorships & Interlocks
- Public company boards: None disclosed for Girten .
- Interlocks/related‑party transactions: RMBI disclosed certain related‑party employment relationships (e.g., spouse/daughter of other insiders), but no transactions involving Girten were listed; loans to insiders were on market terms per banking regulations .
Expertise & Qualifications
- Strategic leadership and governance: Chancellor/Provost/Dean experience overseeing strategy, risk assessment (including IT/cyber), compliance, and accreditation in complex institutions .
- Financial literacy and oversight: Serves on the Audit Committee; all Audit Committee members are required to be independent and able to read and understand fundamental financial statements .
- Community engagement and regional ties: Multiple community board roles in RMBI’s footprint, aligning with board criteria emphasizing residency/commitment to community .
- Education: BA (Middlebury); MA/PhD (University of Chicago) .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Outstanding | Breakdown/Notes |
|---|---|---|---|
| Kathryn Girten | 86,049 | <1% (asterisked in table) | Includes 3,517 restricted shares (sole voting, no investment power), 6,000 shares held by spouse (shared voting/investment power), and options to acquire 32,464 shares (no voting or dispositive power) . Shares outstanding at 3/24/2025: 10,581,042 . |
- Hedging/pledging: RMBI policy prohibits directors from pledging RMBI stock or entering into hedging transactions; no pledging disclosed for Girten .
Governance Assessment
Strengths
- Independent director with broad leadership and risk oversight experience; active on Audit, Compensation, and CGN committees, signaling engagement across key governance levers .
- Solid attendance record (no incumbent director below 75%); committee meeting cadence indicates functioning oversight (Audit 4; Compensation 3; CGN 1 in 2024) .
- Alignment via meaningful equity exposure (restricted stock and options) and prohibition on pledging/hedging; clear acceleration provisions only upon death, disability, or change in control .
Potential Red Flags/Considerations
- CEO/Chair roles are combined; though a Lead Independent Director is designated, combined leadership may concentrate authority; continued reliance on committee oversight and executive sessions is important .
- Related‑party employment ties exist among other insiders (not involving Girten); board should continue robust related‑party oversight to mitigate perceived conflicts .
Appendix: Board & Meeting Snapshot (2024)
- RMBI Board: 4 regular, 2 special meetings; First Bank Richmond Board: 12 regular meetings .
- Lead Independent Director: E. Michael Blum; presides over non‑management executive sessions .
- Audit Committee Report signatories: Jackson (Chair), Hanley, Girten .