Valerie Moreno
About Valerie Moreno
Valerie Moreno (age 57 as of March 31, 2025) is an independent director of Riverview Bancorp, Inc. (RVSB), first elected in 2021; her term runs to 2028 assuming reelection . She is CIO and CISO at Reed College (since Feb 2022) with prior CIO/CISO roles at Clark College and IT leadership at Portland Community College, Northwestern University, AT&T, and Qwest, bringing deep technology and cybersecurity expertise to RVSB’s board . The Board reports that seven of eight directors are independent, including Moreno, and it held 13 regular meetings in FY ended March 31, 2025 with no director attending fewer than 75% of meetings; the Board regularly meets in executive session .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Reed College | Chief Information Officer & Chief Information Security Officer | Feb 2022–present | Leads IT services, strategic planning, and security policies/standards |
| Clark College | CIO/CISO | Jan 2018–Feb 2022 | CIO/CISO liaison to WA State Community & Technical College system; CISO lead for IT Security Council for all 34 colleges |
| Portland Community College | Director of IT Services | May 2015–Jan 2018 | IT services leadership |
| Northwestern University; AT&T; Qwest | Various technology roles | Prior to 2015 | Telecom and university IT experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Centro Cultural (Portland) | Board member (prior) | Not disclosed | Non-profit serving Latino community |
| Chicago Women in Trades | Board member (prior) | Not disclosed | Non-profit engagement |
| Girls in the Game | Board member (prior) | Not disclosed | Youth-focused non-profit |
| PCC Foundation; Youth Job Center; Hispanic Bell Management Association | Connections/engagement | Not disclosed | Prior involvement/affiliations |
Board Governance
- Committee assignments: Personnel/Compensation (member) and Technology (Chair); not on Executive, Audit, Senior Loan, or Nominating committees .
- Independence: Moreno is one of seven independent directors (of eight total) under NASDAQ rules .
- Attendance and engagement: Board held 13 regular meetings at Riverview and 13 at the Bank; no director attended fewer than 75% of board/committee meetings; executive sessions occur regularly .
- Committee activity: Personnel/Compensation met six times; Audit met four times; Nominating & Governance met four times; Technology met three times; Senior Loan met 22 times .
Fixed Compensation
| Item | Amount | Source/Notes |
|---|---|---|
| FY2025 Fees Earned (cash) – Valerie Moreno | $47,500 | Directors’ compensation table |
| Annual director retainer | $20,000 | Standard fee structure |
| Board meeting fee (each) | $1,000 | Standard fee structure |
| Committee meeting/work session fee (each) | $300 | Standard fee structure |
| Riverview Trust Company board director fee (annual) | $4,500 | Standard fee structure |
| Committee Chair retainer (annual) | $7,000 | Standard fee structure; Moreno chairs Technology |
| Chairman retainer (annual) | $20,000 | Standard fee structure |
| Vice-Chairman retainer (annual) | $5,000 | Standard fee structure |
The proxy reports only cash fees for directors; no “All Other Compensation” for Moreno in FY2025 .
Performance Compensation
| Component | Status | Source |
|---|---|---|
| Equity grants to directors (RSUs/Options/DSUs) | None disclosed for directors in FY2025 | Directors’ compensation shows only cash fees |
| Performance metrics tied to director pay | None disclosed | Proxy describes executive incentive metrics; no director metrics |
Other Directorships & Interlocks
| Category | Details | Source |
|---|---|---|
| Current public company boards | None disclosed | Biography and proxy disclosures do not list public company directorships |
| Non-profit boards (prior) | Centro Cultural; Chicago Women in Trades; Girls in the Game | |
| Potential interlocks (competitors/suppliers/customers) | None disclosed | No related-party involvement disclosed for Moreno |
Expertise & Qualifications
- Technology and cybersecurity: CIO/CISO experience; board Technology Committee Chair; “Technology” skill highlighted in director skills matrix .
- Governance and leadership: Skills matrix reflects governance and leadership strengths across board; Moreno contributes technology risk oversight in a regulated banking environment .
- Education: Bachelor of Science, DeVry University (Network and Communication Management) .
Equity Ownership
| Metric | Value | Source/Notes |
|---|---|---|
| Shares beneficially owned | 10,150 | Beneficial ownership table |
| % of shares outstanding | <1% | As disclosed; 20,976,198 shares outstanding on July 2, 2025 |
| Options held (exercisable/unexercisable) | Not disclosed for directors | Directors’ compensation shows only cash; no director options disclosed |
| RSUs/DSUs (vested/unvested) | Not disclosed for directors | No director equity awards disclosed |
| Shares pledged as collateral | Not disclosed | No pledging disclosure; company hedging policy prohibits hedging by insiders |
| Trading/hedging policy | Pre-clear trades; open window only; hedging prohibited | Insider trading & hedging policies |
Say‑on‑Pay & Shareholder Feedback
| Meeting Date | Proposal | For | Against | Abstain | Broker Non‑Vote | Outcome |
|---|---|---|---|---|---|---|
| Aug 28, 2024 | Advisory vote to approve executive compensation | 13,643,172 (87.1%) | 1,279,503 (8.2%) | 737,574 (4.7%) | — | Approved |
2025 annual meeting results not yet shown in available 8‑Ks; 2025 proxy solicited say‑on‑pay .
Governance Assessment
- Independence and alignment: Moreno is independent, attends meetings, and leads the Technology Committee—aligned with her CIO/CISO background, bolstering cyber and tech oversight, a material risk area for banks .
- Ownership alignment: Direct ownership of 10,150 shares enhances alignment, though directors receive cash-only compensation and no disclosed equity grants; hedging is prohibited, reducing misalignment risks .
- Committee effectiveness: Personnel/Compensation Committee is independent and active (six meetings); Technology Committee met three times, providing structured oversight of IT strategy and cybersecurity .
- Shareholder sentiment: Prior say‑on‑pay support at 87.1% suggests acceptable pay practices; monitor 2025 outcomes when filed .
- Yellow flag to monitor: Compensation Committee exercised discretion to award executive incentive pay despite Riverview missing the minimum net income threshold for FY2025 ($4.9m vs $5.1m), citing leadership transition, asset quality and personal goal achievement—investors may wish to monitor consistency of pay‑for‑performance in subsequent years .
Committee Map (Director‑Specific)
| Committee | Role | FY2025 Activity |
|---|---|---|
| Personnel/Compensation | Member | 6 meetings; independent committee; approves executive compensation and reviews succession plans |
| Technology | Chair | 3 meetings; oversees IT strategy and cybersecurity |
| Executive; Audit; Nominating & Governance; Senior Loan | Not a member | See committee composition table |
Related‑Party Transactions and Conflicts
- Loans to insiders: Aggregate loans to executives/directors ~$1.7m as of March 31, 2025—made on market terms under standard approval processes; no unfavorable features; specific loans to Moreno are not disclosed .
- Hedging: Prohibited under insider trading policy; pledging not specifically addressed in proxy disclosures .
- Clawback: Compensation Recovery Policy (effective Dec 1, 2023) applies to current/former executive officers, administered by the Personnel/Compensation Committee .
Director Compensation Structure Analysis
- Cash‑heavy compensation for directors (retainer and meeting/chair fees) with no disclosed equity component may limit long‑term alignment versus equity‑mix programs; however, personal share ownership provides some alignment .
- No meeting‑fee anomalies or unusual perquisites disclosed for directors in FY2025 .
Other Notes
- Board leadership is separated (Chairman and CEO) with a Vice Chair; directors can communicate via the Corporate Secretary; the Board maintains robust governance policies and regularly evaluates risk management .