Bess Wills
About Bess R. Wills
Independent director of Riverview Bancorp, Inc. (RVSB); Vice Chair of the Board. Age 71 as of March 31, 2025; first appointed 2010; current term to expire 2026. General Manager/Co-Owner of Gresham Ford with 30+ years in fiscal and corporate administration; recognized with Ford “Salute to Dealers” (2022) and Gresham Area Chamber “Honoree of the Year” (2023). Independence affirmed by NASDAQ standards; leads the Board in absence of the Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gresham Ford | General Manager/Co-Owner | Not disclosed | Day-to-day operations; leadership; industry awards (Salute to Dealers 2022) |
| Southern California auto group | Operations management | Not disclosed | Fiscal and corporate administration experience |
| Mt. Hood Community College | Audit Committee member | Not disclosed | Audit oversight experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Adventist Medical Foundation (Portland) | Chairperson | Not disclosed | Regional non-profit leadership |
| Various regional non-profits | Board service (multiple) | Not disclosed | Civic/community involvement; leadership recognition (2023 “Honoree of the Year”) |
| Other public company boards | None disclosed | — | RVSB’s skills matrix shows “Other public company experience” not indicated for Wills |
Board Governance
- Roles: Vice Chair of the Board; leads meetings when Chair is absent.
- Independence: Independent director under NASDAQ; 7 of 8 directors independent.
- Attendance: FY2025 Board held 13 meetings (Bank Board also 13); no director attended fewer than 75% of Board/committee meetings; directors attended the 2024 annual meeting.
- Executive sessions: Board regularly meets in executive session without CEO/management.
| Committee | 2025 Membership | Role | Meeting Count |
|---|---|---|---|
| Executive | Wills (member) | Member | 1 meeting FY2025 |
| Nominating & Governance | Wills (Chair) | Committee Chair | 4 meetings FY2025 |
| Personnel/Compensation | Wills (member) | Member (independent) | 6 meetings FY2025 |
| Audit | Not listed for Wills in 2025 | — | 4 meetings FY2025 |
| Senior Loan | Not listed | — | 22 meetings FY2025 |
| Technology | Not listed | — | 3 meetings FY2025 |
Note: In FY2024 Wills served on Audit in addition to Executive, Nominating & Governance (Chair), and Personnel/Compensation.
Fixed Compensation
| Item | FY2024 Amount ($) | FY2025 Amount ($) | Notes |
|---|---|---|---|
| Fees Earned or Paid in Cash | 61,400 | 53,300 | Director cash-only compensation (no equity awards disclosed) |
| Annual Director Retainer | 20,000 | 20,000 | Applies to all non-employee directors |
| Board Meeting Fee (per meeting) | 1,000 | 1,000 | Paid per Board meeting attended |
| Committee Meeting/Work Session Fee (per meeting) | 300 | 300 | Paid per committee/work session |
| Riverview Trust Company Board Service (annual) | 4,500 | 4,500 | Non-employee directors serving on RTC |
| Vice Chair Retainer (annual) | 5,000 | 5,000 | Applies to Board Vice Chair |
| Committee Chair Retainer (annual) | 7,000 | 7,000 | Applies to committee chairs |
Performance Compensation
| Component | Disclosure | Metrics |
|---|---|---|
| Equity awards (RSUs/DSUs/Options) | None disclosed for directors | N/A |
| Performance-linked pay for directors | None disclosed | N/A |
Executive incentive program metrics (context for committee oversight): FY2025 performance goals included profitability (30% weighting; PPNR target $7.8M), deposit growth (25%; target 3%), asset quality (20%; classified asset ratio 10%), personal goals (25%); committee exercised discretion to pay despite falling short of minimum net income threshold ($4.9M vs $5.1M).
Other Directorships & Interlocks
- Public company boards: None disclosed for Wills. RVSB’s skills matrix shows “Other public company experience” for Carlson, not for Wills.
- External roles are primarily non-profit/community; no disclosed interlocks with RVSB competitors/suppliers/customers.
Expertise & Qualifications
- Operational leadership and fiscal management; automotive retail operations; recognized industry awards and significant community leadership.
