Gaylyn Finn
About Gaylyn J. Finn
Independent director of SB Financial Group (SBFG) and The State Bank since 2010; age 76; term expires in 2026. Former Treasurer and Associate VP for Finance at Bowling Green State University (retired 2008), with prior experience as a corporate controller and at a large public accounting firm; CPA certificate holder (inactive). Designated “audit committee financial expert” under SEC rules and currently chairs SBFG’s Audit Committee; also serves on the Board’s Loan Review Committee. Attendance: each director (including Finn) attended at least 75% of Board and committee meetings in 2024; the Board met 15 times in 2024, and all incumbent directors attended the April 17, 2024 annual meeting. Independence: Board affirmatively determined Finn is independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure/Dates | Committees / Impact |
|---|---|---|---|
| Bowling Green State University | Treasurer & Associate VP for Finance | Until 2008 | Responsible for receipts, disbursement, financial reporting, investing, and risk management functions |
| Corporate controller (undisclosed company) | Controller | 7 years (prior to 2008) | Financial leadership role |
| Large public accounting firm | Professional (CPA; inactive credential) | Early career | Foundation in public accounting |
| Wood County Hospital | Trustee; Board Chair | Chair in 2014–2015 | Board leadership in community healthcare governance |
External Roles
| Organization | Role | Tenure/Dates | Notes |
|---|---|---|---|
| The Cocoon Shelter | Finance Committee Member | Ongoing (as disclosed) | Non-profit governance and finance oversight |
| Wood County Senior Center | TaxAide Volunteer | Ongoing (as disclosed) | Community service in tax assistance |
Board Governance
- Committee assignments: Chair, Audit Committee; Member, Loan Review Committee. Board liaison to the Bowling Green and Fulton County Advisory Boards.
- Audit committee expertise: Board-designated “audit committee financial expert.”
- Independence: Independent under NASDAQ 5605(a)(2).
- Attendance and engagement: Board met 15 times in 2024; each director attended ≥75% of Board and committee meetings; all incumbent directors/nominees attended the April 17, 2024 annual meeting.
- Governance structure: Lead Independent Director in place; independent executive sessions conducted as appropriate.
- Risk oversight: Risk oversight distributed across committees; Finn’s Audit and Loan Review roles situate him at the core of financial reporting and credit quality oversight.
- Policies supporting governance: Clawback policy adopted in 2024; stock ownership guidelines; anti-hedging policy in effect.
Fixed Compensation
| Component (Director) | Amount | Source/Notes |
|---|---|---|
| Annual cash retainer (policy, 2024) | $36,570 | Paid in 12 monthly installments; covers Board and two standing committee appointments |
| Committee chair retainer (policy) | $3,500 (per chair) | Additional annual cash; Audit Committee financial expert receives $6,000 instead of standard chair retainer |
| Lead Independent Director retainer (policy) | $20,000 | Not applicable to Finn (held by Hardgrove) |
| 2024 Cash fees paid to Finn – SBFG | $30,816 | Director Compensation Table (SBFG portion) |
| 2024 Cash fees paid to Finn – State Bank | $18,449 | Director Compensation Table (State Bank portion) |
| 2024 Total cash fees to Finn (SBFG + Bank) | $49,265 | Sum of $30,816 and $18,449; components cited above |
Notes:
- Director cash program reflects peer benchmarking review by Blanchard Consulting Group; 2024 involved slight changes to director compensation.
Performance Compensation
- SBFG uses time-based restricted share grants for directors; no performance metrics are tied to director equity awards.
| Grant Type | Grant Date | Shares | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Shares (Director equity award) | Feb 5, 2024 | 1,528 | $15.71 | $24,005 | Fully vested Aug 5, 2024 at $16.24 |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Finn in the proxy |
| Prior public company boards | None disclosed for Finn |
| Interlocks (compensation committees) | Company disclosed no compensation committee interlocks; all comp committee members independent (applies at company level) |
Expertise & Qualifications
- Financial and risk management expertise; extensive oversight of financial reporting, investing and risk functions at BGSU; CPA (inactive); designated audit committee financial expert.
- Loan Review Committee service enhances credit quality oversight.
Equity Ownership
| Measure | Value | Source |
|---|---|---|
| Beneficial ownership (Finn) | 22,955 shares | Director ownership table |
| Shares outstanding (Record Date) | 6,534,918 | Record Date disclosure |
| Ownership as % of outstanding | ~0.35% | Calculated from 22,955 / 6,534,918 using cited figures |
| Director stock ownership guideline | 10,000 shares minimum within 5 years | Company guidelines |
| Compliance with guideline | All directors in compliance (includes Finn) | Company disclosure |
Governance Assessment
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Strengths
- Independent audit chair with SEC “financial expert” designation—supports credible oversight of financial reporting and auditor independence.
- Clear independence determination and active committee service (Audit Chair; Loan Review).
- Solid engagement: ≥75% attendance, with structured committee cadence (Audit 4; Loan Review 4 meetings in 2024).
- Alignment mechanisms: mandatory director stock ownership (met), anti-hedging policy, and enterprise-wide clawback adoption in 2024.
- Director equity grants enhance shareholder alignment (time-based RS).
-
Potential Risks/Red Flags
- None material disclosed specific to Finn. Related-party banking relationships for directors are permitted but must be at market terms; company states such loans are ordinary-course, on substantially the same terms as non-affiliates, with normal risk and no unfavorable features.
- No indication of hedging, pledging, or attendance shortfalls; Section 16 compliance generally timely for directors.
-
Compensation Mix Signal (2024)
- Finn’s 2024 mix: cash fees ~$49.3k and equity ~$24.0k (about two-thirds cash, one-third equity), consistent with peer-informed design and pay-for-service model for non-employee directors.
-
Broader Governance Context
- Say-on-pay support was 95.09% at the 2024 meeting, signaling shareholder confidence in compensation governance (company-level indicator).
Overall, Finn’s profile—long-tenured independent director with deep finance credentials, Audit Chair and SEC financial expert status, consistent meeting engagement, and meaningful share ownership—supports board effectiveness and investor confidence with no director-specific governance red flags disclosed.