Lynn Wetzel
About M. Lynn Wetzel
Independent director of Richmond Mutual Bancorporation, Inc. (RMBI); age 75 as of December 31, 2024; director since 2016; current term expires at the 2027 annual meeting . The Board determined Wetzel is independent under Nasdaq and SEC rules . Wetzel is an automotive industry operator owning and managing multiple dealerships in Richmond, Indiana; his background emphasizes finance, leasing, negotiations, and day-to-day operations and he serves on community boards, including Boys & Girls Clubs of Wayne County .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mercedes-Benz dealership (Pittsburgh) | Owner | Purchased in 1983 | Automotive retail leadership; finance and leasing experience |
| Richmond Honda & Dodge | Owner/Operator | Purchased in 1998 | Local business leadership in RMBI markets |
| Richmond Chrysler & Jeep | Owner/Operator | Purchased in 2004 | Negotiations and operations expertise |
| Richmond Ford & Chevrolet | Owner/Operator | Purchased in 2007 | Broad operational oversight across brands |
External Roles
| Organization | Role | Tenure | Notable Contributions |
|---|---|---|---|
| Boys & Girls Clubs of Wayne County | Trustee | Ongoing | Co-sponsor “Every Day Counts” program awarding a car or scholarship annually to a student with perfect attendance |
| Wayne County Area Chamber of Commerce | Former Board Member | Prior service | Community engagement; program sponsorships |
| Pittsburgh Auto Dealers Trade Association | Past President/Former Board Member | Prior service | Industry leadership |
| Pennsylvania Automobile Dealers Association | Former Board Member | Prior service | Industry governance |
Board Governance
- Board and bank boards: RMBI Board held 4 regular and 2 special meetings in 2024; First Bank Richmond Board held 12 regular meetings; no director attended fewer than 75% of aggregate Board and committee meetings .
- Committee assignments: Compensation Committee—Wetzel serves as Chair (members: Wetzel, Girten, Hanley; met 3 times in 2024) . Corporate Governance & Nominating (CGN) Committee—Wetzel is a member (Chair: Blum; members: Blum, Girten, Wetzel, Jackson; met 1 time in 2024) .
- Independence & leadership: Wetzel is independent; Lead Director is E. Michael Blum who presides over executive sessions of non-management directors .
- Age cap: Bylaws prohibit election/re-election/appointment of persons age 76+ and prohibit continued service beyond the meeting at which the term expires if the director has attained age 76; Wetzel is 75 at 12/31/24 with a term expiring in 2027, implying expected board transition by or at the 2027 annual meeting under current bylaws .
- Risk oversight: Board oversees risk; Audit Committee meets at least quarterly; IT Board Committee and IT Steering Committee manage technology/cyber risks; directors participate in committees addressing lending and compensation risks .
Fixed Compensation
| Component | FY 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $44,400 | Includes RMBI Board retainer ($12,000) and First Bank Richmond Board retainer ($14,500), plus meeting fees ($1,000 per bank board meeting) and committee/committee chair fees ($250 per committee meeting; $300 per chair meeting) |
| All Other Compensation (Dividends on Restricted Shares) | $2,954 | Dividends paid on restricted shares in 2024 |
| Total | $47,354 | Per Director Compensation table |
Compensation structure and fees in effect during 2024:
- RMBI Board retainer: $12,000; no incremental fees for RMBI Board or committee meeting attendance .
- First Bank Richmond Board retainer: $14,500; $1,000 per Board meeting; $250 per committee meeting; $300 per meeting for Committee Chair .
- Health benefits option available on same terms as employees; customary reimbursement for travel/education .
Performance Compensation
| Equity Component | Quantity | Vesting Date/Condition | Notes |
|---|---|---|---|
| Restricted Stock (RSUs) | 3,517 shares | Scheduled to vest June 30, 2025 | Dividends paid on restricted shares in 2024 ($2,954) |
| Stock Options (Total) | 40,580 options | 8,116 options scheduled to vest June 30, 2025 | Balance reflects exercisable vs. unexercisable tranches; terms summarized below |
Award terms:
- Acceleration: Vesting accelerates upon death or disability or in connection with a change in control of the Company or First Bank Richmond .
- Forfeiture/Exercise window: Upon service termination for reasons other than death/disability/change in control, non-vested awards are canceled and exercise period on remaining vested options reduces to three months .
- Equity grant timing practices: Compensation Committee states it does not time grants around MNPI releases; most recent executive equity grant was October 2, 2020 (director grant dates not specified) .
No director performance-based cash bonuses or PSU/TSR-linked metrics are disclosed for directors; director equity is time-vested with standard change-in-control and disability provisions .
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Overlap/Interlocks |
|---|---|---|---|
| Richmond Mutual Bancorporation, Inc. | Director | Public | N/A |
| First Bank Richmond (subsidiary) | Director | Private subsidiary of RMBI | Membership is identical to RMBI Board |
| Other public company boards | None disclosed | — | — |
Cited membership indicates service on RMBI and First Bank Richmond boards; no other public company directorships or interlocks are disclosed in the proxy .
Expertise & Qualifications
- Automotive industry operator since 1973; ownership across multiple brands; expertise in finance, leasing, negotiations, and daily operations .
- Community leadership: trustee and prior board roles; program sponsorship for student attendance awards in partnership with First Bank Richmond and Wayne County Area Chamber of Commerce .
- Board value-add: Brings business acumen and market knowledge within RMBI’s service communities; valuable to Board and committees he serves .
Equity Ownership
| Ownership Category | Shares/Units | Status | Notes |
|---|---|---|---|
| Total Beneficial Ownership | 94,538 shares | Beneficial | Marked “*” indicating <1% of outstanding shares (10,581,042 as of 3/24/2025) |
| Restricted Stock (RSUs) | 3,517 shares | Unvested until 6/30/2025 | Dividends received in 2024 |
| Stock Options (Exercisable) | 32,464 options | Exercisable | Balance of total options |
| Stock Options (Unexercisable) | 8,116 options | Unvested; vest 6/30/2025 | Part of total 40,580 options |
| Hedging/Pledging | Prohibited by insider trading policy for directors and officers | Policy-based | No margin accounts; no pledging or hedging instruments allowed |
Governance Assessment
- Strengths: Independent status; chair of Compensation Committee and member of CGN Committee; consistent attendance above 75%; robust insider trading policy prohibiting pledging/hedging enhances alignment; meaningful personal equity exposure via RSUs/options; community and local market expertise relevant to RMBI’s footprint .
- Risks/RED FLAGS: Bylaw age limit (no service past age 76 at term expiry) suggests likely board transition by or at the 2027 annual meeting, which may affect committee continuity; monitor succession planning in Compensation and CGN committees .
- Related party/transactions: RMBI engages in ordinary-course banking with directors under bank regulatory standards; no specific related-party transactions involving Wetzel above $120,000 disclosed for 2023–2024; maintain surveillance for any banking relationships with Wetzel-owned dealerships to ensure standard terms .
- Compensation alignment: Director pay is modest with cash retainer and meeting fees; equity is time-based without performance conditions; acceleration on change-in-control is standard for small-cap banks; overall, incentives appear reasonable for an independent director .
- Board effectiveness signals: Lead Independent Director presides over executive sessions; active committee structures with defined charters; clear risk oversight remit across Audit and IT-related committees .