Richard Hardgrove
About Richard L. Hardgrove
Richard L. Hardgrove, age 86, is Lead Independent Director of SB Financial Group, Inc. and The State Bank and Trust Company; he has served on the Board since 2004 and brings over 50 years of banking and financial institution leadership, including CEO roles and regulatory experience as Deputy Superintendent of Banks for the State of Ohio . He is affirmed as an independent director under NASDAQ Rule 5605(a)(2) and leads executive sessions while acting as liaison between the Board and management, approving Board agendas, and leading the annual evaluation of the Chairman/CEO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Three different banks (assets $500M–$5B) | Chief Executive Officer | Not disclosed | Led institutions through successful mergers |
| Bank holding company | Chief Executive Officer | 16 years | Led holding company; M&A execution |
| State of Ohio (Banking Regulator) | Deputy Superintendent of Banks | Not disclosed | Regulatory oversight; governance credibility |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SBFG Columbus Advisory Board | Board Liaison | Current | Community and market engagement; information flow to Board |
Board Governance
- Independence: Board determined Hardgrove is independent; SBFG maintains a majority-independent Board .
- Lead Independent Director responsibilities: Liaison to management; approves Board agendas; leads Chairman/CEO evaluation; chairs executive sessions .
- Committee assignments (2024): Compensation Committee member; Governance & Nominating Committee member .
- Board/committee activity: Board met 15 times in 2024 (12 regular); each director attended ≥75% of Board and applicable committee meetings; all incumbent directors attended the April 17, 2024 annual meeting .
- Committee meeting counts (2024): Audit (4), Compensation (3), Governance & Nominating (3), Risk Management (2), Loan Review (4) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| SBFG Director Fees (2024) | $41,816 | Cash retainer and meeting/committee coverage |
| State Bank Director Fees (2024) | $18,884 | Service on bank subsidiary board |
| Lead Independent Director Retainer | $20,000 | Annual cash, incremental for LID role |
| Standard Non-Employee Director Annual Cash Retainer | $36,570 | Paid monthly at $3,047.50 |
| Committee Chair Fees | $3,500 (standard), $6,000 for Audit Committee “financial expert” | LID is not a committee chair; Audit expert fee applies to Gaylyn J. Finn |
Performance Compensation
| Grant Type | Grant Date | Shares Granted | Grant-Date Price | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Restricted Shares (Directors) | Feb 5, 2024 | 1,528 | $15.71 | $24,005 | Fully vested Aug 5, 2024 at $16.24 |
- Structure: Director equity awards are time-based for alignment; no performance metrics disclosed for director grants .
- Consultant benchmarking: Blanchard Consulting Group (BCG) study indicated director pay competitive (above 50th percentile of peers); updates planned in 2025 .
Other Directorships & Interlocks
- Current public company boards: None disclosed beyond SBFG and State Bank .
- Interlocks: No compensation committee interlocks noted; the Compensation Committee (of which Hardgrove is a member) comprises independent directors, and no SBFG executive served on other entities’ boards/comp committees with reciprocal ties in 2024–2025 .
Expertise & Qualifications
- Domain expertise: Finance, banking operations, credit and M&A; multi-decade CEO experience; regulatory leadership background .
- Board leadership: Lead Independent Director; governance oversight and executive session leadership .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Richard L. Hardgrove | 14,915 | <1% | Percent implied by footnote; SBFG outstanding shares: 6,534,918 on record date |
| Ownership Guideline | 10,000 shares minimum | – | Directors required to own ≥10,000 shares within five years; all directors are in compliance |
| Pledging/Hedging | Prohibited | – | Insider Trading Policy bans hedging, margin purchases, puts/calls, short-term trading |
| Unvested/Deferred | Not disclosed | – | 2024 director RS fully vested Aug 5, 2024 |
Governance Assessment
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Positives:
- Independence and leadership: Hardgrove is independent and serves as Lead Independent Director with explicit governance duties that strengthen oversight and Board effectiveness .
- Attendance and engagement: Board met 15 times; directors (including Hardgrove) met the ≥75% attendance threshold; all directors present at 2024 annual meeting, indicating engagement .
- Alignment mechanisms: Director equity grants; stock ownership guideline compliance; anti-hedging policy enhances alignment with shareholders .
- Compensation governance: Use of independent consultant (BCG) for periodic benchmarking; director pay structure blends cash retainer with equity, with incremental LID retainer recognizing added responsibilities .
-
Potential risks/considerations:
- Related-party exposure typical of community banks: Directors/officers and their related entities had banking transactions (including loans) with State Bank; Company discloses compliance with Regulation O, normal market terms, and no unfavorable features (mitigated by policy and Board approvals) .
- Age/succession: At 86, continuity planning for LID role is a consideration for long-term governance resiliency (no specific disclosure beyond age and role) .
- Executive sessions frequency: “As appropriate” rather than quantified cadence; mitigated by LID-led sessions and majority-independent Board .
-
Red flags:
- None disclosed specific to Hardgrove regarding related-party transactions outside ordinary course, pledging/hedging, delinquent Section 16 filings, or option repricing .
Appendix: Committee Memberships (2024)
| Committee | Role |
|---|---|
| Compensation | Member |
| Governance & Nominating | Member |
| Lead Independent Director | Board leadership role; executive sessions chair |