Vernon Taylor

About Vernon B. Taylor

Independent director of River Financial Corporation (RVRF) since 2006; age 60 in the 2025 proxy. Background in aviation, having served as a U.S. Air Force pilot and later founding and directing two aviation service companies in Alabama’s River Region; also invests in local commercial real estate and serves on several local boards. The board has determined he is independent under Nasdaq rules (executive officers Stubbs and Smith are not independent).

Past Roles

External Roles

• Serves on several local boards (names not disclosed).
• No current or recent (last five years) service as a director of other Exchange Act–registered public companies.

Board Governance

• Director since 2006; nominated annually with a one-year term structure. RVRF’s board uses a separate Chairman (Larry Puckett) and CEO (James Stubbs), a governance-positive separation.
• Independence: The board determined all directors are independent except the CEO (Stubbs) and President (Smith); Taylor is independent.
• Committees: The Company relies on River Bank & Trust’s Audit/Compliance Committee to meet FDIC Part 363; current Audit/Compliance members are Lynn Carter, W. Murray Neighbors (financial expert), David Smith, David Thrasher, and Charles R. Moore III. Taylor is not listed as a member.
• Attendance and executive sessions: Not disclosed in the reviewed proxy/10-K materials. (No filing citations available.)

Fixed Compensation

• Annual director cash retainers, committee/meeting fees, and chair premiums: Not disclosed in the 2025/2024/2023 proxy excerpts reviewed. (No filing citations available.)

Performance Compensation

• Director equity grants (RSUs/DSUs/stock options), grant dates, share counts, fair values, and performance metrics: Not disclosed for directors in the reviewed proxy excerpts. The 2025 Incentive Stock Compensation Plan applies to officers and employees (options, SARs, restricted stock, RSUs), not specified for directors.

Plan features (employees only): 500,000 shares authorized; up to 40,000 shares per participant per fiscal year; ISO grants through Jan 15, 2035; standard vesting/acceleration on death/disability/change of control.

Other Directorships & Interlocks

• Public company interlocks: None disclosed for Taylor.
• Shared roles with customers/suppliers/competitors: Not disclosed. (No filing citations available.)

Expertise & Qualifications

• Aviation operations leadership and safety discipline; experience founding and leading aviation service businesses.
• Local market investment experience (commercial real estate), suggesting familiarity with regional economic dynamics relevant to community banking.
• Independent director status strengthens board oversight posture.

Equity Ownership

Related Party Transactions and Conflicts

• Policy: Banking transactions with directors, officers, principal stockholders, and their related interests occur in the ordinary course on substantially the same terms as those for nonaffiliates, subject to Sections 22(g), 22(h), 23A, and 23B of the Federal Reserve Act and Regulation W.
• Aggregate deposits from directors/executive officers and related interests: ~$11.1 million at Dec 31, 2024 (vs. ~$10.8 million at Dec 31, 2023); taken at market rates. (Individual director deposit/loan balances not disclosed.)
• Insider trading policy adopted Dec 20, 2023; defines trading windows and addresses grants timing considerations.

Governance Assessment

• Ownership alignment: Taylor’s ~2% stake indicates meaningful skin-in-the-game for a community-bank director; ownership has trended higher from FY 2023 to FY 2025, supporting alignment.

• Independence and committee roles: Independent status is positive; absence from the Audit/Compliance Committee suggests oversight contributions may be broader board-level rather than audit-specific.

• Compensation transparency: Lack of disclosed director pay structure (retainer/equity) limits pay-for-performance evaluation and benchmarking—an investor monitoring gap. (No filing citations available.)

• Related-party exposure: Ordinary-course director/officer banking relationships and deposits are typical for community banks; policy and regulatory guardrails mitigate conflict risk. No specific red flags tied to Taylor disclosed.

• RED FLAGS

  • No explicit disclosure of director compensation mix, meeting attendance, or committee assignments beyond Audit/Compliance membership listing—reduced transparency for governance analysts. (No filing citations available.)

• Positive signals

  • Continued independent status; separated Chair/CEO roles; external auditor unmodified opinions and effective internal control over financial reporting.