Tom Helberg

About Tom R. Helberg

Independent director at SB Financial Group, Inc. (SBFG) and The State Bank and Trust Company, with deep real estate law and credit oversight experience. Age 65; the 2025 proxy lists “Director Since 2018,” while the biography notes he “was appointed as a director … in February 2019.” Current term expires in 2027 . Core credentials include decades as legal counsel and principal in commercial real estate, and significant board service across for-profit and non-profit organizations . The Board has affirmatively determined he is independent under Nasdaq rules .

Past Roles

External Roles

Board Governance

• Independence: Identified as an independent director by the Board .
• Committee assignments (2024):
  • Audit Committee member ; also listed among signatories of the 2024 Audit Committee Report .
  • Loan Review Committee Chair .
  • Biography also notes membership on the Trust and Investment Review Committee (bank-level) and liaison to the Toledo Advisory Board .
• Meeting attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024; all incumbents attended the 2024 Annual Meeting .
• Committee meeting cadence (2024): Audit (4), Compensation (3), Governance & Nominating (3), Risk Management (2), Loan Review (4) .
• Oversight structure: Loan Review Committee comprises independent directors not involved in loan approvals except when full Board approval is required, mitigating conflict risks from credit decisions .

Fixed Compensation (Director)

Policy context: Non-employee directors received an annual cash retainer of $36,570; committee chairs received $3,500; additional premiums as noted above .

Performance Compensation (Director)

• Structure: Time-based restricted shares; no performance metrics disclosed for director awards .

Other Directorships & Interlocks

Expertise & Qualifications

• Real estate law and development: Legal Counsel & Principal in commercial real estate since 1984 .
• Credit oversight: Chair of Loan Review Committee (independent oversight of credit quality at State Bank) .
• Audit literacy: Serves on Audit Committee and co-signed Audit Committee Report .
• Community and governance experience: Prior roles on hospital foundation and zoning board .

Equity Ownership

Insider Trades (Form 4)

Note: Beneficial ownership reported in the proxy (14,436 shares as of Record Date) differs from Form 4 post-transaction positions; differences may reflect timing, direct/indirect holdings, or subsequent transactions. Figures and links from recent Form 4s above.

Governance Assessment

• Strengths

  • Independence with relevant domain expertise (real estate and credit), plus dual roles on Audit and Loan Review committees; Loan Review chaired by Helberg and structured to avoid involvement in loan approvals except full-Board cases, reducing conflicts .
  • Attendance at or above the 75% threshold and participation in executive sessions supports engagement .
  • Director compensation is modest and balanced (2024 mix ~65% cash, ~35% equity based on $44,150 cash vs $24,005 equity), fostering alignment without undue risk .
  • Strong shareholder support: Helberg’s most recent election (2024) received 3,465,380 “For” vs 627,555 “Withheld,” and say‑on‑pay support remained robust in 2025 (3,475,505 “For” vs 157,198 “Against”) .

• Monitoring Items

  • Related party review: No Helberg-specific related party transactions disclosed; directors and immediate family may have ordinary-course banking relationships under Reg O and company policy. Continue to monitor for any real estate-related dealings given his background; all such transactions are subject to annual review and were on market terms per proxy .
  • Disclosure consistency: 2025 proxy lists “Director Since 2018,” while biography notes appointment in Feb 2019; not a risk but worth noting for record accuracy .

Director Election & Shareholder Votes (Signals)

Potential Conflicts & Related-Party Exposure

• Board independence review: Helberg determined independent; Board considered related-person transactions and payments in making determinations .
• Related-party transactions: Proxy discloses ordinary-course loans to directors/executives and affiliates on market terms, compliant with policies and Reg O; no Helberg-specific transactions disclosed .
• Structural controls: Loan Review Committee comprised of independent directors and not part of loan approval processes except when full Board approval is required .

RED FLAGS

• None identified in proxy disclosures for Helberg. No legal proceedings, related-party exceptions, hedging/pledging issues, or attendance shortfalls disclosed .

Appendix: Committee Matrix (2024)

Citations:

• Director slate, age, director since, and term:
• Biography, expertise, bank-level committee references:
• Independence determination:
• Meeting cadence, attendance, committee matrix:
• Loan Review Committee mandate/independence:
• Audit Committee report signatories:
• Director compensation program and fees, equity awards:
• Beneficial ownership and guidelines compliance:
• Insider trading and anti-hedging policy:
• Related party transactions policy and disclosure:
• 2024 and 2025 shareholder voting results: