William Martin
About William G. Martin
William G. Martin (age 58) is an independent director of SB Financial Group (SBFG) and The State Bank and Trust Company, serving since 2014. He is President and a Director of Spangler Candy Company, with 36+ years in finance and accounting; he began at Arthur Young (now Ernst & Young) and passed the Ohio CPA exam in 1993 (currently non‑practicing) . His board credentials emphasize finance, operating leadership, and community and industry engagement .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arthur Young (Ernst & Young) | Early career; passed Ohio CPA exam | CPA exam in 1993 | Financial training foundation |
| Large furniture manufacturer | VP Controller | Not disclosed | Led accounting/controller functions |
| Spangler Candy Company | President; Director | Employed past 25 years | Operational and financial leadership in privately held manufacturer |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Confectioners Association | Board member | Current | Industry governance and policy engagement |
| Bryan Area Foundation | Board member; former Chairman | Chairman 2016–2018 | Local philanthropy leadership |
| Williams County Port Authority | Board member | Current | Regional economic development |
| Bryan St. Patrick Catholic Church | Finance Council member | Current | Community financial oversight |
Board Governance
- Independence: The Board affirmatively determined Martin is an independent director under Nasdaq Rule 5605(a)(2) .
- Committees: Member—Compensation Committee; Member—Governance & Nominating Committee . Committee chairs are George W. Carter (Compensation) and Timothy J. Stolly (Governance & Nominating) .
- Attendance: The Board met 15 times in 2024 (12 regular), and each director attended at least 75% of Board and applicable committee meetings; all incumbent directors attended the April 17, 2024 annual meeting .
- Engagement: Independent directors meet in executive session as appropriate; Lead Independent Director is Richard L. Hardgrove .
- Subsidiary role: Chairman of State Bank’s Executive Loan Committee; liaison to Williams County Advisory Board .
| Committee | Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | No (Chair: G.W. Carter) | 3 |
| Governance & Nominating | Member | No (Chair: T.J. Stolly) | 3 |
| Audit | Not listed | — | 4 |
| Risk Management | Not listed | — | 2 |
| Loan Review | Not listed | — | 4 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| SBFG Director Fees | $20,816 | Cash fees for SBFG board service |
| State Bank Director Fees | $20,249 | Cash fees for bank board service |
| Stock Awards | $24,005 | Restricted shares; see grant details below |
| Director Equity Grant Details | Value |
|---|---|
| Grant date | Feb 5, 2024 |
| Shares granted | 1,528 |
| Grant-date fair value per share | $15.71 |
| Vesting | Fully vested Aug 5, 2024 |
- Policy context: Non-employee directors received an annual cash retainer of $36,570 for SBFG, with additional retainers for committee chairs and the Lead Independent Director; 2024 director equity grants (restricted shares) were awarded and fully vested within ~6 months .
Performance Compensation
| Performance-conditioned awards tied to director pay | Disclosure |
|---|---|
| Performance metrics for director grants | None; director restricted shares were time-based vesting (not performance-conditioned) |
Other Directorships & Interlocks
| Entity | Type | Role | Public company? | Interlocks/conflicts disclosed |
|---|---|---|---|---|
| Spangler Candy Company | Private company | President; Director | No | None disclosed |
| National Confectioners Association | Trade association | Board member | N/A | None disclosed |
| Bryan Area Foundation | Non-profit | Board member; former Chairman | N/A | None disclosed |
| Williams County Port Authority | Governmental | Board member | N/A | None disclosed |
| Bryan St. Patrick Catholic Church | Religious organization | Finance Council member | N/A | None disclosed |
- Compensation committee interlocks: None; committee comprises independent directors (Carter—Chair, Hardgrove, Kissner, Martin) and disclosed no interlocks or insider participation issues in 2024–2025 .
Expertise & Qualifications
- Finance and accounting leadership; 36+ years of experience; began at Arthur Young; passed Ohio CPA exam in 1993 (inactive) .
- Operating executive (President) at Spangler Candy Company for the past 25 years; board-level leadership experience in private manufacturing .
- Industry and community governance via National Confectioners Association, Bryan Area Foundation (Chair 2016–2018), Williams County Port Authority, and parish Finance Council .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 17,890 common shares |
| Ownership % of outstanding | Less than 1% (company notes <1% unless otherwise stated) |
| Shares outstanding (record date) | 6,534,918 as of Feb 21, 2025 |
| Stock ownership guidelines | Minimum 10,000 shares for directors within 5 years; all directors in compliance |
| Vested vs. unvested | 2024 director grant fully vested Aug 5, 2024; no unvested director restricted shares from 2024 grant at year-end |
| Pledging/hedging | Hedging prohibited by Insider Trading Policy; trading only during open windows |
Governance Assessment
- Strengths:
- Independent status; active roles on Compensation and Governance committees, aligning with board effectiveness and director oversight .
- Strong engagement (≥75% meeting attendance; presence at annual meeting) and compliance with stock ownership guidelines (17,890 shares vs. 10,000 minimum) .
- No compensation committee interlocks or conflicts reported; use of independent compensation consultant (Blanchard Consulting Group) for director and executive compensation benchmarking; next review planned in 2025 .
- Insider trading controls and anti‑hedging policy in place; Section 16 filings timely for directors in 2024 (only one late filing noted for a non‑director executive officer in Feb 2025) .
- Potential conflict considerations:
- As President of Spangler Candy Company and a local economic actor, any banking relationships would be subject to Reg O and standard underwriting; SBFG discloses insider loans were on market terms, normal risk, and Board‑approved; no unfavorable features reported .
- Serves as Chairman of State Bank’s Executive Loan Committee—enhances credit oversight but requires continued adherence to conflict policies and Reg O compliance; no adverse findings disclosed .
- RED FLAGS:
- None disclosed for pledging, hedging, related‑party transactions, or director attendance shortfalls; no director compensation anomalies reported .