Jerry Kyser

About Jerry C. (Jake) Kyser, Jr.

Jerry C. “Jake” Kyser, Jr. is 60 and a long-tenured founding director of River Bank & Trust (since 2006); he is nominated to the River Financial Corporation board in 2025 . He is President of Jerry Kyser Builder, Inc., specializing in commercial construction and real estate development, and holds a B.S. in Building Construction from Auburn University; he is also the owner and Qualifying Broker for Kyser Property Management Co. Inc. and maintains an active Alabama Real Estate License since 1996 . Civic involvement includes the Greater Montgomery Home Builders Association, Associated General Contractors of Alabama, Montgomery Area Chamber of Commerce Committee of 100, Wright Flyers, the Montgomery Tourism Improvement District (MTID) effort, and service on the Montgomery Area Chamber of Commerce Board of Directors .

Past Roles

External Roles

Board Governance

• Board seat and tenure: Founding director of River Bank & Trust (2006); nominated as one of nine directors to River Financial Corporation’s board for the one-year term at the May 13, 2025 annual meeting .
• Board refresh dynamics: Kyser is included among 2025 director nominees; in 2024 he was not listed among the nine nominees (Herron, Jr. was nominated instead), indicating refresh and rotation in board composition .
• Independence status: The proxy materials reviewed do not explicitly categorize directors’ independence; no independence designation was found in the 2025 proxy segments reviewed .
• Committees and chair roles: Committee memberships/chair assignments are not disclosed in the retrieved 2025 proxy materials for directors (the document details an Executive Compensation Committee administering the employee incentive plan but does not list director committee assignments) .
• Attendance: No director meeting attendance rates were disclosed in the portions reviewed of the proxy statements .
• Board composition signal: The board includes executive directors (CEO and President), which concentrates management presence on the board; this is disclosed in the nominee list .

Equity Ownership

Note: Beneficial ownership percentages are calculated per proxy methodology including assumed exercise of options/warrants by each person (none are specified for Kyser in footnotes) .

Other Directorships & Interlocks

• No current public company directorships are disclosed for Kyser; external roles cited are civic/industry organizations rather than public company boards .
• No disclosed interlocks with competitors/suppliers/customers in proxy materials reviewed .

Expertise & Qualifications

• Education: B.S., Building Construction, Auburn University .
• Technical/industry expertise: Commercial construction, real estate development, property management; active licensed real estate broker since 1996 .
• Community leadership: MTID establishment role; Chamber of Commerce Board; industry associations .

Governance Assessment

• Positive signals

  • Material ownership aligned with shareholders (89,730 shares; 1.16%), providing skin-in-the-game for governance decisions .
  • Sector-relevant expertise in construction and real estate development supports oversight of commercial lending/CRE risk common for regional banks .
  • Board refresh evident between 2024 and 2025 nominations, indicating willingness to adjust board composition over time .

• Monitoring points / potential risk vectors

  • Independence and committee assignments are not explicitly disclosed in retrieved proxy segments, limiting clarity on board oversight structure and Kyser’s committee responsibilities .
  • Board includes management directors (CEO and President), which can dilute independent oversight if not balanced by strong independent committee leadership; structure disclosed without committee detail .
  • Related-party transactions and director-specific compensation (cash/equity retainers, fees) are not detailed in the proxy sections reviewed, constraining analysis of conflicts and pay-for-performance alignment .

• Compensation plan context (for employees; not directors)

  • The 2025 Incentive Stock Compensation Plan authorizes up to 500,000 shares for employee awards (ISOs, NQOs, SARs, restricted stock/RSUs) and is administered by the Executive Compensation Committee; eligibility is limited to salaried employees (approx. 195), not non-employee directors .
  • Accelerated vesting upon change of control applies to employee awards; tax treatment and performance-based limits summarized in proxy .

RED FLAGS

• No explicit disclosure of director independence classification or committee membership/chair roles found in reviewed proxy segments, which can hinder investor assessment of board effectiveness .
• Absence of disclosed director compensation structure (cash retainers, equity grants, chair/membership fees) and attendance rates in retrieved materials limits visibility into engagement and alignment .

Notes for Further Diligence

• Seek full proxy sections (beyond retrieved segments) for committee rosters and director compensation tables; confirm independence designations.
• Review Form 8-K Item 5.02 filings for any updates on director appointments/committee changes; none were identified in the listed recent 8-K titles, but the filings should be checked directly [List: 2025-05-14; 2025-03-18; 2024-05-16] [2] [4] [10].
• Confirm any related-party transactions with entities tied to Kyser’s construction/real estate businesses; none were found in the reviewed proxy excerpts .