John Freeman
About John A. Freeman
John A. Freeman (age 77) serves as a non-employee director of River Financial Corporation and River Bank & Trust; the proxy biography states he was appointed as a director in 2015, while the director roster lists “Director Since” 2018, indicating tenure of roughly 7–10 years depending on source . He is the owner of Freeman Land Development, Inc., and was a founding director of Keystone Bank in 2007; prior roles include serving as an advisory director of Superior Bank and membership on the Jacksonville board of visitors, reflecting local market and banking governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Keystone Bank | Founding Director | Founded 2007; prior to merger with River Bank & Trust | Founding governance of a community bank; merger experience |
| Superior Bank (Gadsden, AL) | Advisory Director | Not disclosed | Advisory role in local banking |
| River Financial Corporation; River Bank & Trust | Director | Appointed 2015 per bio; roster shows Director Since 2018 | Board service; no committee assignments disclosed |
| Freeman Land Development, Inc. | Owner | Not disclosed | Real estate development; local market ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jacksonville Board of Visitors | Member | Not disclosed | Academic/community engagement (institution not specified in proxy) |
| Local civic leadership (Gadsden area) | Community/Civic Leader | Not disclosed | Long history of community involvement |
Board Governance
- Board size: nine directors are elected annually (one-year terms) .
- Independence: Freeman is a non-employee director; the proxies do not explicitly designate “independent director” status for him or other directors .
- Committee assignments and chair roles: Not disclosed in the 2025, 2024, or 2023 proxy statements reviewed .
- Attendance/engagement: No board or committee attendance rates disclosed in proxies .
- Lead Independent Director or executive sessions: Not disclosed .
Fixed Compensation
- Annual retainer and meeting/committee fees for directors: Not disclosed in the 2025 or 2024 proxy statements .
- Cash vs equity mix for directors: Not disclosed in proxies; the 2025 Incentive Stock Compensation Plan is limited to salaried employees, not directors .
Performance Compensation
- Director performance-based equity or cash incentives: Not disclosed; directors are not included in eligibility for the 2025 Incentive Stock Compensation Plan (plan eligibility limited to salaried employees) .
| Plan Performance Metrics (employees only) | Examples (from plan) |
|---|---|
| Financial metrics | Interest income growth; net interest income; net interest margin; non-interest income; efficiency ratio; non-accrual reductions; EBT; net income; EPS; core deposits; ROAE; ROAA |
| Market metrics | Total stockholder return; share price performance; peer comparisons |
| Individual/other | Individualized objectives; combinations of the above; pre-established, objective, non-discretionary formulas |
Note: The plan provides double-trigger-like acceleration for Awards upon change of control and death/disability; it is administered by the Compensation Committee; and limits single-participant grants to 40,000 shares per fiscal year. This applies to employees, not directors .
Other Directorships & Interlocks
| Entity | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Keystone Bank | No (community bank) | Founding Director (2007) | Historical banking governance; no current interlocks disclosed |
| Superior Bank (Gadsden, AL) | Not disclosed | Advisory Director | No current interlocks disclosed |
| Freeman Land Development, Inc. | Private | Owner | Real estate development overlap with bank lending ecosystem; no related-party transactions disclosed |
Expertise & Qualifications
- Banking and board governance: Founding director experience at Keystone Bank; advisory role at Superior Bank .
- Real estate and local market expertise: Owner of Freeman Land Development with deep civic leadership in the Gadsden area .
- Community/academic engagement: Jacksonville board of visitors participation .
Equity Ownership
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Shares Outstanding at Record Date | 6,670,385 | 7,664,055 | 7,763,383 |
| John A. Freeman – Shares Beneficially Owned | 25,496 | 27,996 | 27,996 |
| John A. Freeman – % of Outstanding Shares | 0.38% | 0.37% | 0.36% |
| Vested vs unvested awards (options/RSUs) | Not disclosed for Freeman; footnotes list options/RSUs for certain executives only |
No pledging or hedging disclosures were identified for Freeman in the proxies; ownership appears to be direct common stock without footnoted option/RSU positions for him .
Governance Assessment
-
Positive signals
- Long-tenured local banking governance experience and continuous board service; founder experience strengthens credit and community bank oversight .
- Meaningful personal share ownership (≈0.36%–0.38% of outstanding), supporting alignment with shareholders over multiple years .
-
Data gaps and transparency issues
- No disclosure of committee memberships/chair roles, attendance rates, or director compensation structure in proxies—limits evaluation of board effectiveness, workload, and pay-for-performance for directors .
- Independence status is not explicitly designated in proxies, reducing clarity on board composition and governance safeguards .
-
Potential conflicts and monitoring points
- Real estate development business creates theoretical overlap with bank lending activities; however, the proxies do not disclose any related-party transactions involving Freeman .
- The 2025 Incentive Stock Compensation Plan applies only to salaried employees and contains performance metrics and change-of-control acceleration for employee awards; directors are not eligible, which is a governance-positive separation of employee incentives from director compensation .
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Board structure context
- Annual election of nine directors, single-year terms; concentration of chair role with Larry Puckett; no disclosed lead independent director .