Timothy Claxton
About Timothy L. Claxton
Timothy L. Claxton is an independent director of SB Financial Group (SBFG) and The State Bank and Trust Company, appointed in August 2021; he is age 60 and a partner at Burt Blee law firm in Fort Wayne, Indiana, with 35 years of legal practice focused on real estate, business, banking, estate planning and administration, loan documentation, and mortgage foreclosure . He chairs SBFG’s Board Risk Management Committee and serves on the Governance & Nominating, Loan Review, and Trust & Investment Review Committees; he is also the board liaison to the Fort Wayne Advisory Board . Education is not disclosed in the proxy biography .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Burt Blee (Fort Wayne, IN) | Partner (real estate/business/banking/estate planning law) | 35 years in practice | Expertise applied to SBFG risk oversight; chairs Board Risk Management Committee |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Stavreti Scholarship, Inc. | Secretary and Director | Ongoing | Community leadership |
| Volunteer Lawyers Program | Member | Ongoing | Pro bono legal engagement |
| Kate’s Kart | Volunteer | Ongoing | Distributes free books to pediatric patients |
| SBFG Fort Wayne Advisory Board | Board Liaison | Ongoing | Information flow from local market to board |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board affirmatively determined Claxton is independent under NASDAQ Rule 5605(a)(2) |
| Board attendance | Board met 15 times in 2024; each director attended ≥75% of board and committee meetings; all attended Annual Meeting on April 17, 2024 |
| Committees (2024) | Governance & Nominating – Member; Risk Management – Chair; Loan Review – Member |
| Committee meeting frequency (2024) | Audit: 4; Compensation: 3; Governance & Nominating: 3; Risk Management: 2; Loan Review: 4 |
| Lead Independent Director | Richard L. Hardgrove (Lead Independent Director) |
| Executive sessions | Independent directors meet in executive session as appropriate |
| Charters | Committee charters available on company website |
Fixed Compensation (Non-Employee Director – FY2024)
| Component | Amount (USD) |
|---|---|
| SBFG Director Fees (cash) | $22,566 |
| State Bank Director Fees (cash) | $19,334 |
| Total Cash Fees | $41,900 |
Performance Compensation (Director Equity – FY2024)
| Grant Detail | Value |
|---|---|
| Stock Awards (aggregate grant-date fair value) | $24,005 |
| Restricted Shares granted | 1,528 shares (grant date Feb 5, 2024; grant price $15.71) |
| Vesting | All shares vested Aug 5, 2024; vest price $16.24 |
| Options | Company has not granted stock options in >15 years; none granted in 2024 |
Director equity compensation at SBFG is time-based restricted stock; no performance metrics tied to director equity are disclosed in the proxy .
Other Directorships & Interlocks
- Proxy biographies list Claxton’s SBFG and State Bank directorships; no other public company directorships are noted in the proxy materials reviewed .
Expertise & Qualifications
- Legal and banking expertise: Extensive experience in acquisitions, banking law, loan documentation, mortgage foreclosure, real estate, and estate planning .
- Risk oversight: Current Chair of Board Risk Management Committee, with additional service on Governance & Nominating and Loan Review .
- Community engagement: Roles at Stavreti Scholarship, Volunteer Lawyers Program, and Kate’s Kart .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Proxy Record Date (2025) | 8,127 | ~0.12% (8,127 / 6,534,918) | |
| June 23, 2025 | Purchased 2,000 shares at $17.639 | N/A | Post-transaction holdings reported as 10,127 shares |
- Stock ownership guidelines: Minimum 10,000 shares within five years of appointment; company states all executive officers and directors are in compliance (Claxton appointed Aug 2021) .
Insider Trades
| Date | Type | Shares | Price | After Holdings | Source |
|---|---|---|---|---|---|
| 2025-06-23 | Buy | 2,000 | $17.639 | 10,127 |
Related Party Transactions and Conflicts
- Ordinary-course banking relationships: Directors and related persons had loans/commitments with State Bank in 2023–2024 on substantially the same terms as non-affiliated customers; subject to normal risk, Reg O compliance, board approval, and standard underwriting; all performing as of proxy date .
- Conflict controls: Governance & Nominating Committee reviews related-party transactions; directors complete annual questionnaires; Code of Conduct prohibits self-dealing and requires conflict disclosure .
- Insider trading/hedging: Pre-clearance and trading-window policy; anti-hedging prohibits margin purchases, puts/calls, and short-term trading by directors .
Governance Assessment
- Strengths: Independent status; chairs Risk Management; multi-committee engagement (Governance & Nominating, Loan Review, Trust & Investment Review); attendance threshold met; charters publicly available; anti-hedging and pre-clearance policies; ownership increased via insider purchase in 2025, aligning with guidelines .
- Considerations: Director equity vests within ~6 months, indicating limited performance linkage for director compensation . Risk Management Committee met twice in 2024 (contextualizing overall board risk oversight cadence) .
- RED FLAGS: None disclosed specific to Claxton—no Section 16(a) delinquencies cited for him, no related-party transactions beyond ordinary-course banking, and anti-hedging policy in place .
Additional context: SBFG’s “Say on Pay” proposals have historically passed by significant majorities annually since 2013, supporting broader governance confidence at the company level .