Nicole Sherman
About Nicole Sherman
President & CEO of Riverview Bancorp and Riverview Bank since July 1, 2024; age 54; over 30 years of banking leadership spanning retail/digital, commercial and wealth, and 11 M&A integrations; B.S. in Business Administration; long-time faculty member at Pacific Coast Banking School (PCBS) and 2023 PCBS Instructor of the Year . Early tenure performance shows: FY2025 net income of $4.9M, followed by quarterly improvements in NIM and earnings (Q2 FY2025: NI $1.6M, NIM 2.46%; Q1 FY2026: NI $1.2M, NIM 2.78%) as management implemented a three‑year strategic plan focused on sustainable growth and digital capabilities .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Utah First Credit Union | Chief Operating Officer | 2024 (Jan–Jun) | Senior operating leadership immediately prior to RVSB appointment . |
| Numerica Credit Union | Chief Operating Officer | 2020–2023 | Led operations; experience in scaling member growth and digital engagement . |
| Columbia Bank | EVP, Head of Retail Banking & Digital Integration, Small Business Lending | 2011–2020 | Ran large retail/digital and SMB lending platforms; change leadership across footprint . |
| AmericanWest Bank | EVP, Chief Banking Officer | ~7 years (prior to 2011) | Enterprise banking leadership; multi‑segment oversight . |
| Zions Bank | Various senior leadership roles | ~15 years (career start) | Built foundational leadership across banking functions . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Greater Vancouver Chamber | Director | Current | Regional business advocacy and growth ecosystem engagement . |
| Oregon Bankers Association | Director | Current | Industry policy and best practices leadership . |
| Pacific Coast Banking School (UW Foster) | Faculty (Instructor of the Year 2023) | Since 2003 | Executive education; pipeline development and industry influence . |
Fixed Compensation
| Component | FY2025 Amount | Notes |
|---|---|---|
| Base Salary (earned) | $318,750 | Partial year in role (appointed July 1, 2024) . |
| Base Salary (rate) | $425,000 | Per employment agreement; subject to annual review . |
| Signing Bonus | $100,000 | Earned pro‑rata over 12 months; repayable if <12 months service . |
| Board Fees | $24,000 | Paid in FY2025 as part of all other compensation . |
| Car/Phone Allowance | $5,400 | FY2025; plan provides $600/month . |
| ESOP/401(k)/Insurance | $9,786 | ESOP $8,688; life insurance $1,098 . |
Performance Compensation
Annual Incentive Plan (AIP) – Structure and FY2025 Outcomes
| Metric | Weight | Target | Outcome/Payout |
|---|---|---|---|
| Profitability | 30% | PTPPNI $7.8M | Not paid (minimum net income threshold missed; committee applied discretion overall) . |
| Deposit Growth | 25% | +3% | Not paid . |
| Asset Quality | 20% | Classified asset ratio 10% | Full payout (goal met) . |
| Personal Goals | 25% | Individual plans | Full payout (goal met) . |
- CEO target bonus opportunity: 40% of salary; committee may exercise discretion; maximum pool ≤20% of net income .
- FY2025 Non‑Equity Incentive Paid to Sherman: $127,720 .
