Stacey Graham
About Stacey A. Graham
Independent director of Riverview Bancorp, Inc. since 2020; age 73 as of March 31, 2025; current term expires in 2027. Background spans community banking strategy, nonprofit leadership, and merger integration, including EVP & Chief Strategy Officer at First Independent Bank (2005–2012) and SVP, Merger Integration at Sterling Savings Bank in 2012; founder of What’s Next? Strategies (Jan 2020); interim President/CEO of The Historic Trust (Mar 2021–Jan 2022); President of Humane Society for Southwest Washington (2013–2020) . The Board has determined she is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| First Independent Bank | Executive Vice President & Chief Strategy Officer | 2005–2012 | Led strategy; bank acquired by Sterling Savings Bank in 2012 . |
| Sterling Savings Bank | Senior Vice President, Merger Integration Officer | Through end of 2012 | Managed integration post-acquisition . |
| Humane Society for Southwest Washington | President | 2013–2020 | Nonprofit leadership; recognized with Iris Award (2019) . |
| The Historic Trust | Interim President & CEO | Mar 2021–Jan 2022 | Interim nonprofit leadership . |
| What’s Next? Strategies | Owner (consulting) | Jan 2020–present | Strategic, business, marketing, fundraising counsel to nonprofits . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LightHouse Community Credit Union | Director | Jun 2017–Nov 2020 | Credit union board service . |
| YWCA of Clark County; Nonprofit Network of Southwest Washington; Northwest Pilot Project; Friends of the Family; Marion County Red Cross; Children First for Oregon | Board/Volunteer roles | Various | Extensive civic/community involvement; Iris Award (2019) . |
| Public company boards | None disclosed | — | No other public company directorships disclosed in proxy . |
Board Governance
- Board meetings held: 13 (Riverview) and 13 (Bank) in FY ended March 31, 2025; the Board regularly meets in executive session; no director attended fewer than 75% of Board and committee meetings .
- Independence: Seven of eight directors are independent; Graham is independent .
- Leadership: Chair and CEO split; Vice Chair role held by Bess Wills .
| Committee | Graham’s Role | Meeting Count (FY25) | Independence/Notes |
|---|---|---|---|
| Nominating & Governance | Member | 4 | Committee members are independent; oversees board structure, nominations, and reviews director compensation . |
| Senior Loan | Member | 22 | Reviews/approves lending relationships >$5M; includes rotating independent director; co-chaired by Chief Credit Officer (non-voting) . |
| Technology | Member | 3 | Reviews IT strategy, cybersecurity; includes CEO and executives . |
Fixed Compensation
Director compensation is cash-based with retainer and meeting fees; no equity awards disclosed for directors.
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $56,700 | $54,700 |
- Fee structure: Annual retainer $20,000; $1,000 per Board meeting; $300 per committee meeting/work session; $4,500 annually for serving on Riverview Trust Company board; Chair retainers: Board Chair $20,000, Vice Chair $5,000, Committee Chairs $7,000 .
Performance Compensation
- No performance-based director compensation (no stock awards, option awards, or non-equity incentive comp for directors disclosed) .
Other Directorships & Interlocks
- No public company interlocks disclosed; prior credit union board and multiple nonprofit boards (non-issuer entities) .
Expertise & Qualifications
- Community banking strategy, marketing, and M&A integration experience; extensive nonprofit leadership and regional civic involvement; Iris Award (2019) .
- Board matrix lists Graham with professional standing, civic involvement, leadership, finance, marketing, human resources, and governance skills .
Equity Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned | 9,150 |
| Shares Outstanding (Record Date) | 20,976,198 |
| Ownership % of Shares Outstanding | ~0.04% (9,150 / 20,976,198) |
| Options / Derivatives | None disclosed for directors in 2024; 2025 director table shows cash only |
| Hedging/Pledging | Hedging transactions prohibited by insider trading policy; pledging not specifically addressed in proxy; directors must pre-clear trades and observe trading windows |
Say-on-Pay & Shareholder Feedback
| Item | Votes For | Votes Against | Abstain | Broker Non-Votes | Notes |
|---|---|---|---|---|---|
| Advisory vote on NEO compensation (2024 AGM) | 13,643,172 (87.1%) | 1,279,503 (8.2%) | 737,574 (4.7%) | — | Approved . |
| Director Election (Aug 28, 2024) | For | Withheld | % For of Shares Present |
|---|---|---|---|
| Stacey A. Graham | 14,625,518 | 1,034,731 | 93.39% |
Compensation Committee Analysis
- Personnel/Compensation Committee: all members independent; Chair Larry A. Hoff; met six times in FY25 .
- Use of consultants: Committee may utilize compensation consultants to remain competitive; surveys used for peer comparisons in executive pay (banks $1–$4.1B assets; Milliman regional surveys) .
- Discretionary awards: Despite FY25 net income below the minimum threshold ($4.9M vs $5.1M), Committee exercised discretion to award executive incentive compensation due to leadership transition and achievement of asset quality and personal goals; capped by plan constraints (no payout on profitability and deposit growth) .
Related Party Transactions & Policies
- Aggregate loans to executive officers and directors approximately $1.7 million at March 31, 2025; made on market terms, with standard approval/review; all loans reported to the Board .
- Compensation recovery (clawback) policy adopted Dec 1, 2023 per SEC/Nasdaq rules; applies to current/former executive officers; administered by Personnel/Compensation Committee .
- Code of Conduct revised May 22, 2024; applies to directors/officers .
- Insider trading policy: prohibits hedging; requires pre-clearance and trading only in open windows .
Governance Assessment
- Strengths: Independent director; active committee membership (N&G, Senior Loan, Technology); strong engagement (Board exec sessions; adequate attendance); robust governance framework (code of conduct, clawback, hedging prohibition); high shareholder support in 2024 for her election and say-on-pay .
- Alignment considerations: Personal ownership is modest (~0.04% of outstanding shares); directors appear compensated primarily in cash with no disclosed equity grants, which reduces dilution but may lessen long-term equity alignment .
- Watch items: Compensation Committee’s discretionary payout to executives despite missing profitability/deposit targets—contextualized by leadership transition—signals retention priority but may draw scrutiny from performance-first investors . No director-specific related-party transactions identified; aggregate insider loans monitored per policy .