Patricia Eby
About Patricia W. Eby
Independent director since 2019; age 73 as of March 31, 2025. Retired Certified Public Accountant with a B.S. in Accounting (Walla Walla College) and J.D. (Lewis & Clark Law School). Chair of the Board of Riverview Trust Company since 2022 and designated Audit Committee Financial Expert; known for extensive tax/accounting expertise and local market networks . The Board classifies Eby as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peterson & Associates P.S. (Vancouver, WA) | President & Sole Owner; CPA | Affiliated 41 years; retired Apr 2019; 19 years as President/owner | Led tax/accounting practice; deep financial and controls expertise leveraged on Audit Committee |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Riverview Trust Company | Chair of the Board | 2022–Present | Subsidiary oversight; governance continuity |
| Rotary; PeaceHealth Foundation; Free Clinic | Civic/Board Engagement | Ongoing | Community ties; reputational capital |
Board Governance
- Committee assignments: Audit Committee Chair; designated Audit Committee Financial Expert by the Board .
- Independence: Board determined seven of eight directors are independent, including Eby .
- Attendance: Board held 13 meetings in FY ended March 31, 2025; no director attended fewer than 75% of Board/committee meetings. Board regularly meets in executive session without the CEO .
- Risk oversight: Audit Committee meets in executive session with the independent auditor and Risk/Audit Manager; four meetings in FY2025. Clear internal and external audit processes and reporting to Board .
- Leadership structure: Separate Chair and CEO; Vice Chair role supports independent Board leadership .
Committee Membership Grid (FY2025)
| Committee | Patricia W. Eby | Notes |
|---|---|---|
| Audit | Chair | Financial reporting oversight; auditor independence |
| Nominating & Governance | Not listed for Eby | Committee independent; recommends Board leadership |
| Personnel/Compensation | Not listed for Eby | Independent; met six times; sets exec comp |
| Executive; Senior Loan; Technology | Not listed for Eby | — |
Fixed Compensation
| Director | Fees Earned or Paid in Cash ($) | Other Compensation ($) | Total ($) |
|---|---|---|---|
| Patricia W. Eby | 51,400 | — | 51,400 |
Director fee schedule (structure):
- Annual retainer: $20,000
- Board meeting fee: $1,000 per meeting
- Committee meeting/work session fee: $300 per meeting
- Committee chair retainer: $7,000
- Riverview Trust Company Board service: $4,500 annually
Implication: Eby’s compensation is cash-heavy with additional chair/Trust Board retainers, consistent with community bank practice and emphasizing service rather than at-risk equity .
Performance Compensation
- No performance-based compensation disclosed for non-employee directors in FY2025; the director compensation table shows cash fees only and no stock/option awards for directors .
Other Directorships & Interlocks
| Company | Role | Type | Notes |
|---|---|---|---|
| Riverview Trust Company | Chair of the Board | Subsidiary (non-public) | Internal interlock; enhances subsidiary oversight |
No other current public-company directorships disclosed for Eby; community/nonprofit engagements noted (Rotary, PeaceHealth Foundation, Free Clinic) .
Expertise & Qualifications
- CPA; Audit Committee Financial Expert designation .
- Tax/accounting specialization; local business relationships .
- Legal education (J.D.) supports governance and risk perspectives .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Patricia W. Eby | 26,400 | <1% (asterisk in proxy) | Includes 5,400 shares held by a family member |
| Shares Outstanding (record date) | 20,976,198 | — | Record date: July 2, 2025 |
Policies:
- Hedging prohibited for directors and executive officers; transactions that hedge/offset declines in RVSB equity disallowed .
Pledging and ownership guidelines:
- No pledging disclosure specific to directors beyond hedging prohibition; no explicit director stock ownership guidelines disclosed in the proxy .
Say-on-Pay & Shareholder Feedback
| Proposal (Aug 28, 2024 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote to approve executive compensation | 13,643,172 (87.1% of shares present) | 1,279,503 (8.2%) | 737,574 (4.7%) | — |
Signal: Strong say-on-pay support suggests investor confidence in overall compensation governance framework .
Related Party Transactions and Conflicts
- Aggregate loans to executive officers and directors: approximately $1.7 million as of March 31, 2025; made in ordinary course, on substantially the same terms as comparable public transactions, with normal risk features; all loans reported to the Board .
- Clawback: Compensation Recovery Policy adopted Dec 1, 2023 pursuant to SEC/Nasdaq rules (10D-1/Nasdaq 5608) for executive incentive compensation following restatements; administered by Personnel/Compensation Committee .
Governance Assessment
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Strengths:
- Audit chair with CPA/J.D. background and SEC “financial expert” designation enhances financial reporting oversight .
- Independent status and meaningful attendance record support board effectiveness .
- Robust audit processes: independent auditor oversight; executive-session practice with auditor and risk manager .
- Hedging prohibition aligns director incentives with shareholders .
-
Watch items:
- Director comp is primarily cash; no disclosed director equity grants in FY2025, which may limit long-term alignment versus equity-based retainers common at larger peers .
- Compensation Committee exercised discretion to pay executive incentives despite missing minimum net income threshold (actual $4.9m vs. $5.1m minimum); payouts were awarded for asset quality and personal goals, with no payout for profitability/deposit growth categories. This discretion could raise pay-for-performance scrutiny, though Eby does not serve on the Compensation Committee .
-
RED FLAGS:
- None directly involving Eby identified in the proxy (no related-party transactions specific to her; no attendance shortfalls; no hedging permitted) .
- Monitor future disclosures for any director pledging, changes in director equity practices, or auditor independence issues (Audit Committee oversees all non-audit services and approved 100% of services in FY2025) .
Overall, Eby’s profile shows strong audit governance credentials and independence, with cash-based director compensation consistent with RVSB’s size and practices. Key investor considerations are continued audit rigor and evolving alignment through potential director equity policy improvements .