Jason Davis
About Jason Davis
Jason B. Davis is Executive Vice President, Chief Financial Officer, and Secretary of the Board of Directors of River Financial Corporation and River Bank & Trust; he has served as CFO since June 4, 2021 and was previously Controller after joining the bank in 2017, following 15 years as a Certified Public Accountant at Jackson Thornton . As of December 31, 2024, he is 46 years old and acts as the principal financial and accounting officer, regularly certifying the company’s 10‑Q filings under Sections 302 and 906 of Sarbanes‑Oxley . Company performance during his tenure shows revenue declined year‑over‑year in FY 2024 versus FY 2023, while net income increased year‑over‑year in FY 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| River Bank & Trust | Controller | 2017–2021 | Led controllership prior to elevation to CFO, supporting finance and reporting processes . |
| Jackson Thornton | Certified Public Accountant | 15 years (prior to 2017) | Built technical accounting/audit expertise foundational to CFO role . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Multiple local boards (unspecified) | Board member | Not disclosed | Community engagement and local network development . |
Equity Ownership & Alignment
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficial ownership (shares) | 8,900 | 11,300 | 17,400 |
| Ownership (% of outstanding) | 0.13% | 0.15% | 0.22% |
| Vested stock options (not exercised) | 6,900 | 8,800 | 9,900 |
| Unvested restricted stock grants (voting rights) | 2,000 | 1,600 | 5,800 |
- Hedging of company stock is prohibited; pledging or margin use requires prior compliance approval, with window‑period trading rules enforced; CFO Davis is designated contact for insider trading policy matters .
- Equity plan mechanics provide accelerated vesting for RS/RSUs and full exercisability for options/SARs upon change of control, death, or disability; awards are forfeitable for specified bad acts, which tightens alignment and discipline .
- Ownership increased from 2023 to 2025, with larger unvested restricted stock in 2025 supporting retention incentives .
Employment Terms
| Term | Details |
|---|---|
| CFO appointment | Effective June 4, 2021 (Executive Vice President & CFO; Secretary of the Board) . |
| Change‑in‑control agreement | Initial 24‑month term, with board extensions to maintain a 24‑month remaining term; non‑renewal triggers termination 12 months post‑anniversary; automatically renews for 24 months following a change in control . |
| Protected period | Two‑year period post‑change in control . |
| Triggers | Termination by the company without cause or resignation by the executive for good reason (as defined) during the protected period . |
| Severance economics | Lump‑sum cash equal to 1.5x the executive’s base amount under IRC §280G, plus 1.5x the bank’s annual premium contributions for group life, long‑term disability, and health insurance . |
| Equity acceleration | Unvested RS/RSUs vest in full and options/SARs become fully exercisable upon change of control; options may be cashed out at the deal price; unvested awards forfeited upon termination outside specified events; bad‑act forfeiture provisions apply . |
| Insider trading policy | Hedging prohibited; pledging/margin restricted to prior approval; window‑period trading; event‑specific blackouts possible . |
| SERP (Supplemental Executive Retirement Agreement) | Annual benefit of $50,000 for a minimum of 15 years starting at normal retirement age 68; 409A six‑month delay rules apply for specified employees; contains procedures for timing/form changes under 409A . |
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $12,241,000* | $20,597,000 | $15,408,000 |
| Net Income (USD) | $27,929,000 | $26,739,000 | $31,317,000 |
Values retrieved from S&P Global.*
Fixed Compensation
- Not disclosed in the proxy statements reviewed (no Summary Compensation Table or base salary/bonus detail found) .
Performance Compensation
- Specific annual incentive metrics, weightings, targets, and payouts are not disclosed for Jason Davis. The 2025 Incentive Stock Compensation Plan permits performance‑conditioned RS/RSUs and options/SARs but does not enumerate individual NEO metric frameworks in the proxy .
Investment Implications
- Retention risk: Low to moderate due to robust change‑in‑control protections (two‑year protected period, 1.5x cash severance and benefits multiple) and a SERP paying $50k annually for at least 15 years, which together incentivize tenure through strategic events .
- Alignment: Equity exposure includes vested options and unvested restricted stock with acceleration on change of control; award forfeiture for bad acts adds discipline, while hedging bans and pledging controls reduce misalignment risk .
- Pay‑for‑performance transparency: Lack of disclosed NEO salary/bonus metrics and payouts limits external assessment of pay alignment; while the plan supports performance‑based awards and §162(m) constructs, investor visibility into Davis’s specific scorecard is minimal .
- Dilution/overhang considerations: The 2025 plan reserves 500,000 shares with a per‑participant cap of 40,000 shares per fiscal year and eligibility spanning ~195 employees; duration to January 15, 2035 implies a long‑term equity issuance program that investors should monitor for dilution vs. value creation .
- Execution context: FY 2024 net income rose year‑over‑year while revenue fell, highlighting efficiency or mix shifts; continued CFO certifications and governance roles support financial reporting integrity amid performance variability .