Paul Witte
President and Chief Operating Officer, First Bank Richmond at Richmond Mutual Bancorporation
Executive
About Paul Witte
Paul J. Witte is President and Chief Operating Officer of First Bank Richmond, the banking subsidiary of Richmond Mutual Bancorporation (RMBI). He has been a named executive officer since 2023 and is compensated primarily via salary and discretionary cash bonus, with legacy equity awarded around RMBI’s 2019 IPO and 2020 grant cycle; his pay is evaluated alongside company TSR and net income in the “Pay vs. Performance” disclosure, which reports a $26.39 value of a hypothetical $100 investment for 2024 and (7.11) for 2023, and net income of $9,377k in 2024 and $9,487k in 2023 . As of March 24, 2025, he beneficially owned 93,057 RMBI shares (less than 1% of outstanding), including restricted stock, ESOP allocations, and stock options .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Bank Richmond (RMBI subsidiary) | President & COO | 2023–present (NEO since 2023) | Senior operating leadership of the bank; included in RMBI’s NEO group beginning in 2023 . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | — | — | No external directorships disclosed for Witte in the 2024–2025 proxies . |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $223,000 | $242,308 |
| All Other Compensation ($) | $25,504 (dividends on restricted stock; 401(k) match; ESOP allocations) | $30,661 (dividends on restricted stock; 401(k) match; ESOP allocations) |
| Total Fixed ($) | $248,504 | $272,969 |
Notes:
- 2023 “All Other” includes $7,574 dividends, $7,221 401(k) match, $10,709 ESOP allocation .
- 2024 “All Other” includes $4,544 dividends, $6,150 401(k) match, $19,967 ESOP allocation .
Performance Compensation
| Component | 2023 | 2024 | Design | Performance Metrics | Payout/Vesting Details |
|---|---|---|---|---|---|
| Annual Bonus ($) | $35,350 | $30,350 | Discretionary cash bonus | Specific targets not disclosed (discretionary) | Paid in cash; no metric-level payout table disclosed |
| Equity – Restricted Stock (unvested at period-end) | 10,820 shares; $124,538 MV at $11.51 close | 5,410 shares; $76,552 MV at $14.15 close | Time-based RS | Vests in equal tranches | 2023: vest June 30, 2024 and June 30, 2025; 2024: remaining vests June 30, 2025 |
| Equity – Stock Options (status at period-end) | 40,580 exercisable; 27,053 unexercisable; $10.53 strike; exp. 10/1/2030 | 54,107 exercisable; 13,526 unexercisable; $10.53 strike; exp. 10/1/2030 | Options | Not metric-tied | Unspecified vest schedule; balances reflect exercisable vs. unexercisable |
Equity Ownership & Alignment
| Item (as of record/vintage) | Detail |
|---|---|
| Total beneficial ownership (Mar 24, 2025) | 93,057 shares; less than 1% of outstanding (10,581,042 shares) |
| Breakdown (Mar 24, 2025) | 5,410 restricted shares (sole voting, no investment power); 6,797 ESOP-allocated shares (shared voting, no dispositive power); options to acquire 54,107 shares; 100 shares owned by adult sons (disclaimed) |
| Anti-hedging/pledging policy | Directors and executive officers prohibited from pledging RMBI stock and from hedging transactions (e.g., collars, swaps, exchange funds) |
| Ownership guidelines | Not disclosed in 2024–2025 proxies |
| In-the-money status snapshot | Closing price $14.15 (12/31/2024) vs. $10.53 strike indicates options were in-the-money at that date |
Employment Terms
| Term | Provision |
|---|---|
| Agreement type | Change-in-Control Agreement dated May 22, 2025 among RMBI, First Bank Richmond, and Paul J. Witte |
| Initial term & auto-renew | Initial term through Dec 31, 2026; extends one year each Jan 1 thereafter unless 30-day non-renewal notice; if CIC occurs with <1 year remaining, term extends to one year after CIC completion |
| Severance trigger (double trigger) | Termination without “Cause” or resignation for “Good Reason” within 12 months post-CIC |
| Cash severance | Lump sum equal to two times the executive’s “Base Amount” (as defined in IRC §280G) upon execution and non-revocation of release |
| Benefits continuation | Continued insurance coverage up to 24 months; alternative lump-sum for coverage cost if benefits cannot be provided or would trigger excise taxes |
| 280G cutback | Payments/benefits reduced to avoid nondeductible “parachute payments” under §280G; cash reduced first, then fringe benefits |
| At-will employment | Agreement affirms terminable at-will relationship |
| Good Reason definition (examples) | Material reduction in base compensation; material diminution of authority/duties/responsibilities or of the reporting officer; relocation beyond 35 miles; notice and cure requirement (90-day notice; 30-day cure; 60-day window to terminate) |
| Non-compete / non-solicit | Not specified in the CIC agreement or proxies |
| Clawback | No specific clawback provision disclosed in CIC agreement; insider trading policy addresses hedging/pledging (separate topic) |
Compensation Committee & Governance Context
- Compensation Committee members: Wetzel (Chair), Girten, Hanley; independent under Nasdaq rules; met three times in 2024 .
