Gerald Nies
About Gerald L. Nies
Gerald L. Nies is the independent Chairman of the Board of Riverview Bancorp, Inc. and Riverview Bank (Chair since August 2020; director since 2009). He is 76 years old (as of March 31, 2025), attended Western Washington University, and holds the Chartered Property Casualty Underwriter (CPCU) designation. He retired after a 42‑year career in the insurance industry, including as President & CEO of Nies Insurance Agency (1985–2011) and then Executive Vice President after the sale to Brown & Brown, Inc.; he currently owns a small investment property management company. The Board has determined Nies is independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nies Insurance Agency | President & CEO | 1985–2011 | Led operations and customer relations; sold business to Brown & Brown, then served as EVP thereafter (date not disclosed). |
| Brown & Brown, Inc. (via sale of Nies Insurance Agency) | Executive Vice President | Post-2011 (date not disclosed) | Continued leadership following acquisition. |
| Washington Independent Agents Association | Board Member (past) | Not disclosed | Insurance industry governance experience. |
| Safeco Insurance National Agent Advisory Council | President (past) | Not disclosed | Liaison to a major carrier; industry advisory leadership. |
| Clark County EMS Administrative Board | One of five Board members (past) | Not disclosed | Public safety oversight. |
| City of Battle Ground | Elected Council Member (past) | Not disclosed | Municipal governance. |
| City of Battle Ground | Fire Chief (past) | Not disclosed | Public safety leadership. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TSO NW (local veterans’ charity) | Director | Joined 2024 | Community non-profit service. |
| Investment Property Mgmt. Company | Owner | Current | Private business ownership. |
Board Governance
- Independence and leadership: Chairman of the Board; Board separates Chair and CEO roles; Vice Chair leads in Chair’s absence (Bess R. Wills). Board deems 7 of 8 directors independent (including Nies).
- Attendance/engagement: FY2025 and FY2024 Boards each held 13 regular meetings; no director attended fewer than 75% of Board and committee meetings; directors meet in executive session.
- Annual meeting engagement: All directors attended the 2024 annual meeting.
- Election results (2025): Nies was reelected with 14,343,643 “For” votes (95.14% of shares present); 733,261 “Withheld.”
Committee assignments and activity (current)
| Committee | Role | FY2025 Meetings/Focus |
|---|---|---|
| Executive | Chair | Acts between regular Board meetings; met 1 time in FY2025. |
| Senior Loan | Chair | Reviews/approves lending relationships >$5M; met 22 times in FY2025; committee includes another rotating independent director; CCO co‑chairs (non‑voting); CFO substitutes if a member is absent. |
| Technology | Member | Reviews IT and cybersecurity strategy; met 3 times in FY2025. |
| Audit; Nominating & Governance; Personnel/Compensation | Not a member | Audit met 4 times; N&G met 4 times; Personnel/Comp met 6 times (all members independent). |
Fixed Compensation
| Item | FY2024 | FY2025 |
|---|---|---|
| Fees Earned or Paid in Cash – G.L. Nies | $76,900 | $73,100 |
| Director fee structure (all non-employee directors) | ||
| Annual Board retainer | $20,000 | $20,000 |
| Board meeting fee (per meeting) | $1,000 | $1,000 |
| Committee meeting/work session fee (per meeting) | $300 | $300 |
| Riverview Trust Company (RTC) Board annual fee | $4,500 | $4,500 |
| Chairman of the Board annual retainer | $20,000 | $20,000 |
| Vice Chair annual retainer | $5,000 | $5,000 |
| Committee Chair annual retainer | $7,000 | $7,000 |
Notes:
- The 2024 proxy explicitly states directors did not receive option awards, stock awards or non-equity incentive plan compensation. The 2025 director compensation table shows only cash fees.
Performance Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Equity/Option awards to directors | None disclosed for directors. | Director table shows only cash; no equity shown. |
| Non-equity incentive plan comp (directors) | None disclosed. | None shown. |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Public company directorships | None indicated for Nies; Board’s skills matrix shows “Other public company experience” not attributed to Nies. |
| Non-profit/other boards | TSO NW (local veterans’ charity) – Director (joined 2024). |
| Potential interlocks/related parties | No specific related-party transactions disclosed for Nies; aggregate insider loans ~$1.7M at March 31, 2025, all on market terms per policy; employee loan policy prohibits preferential insider loans. |
Expertise & Qualifications
- 42 years in insurance; CPCU; leadership of an agency through sale; customer relations and operational/financial oversight expertise.
- Public sector and community leadership (City Council, Fire Chief, county EMS board).
- Board skills matrix attributes to Nies: finance, governance, leadership/team building, civic involvement; technology/marketing also indicated at Board level.
Equity Ownership
| Metric | FY2024 | FY2025 |
|---|---|---|
| Beneficial ownership – G.L. Nies (shares) | 190,692 | 190,692 |
| Shares outstanding (record date) | 21,111,041 | 20,976,198 |
| Ownership as % of shares outstanding | 0.90% (calc: 190,692 / 21,111,041) | 0.91% (calc: 190,692 / 20,976,198) |
| Ownership form | Held in trust jointly with spouse. | |
| Pledging | Not disclosed; no pledging language identified. | |
| Hedging | Insider trading policy prohibits hedging for directors/executives (updated by 2025); in 2024, the company disclosed it did not have a hedging policy. |
Governance Assessment
- Board effectiveness and independence
- Independent Chair, separate from CEO, with Vice Chair back-up; 7/8 independent directors; regular executive sessions; no director below 75% attendance. These are governance positives.
- Nies provides heavy credit oversight (Senior Loan Committee Chair; 22 meetings FY2025) and strategic continuity (Executive Committee Chair).
- Compensation oversight and shareholder feedback
- Nies is not on the Personnel/Compensation Committee (independent), reducing conflicts around CEO pay.
- Say-on-pay approval fell materially: 2024 “For” 87.1% vs. 2025 “For” 60.47%—a notable decline in investor support.
- In FY2025, the Compensation Committee used discretion to pay incentives despite not meeting the minimum company net income threshold ($5.1M); net income was $4.9M. This discretion, while justified by leadership transition and other factors, can be a red flag for some investors focused on pay-for-performance rigor.
- Related-party/insider safeguards
- Policy bars preferential insider lending; aggregate insider loans ~$1.7M at market terms; Board updated the Officer/Director Code of Conduct in May 2024; hedging now prohibited (improvement vs 2024 disclosure of no hedging policy).
- Shareholder mandate and director support
- Nies’ 2025 reelection support was strong (95.14% of shares present voted “For”), indicating continued investor confidence in his board role.
RED FLAGS
- Significant drop in say-on-pay support (87.1% → 60.47%), suggesting investor concern with compensation outcomes/practices.
- Use of discretion to award executive incentives despite missing minimum net income threshold in FY2025 (pay-for-performance misalignment risk).
Notes and Additional Context
- Director fees are primarily cash; no director equity awards are disclosed in 2024, and 2025 tables reflect cash-only for directors.
- No evidence of share pledging or specific related-party transactions tied to Nies was disclosed; aggregate insider lending remains monitored and policy-constrained.