Long‑Term Incentive (2017 Equity Incentive Plan)
| Award | Shares/Value | Vesting | Notes |
|---|---|---|---|
| Unvested RSUs/RS | 155,566 ($878,948 @ $5.65) | See schedules → | No stock options outstanding . |
| Grant 12/30/2024 | 5,534 | Ratable over 3 years beginning 7/10/2025 | Time‑based . |
| Grant (time‑based) | 24,902 | 50% on 7/10/2026; 50% on 7/10/2027 | Time‑based . |
| Initial CEO grant | 125,130 | Cliff vest on 7/10/2029 | Per employment agreement; Board‑approved . |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 160,516 shares; <1% of outstanding as of 7/2/2025 . |
| Unvested vs. Vested | 155,566 unvested as of 3/31/2025 (market value $878,948); options outstanding: none . |
| Ownership Guidelines | Not disclosed in proxy; ESOP participation noted . |
| Hedging/Pledging | Hedging by insiders prohibited per updated policy (12/1/2023); pledging not specifically disclosed . |
Employment Terms
| Provision | Terms |
|---|---|
| Role/Start/Term | President & CEO; effective 7/1/2024; employment agreement term through 7/1/2027 (renewable) . |
| Base Salary | $425,000; Board to review annually . |
| Annual Incentive | Eligible under AIP; CEO target 40% of salary . |
| Equity Grants | Annual grants valued at 40% of base; initial restricted stock 125,130 shares (5‑year cliff) . |
| Severance (non‑CIC) | 12 months base salary + 12 months COBRA equivalents + unpaid prior period incentive; one‑year non‑compete (non‑compete waived if terminations without cause/good reason/disability) . |
| Disability | Lump sum equal to 4 months salary + up to 12 months continued coverage . |
| Change‑in‑Control (CIC) | Double trigger: termination within 6 months prior–24 months post‑CIC. Benefits: 36 months base salary + 36 months target bonus; pro‑rated current‑year target bonus; unpaid prior incentive; 18 months benefits; 100% vesting; 280G cutback . |
| Clawback | Compensation Recovery Policy adopted 12/1/2023 per SEC/Nasdaq Rule 5608 . |
| Insider Trading | Pre‑clearance; trade only during open windows; policy covers related persons . |
Board Governance
- Board Service/Term: Appointed to Board 7/1/2024; elected by shareholders 8/28/2024 for term expiring 2027; re‑listed as continuing director in 2025 proxy .
- Committees: Executive; Technology .
- Independence/Leadership: Board separates Chair and CEO; seven of eight directors independent in 2025; Vice Chair serves as Lead when Chair absent .
- Board/Committee Meetings: 13 Board meetings in FY2025; directors regularly meet in executive session without CEO .
- Director Attendance: No director <75% attendance in FY2025 .
Director Compensation (Context; CEO excluded from this table)
| Director | FY2025 Cash Fees ($) |
|---|---|
| G. L. Nies | 73,100 |
| B. R. Wills | 53,300 |
| B. J. Carlson | 43,500 |
| P. W. Eby | 51,400 |
| S. A. Graham | 54,700 |
| V. Moreno | 47,500 |
| L. A. Hoff | 49,000 |
- Standard retainers: $20,000 annual; $1,000 per Board meeting; $300 per committee meeting/work session; committee chair $7,000; Vice Chair $5,000; Chair $20,000; RTC Board directorship $4,500 .
Performance & Track Record (during early tenure)
| Metric | Q2 FY2025 (Sep 30, 2024) | Q1 FY2026 (Jun 30, 2025) |
|---|---|---|
| Net Income ($) | $1.557M | $1.225M |
| Net Interest Margin (%) | 2.46 | 2.78 |
| Total Deposits ($B) | 1.237 | 1.210 |
| Uninsured Deposit Ratio (%) | 24.1 | 23.2 |
| Tangible Book Value/Share ($) | 6.33 | 6.43 |
| Capital (Total RBC, %) | 16.14 | 16.56 |
- CEO commentary emphasized improving performance post‑balance sheet restructuring (Mar 2024) and deposit growth initiatives; three‑year strategic plan launched to drive sustainable growth, digital capabilities, and data‑driven decisions .
Compensation Structure Analysis
- Cash/equity mix: FY2025 CEO pay included base, AIP ($127.7k) and equity ($896.1k grant‑date FASB ASC 718 value), indicating strong equity tilt and multi‑year vesting through 2029, aligning retention and LT value creation .
- Discretionary AIP use: Committee granted incentive despite missing minimum net income threshold ($5.1M vs $4.9M) to support leadership transition and retain key executives; payouts tied to asset quality and personal goals while profitability and deposit goals paid zero .