- Say-on-Pay: First advisory vote held in 2025 after RMBI’s Emerging Growth Company status ended Dec 31, 2024; Board recommended “FOR” and annual frequency .
Vesting Schedules and Potential Selling Pressure
- Restricted stock vesting: Remaining tranche vests June 30, 2025 (5,410 shares) ; prior schedule indicated two equal installments on June 30, 2024 and June 30, 2025 (for 10,820 shares outstanding at YE 2023) .
- Options: Significant exercisable balance (54,107 at YE 2024) with $10.53 strike and 10/1/2030 expiry ; monetization depends on prevailing market price and blackout windows under RMBI’s insider trading policy .
Related Party Transactions & Red Flags
- Anti-pledging/anti-hedging policy in place for executives and directors .
- No option repricing/modification disclosed; equity grants to NEOs most recently on October 2, 2020 following IPO .
- Related party employment noted for other insiders/family members; none specific to Witte beyond standard ESOP allocations .
Multi-Year Compensation (Witte)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | $223,000 | $242,308 |
| Bonus ($) | $35,350 (discretionary) | $30,350 (discretionary) |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| All Other Compensation ($) | $25,504 | $30,661 |
| Total ($) | $283,854 | $303,319 |
Outstanding Equity Awards (Witte)
| Item | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Options – Exercisable | 40,580 | 54,107 |
| Options – Unexercisable | 27,053 | 13,526 |
| Option Exercise Price | $10.53 | $10.53 |
| Option Expiration | 10/1/2030 | 10/1/2030 |
| RS – Unvested Shares | 10,820 | 5,410 |
| RS – Market Value at FY-end | $124,538 (at $11.51 close) | $76,552 (at $14.15 close) |
| RS – Vesting Dates | 6/30/2024 and 6/30/2025 | 6/30/2025 |
Beneficial Ownership (Witte)
| As of | Total Beneficially Owned | % Outstanding | Key Components |
|---|---|---|---|
| Mar 24, 2025 (Record Date) | 93,057 shares | * (less than 1%) | 5,410 restricted shares; 6,797 ESOP-allocated; options to acquire 54,107 shares; 100 shares owned by adult sons (disclaimed) |
Investment Implications
- Pay-for-performance alignment: Bonus is explicitly discretionary with no disclosed KPI targets; equity grants have not been frequent since 2020. This suggests lower direct linkage of Witte’s compensation to quantitative performance metrics versus peers with PSU frameworks .
- Near-term vesting/supply watch: 5,410 restricted shares vest June 30, 2025, creating a potential supply event; options have a sizable exercisable balance and were in-the-money at YE 2024 given the $14.15 close vs. $10.53 strike .
- Alignment and risk controls: Anti-hedging/anti-pledging policies reduce misalignment and leverage risk; ESOP allocations and unvested RS provide retention hooks .
- Retention economics: Witte’s CIC agreement is a double-trigger structure with 2× “Base Amount” cash and up to 24 months of benefits, plus 280G cutback—robust protections that lower near-term retention risk in change scenarios but cap excess parachute payments .
- Governance: Independent Compensation Committee oversight and initiation of Say-on-Pay in 2025 provide added discipline; absence of metric-based plans limits external benchmarking of pay outcomes .