Brian McLeod
About Brian McLeod
Independent director at River Financial Corporation (RVRF); age 55 as of the 2025 proxy, serving on the board since 2019 following River’s acquisition of Trinity Bank . Background includes 30+ years as Vice President of Finance & Operations and director at The National Security Group, Inc.; currently a partner at Brunson, Wilkerson, Bowden & Associates, P.C. (CPA firm). Holds a B.S. from Troy University and M.S. degrees from the College for Financial Planning and Florida State University; professional designations: Certified Public Accountant (CPA) and Chartered Global Management Accountant (CGMA) . RVRF’s 10-K affirms his independence (all directors except CEO Stubbs and President Smith are independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The National Security Group, Inc. | Vice President of Finance & Operations; Director | “over 30 years” | Senior finance/operator experience, board-level oversight |
| Trinity Bank | Founding Director | Pre-2019 through River merger | Founding governance experience; board integration via merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Brunson, Wilkerson, Bowden & Associates, P.C. | Partner (CPA) | Current | Wiregrass region CPA practice |
| Wiregrass United Way Board of Trustees | Board Chairman | Not disclosed | Community leadership |
| Coffee County Board of Education | Board Chairman | Not disclosed | Local governance |
| Coffee County Habitat for Humanity | Director | Not disclosed | Non-profit governance |
| Elba Lions Club | Member | Not disclosed | Civic engagement |
Board Governance
- Independence: McLeod is an independent director; only CEO (Stubbs) and President (Smith) are non-independent .
- Board structure: RVRF board is nine directors; chair role separated from CEO, which the board views as enhancing oversight .
- Committees: Audit/Compliance Committee members (RB&T bank-level) listed as Lynn Carter, W. Murray Neighbors, David Smith, David Thrasher, and Charles Moore III; McLeod not named. The board relies on this committee to satisfy FDIC Part 363 duties; Neighbors designated “financial expert” .
- Attendance: No director-specific attendance rates disclosed in the 2025/2024 proxies reviewed .
- Executive sessions/lead independent director: Not disclosed in filings cited .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Fees earned or paid in cash ($) | $22,000 |
| Stock awards ($) | N/A (no stock awards taken) |
| Total ($) | $22,000 |
| Notes | Directors can elect to receive all/part of fees in Company stock; stock awards (when elected) vest immediately; $8,800 of cash compensation was paid by River Financial Corporation with the remainder paid by River Bank & Trust; totals include committee work . |
Performance Compensation
- Director equity choices: A director fee plan (adopted in 2019) allows directors to take fees in stock; these awards vest immediately and are valued per ASC 718 when granted .
- Performance linkage: No performance-based elements apply to director pay in FY 2024; equity grants to directors under the 2025 Incentive Plan are permitted but not disclosed for McLeod .
- 2025 Incentive Plan scope (context for future awards): Authorizes options, SARs, restricted stock, RSUs, and performance awards for employees, officers, and directors; up to 500,000 shares; individual cap 40,000 shares/year; Compensation Committee administers and may set performance goals (e.g., net income, ROAE/ROAA, NIM, TSR, efficiency ratio) for covered employees under Code §162(m) .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| The National Security Group, Inc. | Insurance | Director (prior role) | No related-party transactions disclosed with RVRF . |
| Trinity Bank | Bank | Founding Director | Merged into River; governance integration; no conflicts disclosed . |
Expertise & Qualifications
- Finance and operations executive with long-tenured insurance industry experience; CPA/CGMA credentials signal accounting, controls, and financial reporting expertise .
- Advanced education (MS degrees) in finance-related fields supports audit/risk literacy, though he is not listed as the audit committee “financial expert” (Neighbors holds that designation) .
Equity Ownership
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares beneficially owned | 13,492 | 16,492 | 16,492 |
| % of shares outstanding | 0.20% | 0.22% | 0.21% |
| Notes | Individual footnotes on options/RS grants apply to other executives; McLeod’s line shows straightforward ownership. Group ownership: directors/executives as a whole owned 12.73% in 2025 . |
Governance Assessment
- Strengths
- Demonstrated governance and finance background (CPA/CGMA; long operational tenure), consistent with board risk oversight needs .
- Independent status; board separation of Chair/CEO reinforces oversight; presence of audit committee with designated financial expert .
- Ownership alignment: non-trivial personal stake (16,492 shares; ~0.21%); director fee plan allows stock elections, supporting alignment culture .
- Gaps/Unknowns
- Committee assignments for McLeod not disclosed; not named on audit committee in 10-K; unclear engagement across compensation/nominating committees .
- Meeting attendance metrics and director-specific engagement data not disclosed in proxies reviewed .
- Ownership guidelines, pledging/hedging policies, and say-on-pay outcomes not found in cited filings .
- Risk/RED FLAGS
- None identified specific to McLeod in filings reviewed (no related-party transactions, tax gross-ups, or option repricing disclosed for directors). Note: 2025 Plan contains standard change-of-control vesting acceleration provisions; while common, they warrant monitoring for potential windfalls if director awards are later used—no director grants disclosed for McLeod to date .
Monitoring items for investors: clarity on McLeod’s committee assignments and attendance; any director equity elections under the 2025 Plan; updates on beneficial ownership changes.
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