Rita Kissner
About Rita A. Kissner
Rita A. Kissner (age 79) is an independent director of SB Financial Group (SBFG) and The State Bank and Trust Company, serving since 2004; her current board term expires in 2026 . She brings finance and local-government leadership experience, having served as Mayor of Defiance (OH), finance director and auditor, and as former Main Street Director of the Defiance Development and Visitors Bureau; she is also a trustee and past Board Chair of Defiance College . Kissner currently chairs the Trust and Investment Review Committee and serves on the Audit and Compensation Committees; she is also the board liaison to the Defiance County Advisory Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Defiance (Ohio) | Mayor | Not disclosed | Local government leadership |
| City of Defiance (Ohio) | Finance Director and Auditor | Not disclosed | Financial oversight in local government |
| Defiance Development & Visitors Bureau | Main Street Director | Not disclosed | Community/economic development leadership |
External Roles
| Organization | Role | Type | Notes |
|---|---|---|---|
| Defiance College | Trustee; Past Board Chair | Non-profit/Academic | Current trustee and past Board Chair |
- The proxy biography does not list any other public company directorships for Ms. Kissner .
Board Governance
- Independence: The Board affirmatively determined Kissner is independent under NASDAQ Rule 5605(a)(2) .
- Attendance/engagement: Board met 15 times in 2024; each director attended ≥75% of aggregate Board and committee meetings; all directors/nominees attended the April 17, 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session as appropriate .
- Lead Independent Director: Richard L. Hardgrove (not Kissner) .
| Committee (2024) | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Audit Committee | Member | 4 | Listed on Audit Committee Report with signatories (Chair: Gaylyn J. Finn) |
| Compensation Committee | Member | 3 | Committee comprised solely of independent directors |
| Trust & Investment Review Committee | Chair | Not disclosed | Committee referenced in director bios (Bank-level) |
Fixed Compensation (Director)
| Component (FY2024) | Amount (USD) |
|---|---|
| SBFG Director Fees | $21,316 |
| State Bank Director Fees | $20,334 |
| Total Cash | $41,650 |
| Total Compensation (incl. equity) | $65,655 |
- Program structure (FY2024): Non-employee directors receive an annual cash retainer of $36,570; committee chairs receive +$3,500; the Audit Committee “financial expert” receives +$6,000; the Lead Independent Director receives +$20,000 .
- Consultant review: Independent consultant BCG reviewed director pay (market >50th percentile); modest cash and equity changes from 2022→2024; plan to engage BCG again in 2025 .
Performance Compensation (Director Equity)
| Grant/Action | Grant Date | Shares | Grant-Date Value/Fair Value | Vesting | Vest Price/Notes |
|---|---|---|---|---|---|
| Restricted Shares (annual grant) | Feb 5, 2024 | 1,528 | $24,005 (ASC 718) | Vested Aug 5, 2024 | $16.24 vest price |
| Restricted Shares (Form 4) | Feb 5, 2025 | 1,024 | Not disclosed (reported as award) | Not disclosed | Post-ownership 22,577; SEC Form 4: https://www.sec.gov/Archives/edgar/data/767405/000130314225000001/0001303142-25-000001-index.htm |
| Restricted Shares (Form 4) | Feb 3, 2023 | 1,392 | Reported price $16.52 | Not disclosed | Post-ownership 19,680; SEC Form 4: https://www.sec.gov/Archives/edgar/data/767405/000130314223000001/0001303142-23-000001-index.htm |
Performance-metric design (directors):
- Director equity grants are restricted shares with time-based vesting; no performance metrics disclosed for director equity awards .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. 2023–2024 Compensation Committee members (George W. Carter – Chair, Richard L. Hardgrove, Rita A. Kissner, William G. Martin) were independent; no interlocks/insider participation disclosed .
Expertise & Qualifications
- Finance and local-government leadership (Mayor; finance director/auditor) and community/academic governance experience (Defiance College trustee/past Chair) .
- Current governance roles include Audit and Compensation Committees and Chair of Trust & Investment Review—relevant to financial oversight and fiduciary stewardship .
- Independent director designation under NASDAQ rules .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficially Owned Shares (Record Date) | 22,577 |
| Percent of Class | ≈0.35% (22,577 / 6,534,918 outstanding; calculated) |
| Stock Ownership Guidelines | Minimum 10,000 shares for directors |
| Compliance with Guidelines | Board states all directors are in compliance (Kissner exceeds minimum) |
| Options Outstanding | Company states no outstanding options or other convertible securities |
Insider Trading Activity (Form 4)
| Transaction Date | Filing Date | Type | Shares | Price ($) | Post-Transaction Holdings | Source |
|---|---|---|---|---|---|---|
| 2025-02-05 | 2025-02-07 | Award (A) | 1,024 | 0.00 | 22,577 | https://www.sec.gov/Archives/edgar/data/767405/000130314225000001/0001303142-25-000001-index.htm |
| 2024-02-05 | 2024-02-08 | Award (A) | 1,528 | 0.00 | 21,316 | https://www.sec.gov/Archives/edgar/data/767405/000130314224000001/0001303142-24-000001-index.htm |
| 2023-02-03 | 2023-08-18 | Award (A) | 1,392 | 16.52 | 19,680 | https://www.sec.gov/Archives/edgar/data/767405/000130314223000001/0001303142-23-000001-index.htm |
Governance Assessment
- Strengths
- Independence, multi-committee service (Audit, Compensation), and chairing of Trust & Investment Review indicate strong governance engagement and financial oversight exposure .
- Attendance: Board met 15 times in 2024; each director met ≥75% attendance; full annual meeting attendance signals engagement .
- Alignment: Annual restricted share grants and ownership above the 10,000-share guideline support shareholder alignment; the company reports no outstanding options, reducing option-related risk .
- Compensation oversight: Comp Committee composed solely of independent directors; no interlocks reported .
- Watch items / potential investor considerations
- Long tenure (director since 2004) can raise perceived independence concerns in some governance frameworks despite formal independence status; investors may monitor succession/refreshment planning .
- Director pay benchmarking found “above the 50th percentile” and increased from 2022 to 2024; continued calibration against performance and peer practices should be monitored to avoid pay creep .
- Related-party exposure: As is common for community banks, directors and related persons may have ordinary-course banking transactions (including loans) with the bank, subject to Regulation O, normal terms, and Governance & Nominating oversight; none were indicated as unfavorable or noncompliant .
- Shareholder sentiment: The company notes “Say on Pay” received significant majority approval annually since 2013, indicating generally supportive governance/compensation sentiment, though specific percentages were not provided .
Bottom line: Kissner’s profile reflects deep local finance/government experience, meaningful committee workload (Audit/Comp; Trust Chair), independent status, consistent engagement, and equity-based alignment. Key monitoring areas are tenure/board refreshment, director pay positioning versus peers, and standard bank-related party oversight processes .
References:
- Director biography, roles, and committees . Board roster, age, tenure, term .
- Committee matrix, meetings, attendance ; Audit Committee report . Independence determination .
- Director compensation (cash/equity) and grant details ; compensation program/consultant review .
- Beneficial ownership, outstanding shares, options status, ownership guidelines and compliance .
- Related party transactions oversight and ordinary-course banking relationships .
- Say-on-pay historical support .