- Prior audit committee experience (Mt. Hood Community College); governance leadership evidenced by chairing RVSB Nominating & Governance Committee.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Bess R. Wills | 45,000 | Less than 1% | Held jointly with spouse |
| Shares Outstanding (record date) | 20,976,198 | — | Record date July 2, 2025 |
Insider trading activity (Form 4):
- 2024-05-02: Open market purchase of 4,000 shares @ $3.94; post-transaction ownership 45,000 shares.
- 2023-05-02: Open market purchase of 4,800 shares @ $4.599; post-transaction ownership 41,000 shares.
- 2023-05-02: Open market purchase of 100 shares @ $4.58; post-transaction ownership 36,200 shares.
- 2023-05-02: Open market purchase of 100 shares @ $4.59; post-transaction ownership 36,100 shares.
Policies:
- Hedging prohibited for directors and executive officers under insider trading policy. No pledging disclosed.
Governance Assessment
- Strengths
- Vice Chair + Chair of Nominating & Governance; central role in board composition, evaluations, and governance standards.
- Independent director with consistent attendance; Board uses executive sessions regularly.
- Cash-only director compensation avoids equity overhang; clear fee structure and modest retainers.
- Alignment signal via open-market share purchases in 2023–2024; 45,000 shares held jointly.
- Committee independence affirmed (Compensation; Nominating & Governance); oversight activity robust (Comp met 6x in FY2025).
- Watch items
- No disclosed director equity ownership guidelines; director pay entirely cash (less direct long-term equity alignment relative to peers).
- Change in Audit Committee membership (served in FY2024, not listed in FY2025) may reduce direct audit oversight exposure for Wills; board maintains designated audit financial expert (Eby).
- Related-party loans to insiders aggregate ~$1.7M (ordinary course/market terms, board-reported) — monitor for any individual exposures; no preferential terms permitted.
Say-On-Pay & Shareholder Feedback (Context for governance climate)
| Proposal | For | % of Shares Present | Against | % | Abstain | % |
|---|---|---|---|---|---|---|
| 2024 Advisory vote to approve NEO compensation | 13,643,172 | 87.1% | 1,279,503 | 8.2% | 737,574 | 4.7% |
Compensation Committee Analysis
- Composition: Independent directors; Wills is a member; committee met 6 times in FY2025 (8 times FY2024).
- Consultant usage: Committee leverages Milliman surveys and peer benchmarking; may use compensation consultants as needed.
- Policy features: Discretionary awards applied in FY2024 and FY2025 to retain talent amid leadership transition; incentive awards capped at ≤20% of net income.
Related Party & Conflicts
- Loans/credit extensions to directors/officers made on substantially same terms as public; aggregate ~$1.7M outstanding as of March 31, 2025; no preferential policy; board reporting required.
- Insider trading policy includes pre-clearance and window trading; hedging prohibited.
- No disclosed transactions involving entities controlled by Wills; no disclosed pledging/hedging by Wills beyond policy prohibition.
Work History & Career Trajectory
| Employer | Role | Notes |
|---|---|---|
| Gresham Ford | GM/Co-Owner | Long-standing operator; community/industry recognition (PBJ Woman Executive of the Year; Ford Salute to Dealers) |
| Southern California Auto Group | Management | Group operations experience |
Equity Ownership Alignment Table
| Metric | Value | Source |
|---|---|---|
| Shares owned (beneficial) | 45,000 | |
| Ownership % | <1% | |
| Holding structure | Joint with spouse | |
| Insider policy | Hedging prohibited; pre-clearance required |
Board Effectiveness Signals
- Board refresh: Four new directors in past five years; average tenure 7.6 years.
- Leadership segregation: Chair and CEO roles separated since 2018; Wills serves as Vice Chair to reinforce independence of board leadership.
- Governance process: Nominating & Governance oversees board structure, skills, diversity, compensation level/form for directors, and board self-evaluation.
Appendix: Director Compensation Structure (All Directors)
- Annual retainer $20,000; Board meeting fee $1,000; Committee/work session fee $300; Trust Company Board $4,500; Chair retainer $20,000; Vice Chair retainer $5,000; Committee chair retainer $7,000.