Timothy Stolly
About Timothy J. Stolly
Timothy J. Stolly (age 67) has served as an independent director of SB Financial Group (SBFG) and State Bank since 2010. He brings 44+ years of insurance industry experience; he is Past President of Stolly Insurance Agency Inc., and currently serves as President of the Lima Interfaith Senior Housing board. He chairs the Board’s Governance & Nominating Committee and sits on the Risk Management, Trust & Investment, and Executive Loan Committees; he is also liaison to the Lima Advisory Board. The Board has affirmatively determined he is independent under Nasdaq rules. His current SBFG board term expires in 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stolly Insurance Agency Inc. | Past President | Not disclosed | Regional independent insurance agency leadership (founded 1904) |
| Ohio Insurance Association | Director (past) | Not disclosed | Industry board service |
| Lima Allen County Chamber of Commerce | Past President | Not disclosed | Community leadership |
| Allen County Council on Aging | Past President | Not disclosed | Community leadership |
| Lima Noon Optimists | Past President | Not disclosed | Community leadership |
| Shawnee Country Club | Past President | Not disclosed | Community leadership |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Lima Interfaith Senior Housing | President | Current | Community housing board leadership |
| Bluffton University (Advisory Board) | Member | Past | Advisory board service |
| Ohio Northern University (Advisory Board) | Member | Past | Advisory board service |
| Safeco Insurance Company (Advisory Board) | Member | Past | Advisory board service |
| Motorists Insurance Company (Advisory Board) | Member | Past | Advisory board service |
| SBFG Lima Advisory Board | Board liaison | Current | Liaison role to regional advisory board |
No other public company directorships are disclosed for Mr. Stolly.
Board Governance
- Independence: The Board determined Mr. Stolly is independent under Nasdaq Rule 5605(a)(2).
- Tenure and term: Director since 2010; current term expires 2027.
- Attendance/engagement: The Board met 15 times in 2024 (12 regular); every director attended at least 75% of aggregate board and committee meetings; all directors attended the April 17, 2024 annual meeting. Independent directors hold executive sessions as appropriate.
- Committee assignments (2024):
- Governance & Nominating Committee: Chair
- Risk Management Committee: Member
- Additional company/bank committees noted in biography: Trust & Investment Committee; Executive Loan Committee; Lima Advisory Board liaison.
| Committee | 2024 Meetings | Stolly Role |
|---|---|---|
| Audit | 4 | — |
| Compensation | 3 | — |
| Governance & Nominating | 3 | Chair |
| Risk Management | 2 | Member |
| Loan Review | 4 | — (biography notes Exec Loan at bank-level) |
Fixed Compensation (Director)
| Component (2024) | Amount/Terms | Notes |
|---|---|---|
| SBFG director cash fees | $24,316 | 2024 Director Compensation Table (individual) |
| State Bank director cash fees | $20,444 | 2024 Director Compensation Table (individual) |
| Equity award (grant date fair value) | $24,005 | 1,528 restricted shares granted 2/5/2024 @ $15.71; vested 8/5/2024 @ $16.24 |
| Total 2024 director compensation | $68,765 | Sum of cash + equity |
| Standard non-employee director annual cash retainer | $36,570 (paid monthly) | Covers board/committee/advisory workload |
| Committee chair fees | $3,500 (standard); $6,000 for Audit “financial expert” | Governance & Nominating chair would be $3,500 |
Notes:
- Director equity grants are time-vested restricted shares; 2024 grant vested after six months—no performance conditions disclosed.
Performance Compensation (Director)
| Performance Metric(s) for Director Pay | Weighting/Target | Outcome |
|---|---|---|
| None disclosed for director equity (time-vested restricted shares) | N/A | Restricted shares granted 2/5/2024 vested 8/5/2024 |
For context, SBFG executive (not director) annual incentive metrics include ROA, Diluted EPS, Efficiency Ratio, asset quality, ROTCE, and stock price vs KBW Bank Index; these do not apply to director compensation.
Other Directorships & Interlocks
- Public company boards: None disclosed.
- Compensation Committee interlocks: Proxy states no interlocks/insider participation for committee members (not naming Stolly as on that committee).
- Lead Independent Director role: Held by Richard L. Hardgrove, not Stolly.
Expertise & Qualifications
- 44+ years in insurance; sales, service, and management background.
- Governance: Chair, Governance & Nominating; member, Risk Management; bank-level Trust & Investment and Executive Loan Committees; liaison to Lima Advisory Board.
- Community leadership: Multiple past presidencies; current President, Lima Interfaith Senior Housing board.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Record Date: Feb 21, 2025) | 17,783 common shares; less than 1% of class (6,534,918 shares outstanding) |
| Ownership guideline | 10,000-share minimum within 5 years; all directors in compliance |
| Pledged shares | No pledging disclosed in proxy; anti-hedging policy in place |
| Insider trading policy | Requires trading only in open windows; prohibits hedging; pre-clearance administered by CFO |
Recent Insider Transactions (Form 4)
| Date | Type | Shares | Price | Post-Transaction Holdings | Notes |
|---|---|---|---|---|---|
| 2/5/2025 | Stock award (grant) | 1,024 | $0.00 | 17,783 | Granted under stock incentive plan; reported 2/7/2025 |
Related-Party and Conflict Review
- Policy and review: Governance & Nominating Committee annually reviews related-party transactions per Item 404 of Reg S-K; Code of Conduct requires disclosure and resolution of conflicts.
- Ordinary-course banking with insiders: Directors/executives and related entities had loans/commitments in 2023–2024 in the ordinary course on market terms, subject to Reg O and board approval; all performing per original terms. No unfavorable features reported.
- Potential conflicts: Given Mr. Stolly’s insurance industry background, procurement relationships could present theoretical conflicts; no specific related-party transaction involving him is disclosed in the proxy.
Governance Assessment
Strengths
- Independent director with long-tenured board service (since 2010) and relevant committee leadership (Governance & Nominating Chair) that directly influences board composition, refreshment, and ESG oversight.
- Demonstrated engagement: 2024 attendance threshold met (≥75%) and full annual meeting attendance; active on Risk oversight (Risk Management Committee).
- Ownership alignment: Holds 17,783 shares (above 10,000-share guideline); director equity grants reinforce alignment; anti-hedging policy in place.
- Director compensation structure: Balanced cash/equity mix; external consultant validation of competitiveness and independence of advice.
Watch items / potential red flags
- Related-party exposure: Company notes ordinary-course insider loans; while on market terms, such exposures in small-cap banks merit monitoring for any changes or exceptions. No specific adverse items disclosed for Stolly.
- Concentration of roles: As Governance & Nominating Chair, oversight efficacy hinges on robust independence and refreshment practices; no diversity policy mandate (Board considers diversity factors but lacks a written policy requiring it).
Shareholder sentiment signal (context)
- Say-on-pay (executive) passed with 95.09% support in 2024, suggesting a generally constructive governance climate; while not director-specific, it reflects investor confidence in compensation oversight.
Appendix: Director Compensation Detail (2024)
| Name | SBFG Director Fees ($) | State Bank Director Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Timothy J. Stolly | 24,316 | 20,444 | 24,005 | 68,765 |
Director equity grant mechanics:
- 1,528 restricted shares per director granted 2/5/2024 at $15.71; fully vested 8/5/2024 at $16.24.
Committee workload (2024 meetings):
- Governance & Nominating (3); Risk Management (2).
All statements and figures above are sourced from SB Financial Group’s 2025 proxy statement and related SEC filings. Citations: ; Form 4 (2/5/2025 grant):