George Carter
About George W. Carter
Independent director of SB Financial Group (SBFG) since 2013; age 65 with 34+ years in the utility industry and 23+ years in executive leadership, including as President & CEO of Paulding Putnam Electric Cooperative (retired; served since 2005) and previously 12 years as Director of Finance & Administration at a utility . He chairs SBFG’s Compensation Committee and serves on the Audit Committee and the Board Risk Management Committee; at the bank level he is on State Bank’s Executive Loan Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paulding Putnam Electric Cooperative | President & Chief Executive Officer | 2005–recently retired | Led regional electric utility operations and strategy |
| (Utility – not named) | Director of Finance & Administration | 12 years prior to CEO role | Financial stewardship and administration oversight |
| United Way of Paulding County | Board Member; Past President | Prior service (dates not disclosed) | Community leadership |
| Regional Growth Partnership, Toledo, OH | Board Member | Prior service (dates not disclosed) | Regional economic development |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Buckeye Power Inc. (electric generation cooperative) | Director | Current | Formerly served on executive and audit committees |
| United Utility Supply (materials supply company) | Director | Current | Director |
| Paulding County Economic Development | Board Member | Current | Community/economic development |
| Paulding Community Improvement Corporation (CIC) | President | Current | Local development leadership |
| SBFG Paulding County Advisory Board (liaison) | Board Liaison | Current | Board liaison responsibilities |
Board Governance
| Committee | Assignment | 2024 Meetings |
|---|---|---|
| Compensation | Chair | 3 |
| Audit | Member | 4 |
| Risk Management | Member | 2 |
| Governance & Nominating | Not a member | 3 |
| Loan Review (Board) | Not a member | 4 |
| Executive Loan Committee (State Bank) | Member | Not disclosed in proxy |
- Independence: The Board affirmatively determined Carter is independent under NASDAQ Rule 5605(a)(2) .
- Attendance: Each director attended 75% or more of aggregate Board and committee meetings in 2024; the Board met 15 times (12 regular) and all directors attended the April 17, 2024 annual meeting .
- Board leadership: CEO/Chair roles are combined with a Lead Independent Director structure; oversight of enterprise risk is distributed across committees (Audit, Risk, Compensation) .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| SBFG Director Fees | 24,816 | Annual cash retainer covers 12 board meetings (incl. two full-day sessions), two committee appointments, four meetings per committee, and Advisory Board representation . |
| State Bank Director Fees | 19,040 | Cash compensation for bank board service . |
| Committee Chair Retainer | 3,500 | Additional annual cash retainer for committee chairs (Carter is Compensation Chair) . |
| Lead Independent Director Premium | — | Not applicable to Carter (held by R. Hardgrove; $20,000 policy detail) . |
Performance Compensation
| Award Type | Shares | Grant Date | Grant-Date Fair Value ($) | Vesting | Vesting Price | Performance Metrics |
|---|---|---|---|---|---|---|
| Restricted Shares (time-based) | 1,528 | Feb 5, 2024 | 24,005 | 100% on Aug 5, 2024 | 16.24 | None; time-based vesting (no performance conditions); equity used to align directors with shareholders . |
- Program design and benchmarking: Director pay reviewed by Blanchard Consulting Group in 2022; findings used in 2024 decisions; pay positioned above 50th percentile of peers with slight cash and equity adjustments; new study planned for 2025 .
- Equity plan: Awards granted under the 2017 Stock Incentive Plan; no outstanding stock options remain under prior plan .
Other Directorships & Interlocks
- Public company directorships: None disclosed in Carter’s biography (roles cited are cooperatives or private entities) .
- Compensation Committee interlocks: None. Committee comprises independent directors (Carter, Hardgrove, Kissner, Martin); no members are present/past officers; during 2024–2025 no executive officer of SBFG served on another entity’s board/comp committee where an executive served on SBFG’s Board .
Expertise & Qualifications
- 34+ years utility sector experience; 23+ years in executive leadership, including long-tenured CEO role at a regional electric cooperative .
- Deep finance/administration background (12 years as Director of Finance & Administration) .
- Governance leadership: Chair of Compensation Committee; member of Audit and Risk, supporting oversight of executive pay, audit independence, and enterprise risk .
- Community and economic development leadership across multiple regional organizations .
Equity Ownership
| Metric | Value |
|---|---|
| Common shares beneficially owned | 18,778 |
| Percent of common shares outstanding | <1% (per proxy note) |
| Stock ownership guidelines | 10,000 shares minimum within 5 years for directors/executives |
| Compliance with guidelines | All directors/executives are in compliance |
| Hedging/pledging policy | Insider Trading Policy prohibits hedging and purchasing on margin; directors must trade only in open windows (with preclearance) |
| 2024 director equity vesting | 1,528 restricted shares vested Aug 5, 2024 (time-based) |
Related-Party and Conflicts Review
- Ordinary-course banking: Directors, executives, and related parties had ordinary-course banking transactions (including loans) with State Bank during 2023–2024 at substantially the same terms as non-affiliates; subject to Regulation O, standard underwriting, and Board approval; all loans performing; no unfavorable features noted .
- Independence determination explicitly considered related-party transactions; Carter remains classified independent under NASDAQ rules .
Governance Assessment
-
Strengths
- Independent director with meaningful sector leadership and finance background; committee leadership across Compensation, Audit, and Risk enhances oversight effectiveness .
- Strong engagement: Board met 15 times (12 regular) in 2024; all directors met the ≥75% attendance threshold and attended the annual meeting .
- No compensation committee interlocks; committee composed entirely of independent directors; supports objective pay governance .
- Ownership alignment: Holds 18,778 shares and meets the company’s 10,000-share ownership guideline; anti-hedging/margin policy reduces misalignment risk .
-
Watch items
- Combined CEO/Chair structure persists; mitigated by an active Lead Independent Director and regular executive sessions, but investors may continue to monitor board independence dynamics .
- Insider banking relationships exist but are conducted at market terms under Regulation O and are performing; continue to monitor for any deviations from policy or concentration risks .
- Director pay positioned above 50th percentile of peers; committee plans periodic reviews; continue monitoring for pay inflation or misalignment, though current equity awards are modest and time-based .