- Equity design: No options outstanding; time‑based RS vesting plus CEO’s 5‑year cliff grant build retention and reduce near‑term selling pressure; plan provides performance‑based awards structure and double‑trigger vesting on CIC .
- Peer benchmarking: Compensation framework references 23 similarly sized community banks ($1.0–$4.1B) and Milliman Northwest surveys; CEO AIP target at 40% is consistent with community bank practice .
- Clawback and hedging controls: SEC/Nasdaq‑compliant clawback adopted; hedging prohibited; pre‑clearance regime for trading .
Equity Ownership & Retention Pressure (Vesting Schedules)
| Date | Shares Vesting |
|---|---|
| 7/10/2025–7/10/2027 (ratable) | 5,534 (grant 12/30/2024) |
| 7/10/2026 | 50% of 24,902 |
| 7/10/2027 | 50% of 24,902 |
| 7/10/2029 | 125,130 (cliff) |
Implication: Largest vest in 2029; near‑term scheduled vests are modest relative to total unvested, reducing immediate selling pressure .
Related Party Transactions and Red Flags
- Related party lending complies with Regulation O; aggregate insider loans ~$1.7M at 3/31/2025; no preferential terms; Sherman's appointment 8‑K states no related party transactions with the Company .
- No stock option repricing; no tax gross‑ups disclosed; CIC includes 280G cutback .
Compensation Peer Group & Philosophy
- Peer approach: Community banks of $1.0–$4.1B assets; Milliman NW surveys used; annual benchmarking and grade midpoints reviewed; CEO target AIP 40% .
- Long‑term: 2017 Equity Plan with time‑ and performance‑based awards; performance shares historically tied to EPS; double‑trigger CIC vesting or non‑assumption by acquirer .
Say‑on‑Pay & Shareholder Feedback
| Year | Say‑on‑Pay For (%) | Notes |
|---|---|---|
| 2024 | 87.1 | Approved by shareholders (13.64M for; 1.28M against; 0.74M abstain) . |
Board Service History, Committees, and Dual‑Role Implications
- Sherman serves concurrently as CEO and Director; Board chair roles remain independent (Chair: Gerald Nies; Vice Chair: Bess Wills), which mitigates CEO/Chair concentration concerns .
- Committee roles (Executive, Technology) align with operational oversight while Audit, Nominating/Governance, and Personnel/Compensation remain independent, supporting governance quality .
- Board meets in executive session regularly outside CEO presence, preserving independent oversight .
Employment & Contracts (Restrictive Covenants)
- Non‑compete: One‑year post‑termination; not enforced if termination without cause/for good reason/disability; Washington‑specific thresholds and cure periods included .
- Arbitration and venue: WA law; arbitration for disputes; standard D&O indemnification and insurance .
Quantitative Summary – CEO FY2025 Compensation
| Component | Amount ($) |
|---|---|
| Salary | 318,750 |
| Bonus (signing) | 100,000 |
| Stock Awards (grant‑date value) | 896,060 |
| Non‑Equity Incentive Plan Comp | 127,720 |
| All Other Compensation | 39,186 |
| Total | 1,481,716 |
Investment Implications
- Alignment and retention: Significant unvested equity (including 125k shares cliff vesting 2029) plus 36‑month CIC multiple create strong retention but may increase potential CIC cost; double‑trigger mitigates windfall risk .
- Incentive design: Annual plan balanced across profitability, deposits, asset quality and personal goals; 2025 discretion to retain team amid leadership transition is a watchpoint for pay‑for‑performance purity, but zero payout on profit/deposits shows guardrails .
- Governance: Independent chair/committee structure, SEC‑compliant clawback, and hedging prohibition support governance quality; say‑on‑pay passed with 87% support .
- Execution risk: Early trend shows NIM lift and stable/declining uninsured deposit ratio; continued delivery on loan yield, deposit costs, and capital discipline will be key to value creation under Sherman’s three‑year plan .
All information above is sourced from Riverview’s SEC filings and press releases as cited.