Larry Hoff

About Larry A. Hoff

Larry A. Hoff (age 73 as of March 31, 2025) is an independent director of Riverview Bancorp, Inc. (RVSB) who joined the Board in 2022; his current term expires in 2026. He is a retired financial services executive and former Washington State Representative (18th Legislative District, 2019–2022) with a B.S. in Accounting from the University of North Dakota. Prior roles include CEO of Fibre Federal Credit Union (2001–2017) and legislative service focused on consumer protection, banking safety and soundness, and labor/appropriations, bringing community banking, finance, and regulatory expertise to the Board.

Past Roles

External Roles

No current public company directorships were disclosed for Hoff in the 2025 proxy.

Board Governance

Fixed Compensation (Director)

Director fee structure (for context):

• Annual retainer: $20,000
• Board meeting fee: $1,000 per meeting
• Committee meeting/work session fee: $300 per meeting
• Committee chair retainer: $7,000 annually
• Riverview Trust Company Board: $4,500 annually (for directors serving on that board)
• Board leadership retainers: Chair $20,000; Vice Chair $5,000

The director compensation table shows only cash compensation for FY2025; no equity awards to non-employee directors were disclosed for the year.

Performance Compensation (Committee Policy Context)

Hoff chairs the Personnel/Compensation Committee overseeing executive pay. FY2025 annual incentive design and outcomes:

• Annual incentive target levels: CEO 40% of salary; EVPs 30%; senior management 10–30% (subject to goals and modifiers).
• FY2025 performance metrics and weights for named executive officers:
  • Profitability: 30% (Pre-tax pre-provision net income target $7.8 million)
  • Deposit growth: 25% (3% growth)
  • Asset quality: 20% (Classified asset ratio of 10%)
  • Personal goals: 25% (individual business plans)

Notable outcome: Although Riverview’s net income ($4.9 million) did not meet the minimum achievement threshold ($5.1 million), the Compensation Committee exercised discretion to award incentive compensation, citing leadership transition, retention, achievement on asset quality and personal goals, and parity with senior managers. Profitability and deposit growth categories paid zero; asset quality and personal goals paid in full.

Long-term and equity plan context (applies to executives, not directors): 2017 Equity Incentive Plan authorizes options/RSUs/restricted stock; 2018 LTIP provides time-based and performance-based awards; FY2025 performance goal was based on EPS.

Other Directorships & Interlocks

Expertise & Qualifications

• Community banking and finance leadership; prior CEO in credit union sector.
• Regulatory/legislative exposure to consumer protection, banking safety and soundness, credit, and securities oversight from state legislative service.
• Accounting background (B.S., University of North Dakota).
• Current roles support audit and compensation oversight (Audit member; Compensation Chair).

Equity Ownership

Insider trade detail:

• 2025-05-13: Purchase (P), 3,300 shares @ $6.05; post-transaction 12,100 shares; direct ownership; Form 4 filed 2025-05-13.

Note: The proxy’s beneficial ownership table (as of July 2, 2025) reports 8,800 shares for Hoff, while Form 4 reported 12,100 post-transaction on May 13, 2025; the filings are at different dates and may reflect subsequent transactions or reporting scope differences.

Governance Assessment

Positives

• Independent director with relevant sector leadership and regulatory experience; serves on Audit and chairs Compensation, aligning background with oversight roles.
• Strong baseline governance posture: separated Chair/CEO roles, regular executive sessions, formal committee charters, updated Code, hedging prohibition, and a Dodd-Frank-compliant clawback policy.
• Attendance and engagement: Board/Bank Board met 13 times; no director fell below 75% attendance.

Potential Investor Concerns / Watch Items

• Compensation discretion: Committee awarded incentives despite not meeting the minimum net income threshold, which can raise pay-for-performance alignment questions; Hoff chaired Compensation during this period.
• Director ownership alignment: Proxy-record beneficial ownership for Hoff is modest in absolute terms; non-employee directors received no equity grants in FY2025, which may limit direct equity alignment vs. peers that grant RSUs/DSUs to directors.
• Related-party exposure: While aggregate insider/director loans were ~$1.7 million (ordinary-course terms, normal risk), no director-specific details were provided; continued monitoring is prudent.

Appendix: Director Committee Matrix (Hoff)

Appendix: Director Fee Structure (Context)