Elmer Richerson
About H. Elmer Richerson
Independent Class II director of WBHC since 1998; age 72. Former Executive Vice President of the Company (1992–2017) and President/CEO roles at the Bank culminating in President of the Bank (2002–2017); served as Chairman of the Company’s Board May 2022–May 2023. Identified as an SEC “audit committee financial expert”; chairs the Company’s Audit Committee and is a member of the Risk Oversight Committee. Attendance was ≥99% across board and committees in 2024, though he did not attend the 2024 Annual Meeting of Shareholders.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wilson Bank Holding Company | Executive Vice President | 1992–2017 | Senior leadership over Company functions |
| Wilson Bank & Trust (the Bank) | President | 2002–2017 | Led bank operations and strategy |
| Wilson Bank & Trust | Executive Vice President | 1994–2002 | Management responsibilities pre-Presidency |
| Wilson Bank & Trust | Vice President | 1989–1994 | Earlier management role |
| Wilson Bank Holding Company | Chairman of the Board | May 2022–May 2023 | Board leadership; transitioned to independent director thereafter |
Board Governance
- Committee assignments: Audit Committee chair; members include Comer, Richerson, Swain, Clemons, Jordan; Risk Oversight Committee member (established May 2023). Audit Charter amended Feb 2020 and Aug 2024; all Audit members are NYSE-independent; Richerson designated “audit committee financial expert.” Audit met 5 times in 2024; Risk met 4 times.
- Bank committees: Finance Committee member (12 meetings in 2024).
- Independence: Board determined Richerson is independent under NYSE listing standards.
- Attendance: Company Board met 15 times; Bank Board met 13; each director attended ≥99% of aggregate meetings/committees; Richerson did not attend the 2024 Annual Meeting, all other directors (except Varallo) did.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Company director monthly retainer (2024 rate) | 42,595 | $6,120/month; non-employee directors standard; excludes new appointees’ partial periods |
| Bank director monthly retainer (2024 rate) | 30,845 | $6,120/month equivalent for Bank; standard |
| Planning retreat fees (Company + Bank) | 6,243 | $3,621 (Company) + $2,622 (Bank) per non-employee director |
| Fees earned or paid in cash (reported total) | 79,682 | As disclosed in director compensation table |
| Health insurance premiums | 15,797 | Company pays premiums for certain family members of non-employee directors |
| Director Survivor Income Agreement premium | 10,028 | Survivor benefit premiums paid by the Bank |
| Executive Salary Continuation/SERP payments | 117,336 | Payments received in 2024 under legacy executive agreements |
| All Other Compensation (reported total) | 143,161 | Includes premiums and continuation/SERP payments |
| Total Compensation (reported) | 222,844 | Sum per proxy table |
The Director Survivor Income Agreements provide a survivor benefit of $400,000 to designated beneficiaries, funded by bank-owned life insurance; obligations terminate upon removal for cause or regulatory prohibition.
Performance Compensation
- Non-employee directors: No stock awards, option awards, or non-equity incentive plan compensation reported for Richerson in 2024.
- Performance metrics: Director pay is retainer-based; no disclosed performance metrics tied to director compensation. Executive compensation is driven by Bank net income, but this does not apply to directors.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 81,306 (0.68% of 11,992,818 shares outstanding) |
| Options held | None disclosed for Richerson (others listed; Richerson not) |
| Cash-settled Stock Appreciation Rights (SARs) | 17,500 (as of Dec 31, 2024) |
| Pledged shares | No pledge disclosed for Richerson (Bell pledged 96,170 shares; not applicable to Richerson) |
Other Directorships & Interlocks
- Other public company boards: None disclosed for Richerson in WBHC proxy materials (biographies include directorships held in last five years; no external public boards listed for Richerson).
- Compensation committee interlocks: The Company reports no interlocks or relationships requiring disclosure under SEC rules.
Expertise & Qualifications
- Banking leadership experience across WBHC/Bank for multiple decades; deep knowledge of Bank history and local markets.
- Audit committee financial expert designation per SEC rules; chairs Audit Committee.
- Risk oversight participation at Company level.
Governance Signals and Related-Party Exposure
- Strong independence and financial oversight: Audit chair, SEC financial expert, NYSE-independent; high meeting attendance.
- Retirement-linked payments: Ongoing Executive Salary Continuation/SERP payments ($9,137/month; $117,336 received in 2024), with actuarial valuation changes disclosed; can elevate “All Other Compensation” but are legacy obligations from prior executive service.
- Survivor income arrangements: Fixed $400,000 benefit via bank-owned life insurance; common in community banks but represents additional non-cash benefits.
- Annual meeting attendance: Missed 2024 Annual Meeting (isolated instance); otherwise ≥99% attendance.
- Related-party transactions: Material RPT involves Jack Bell Builders ($1,100,003 in 2024) with recusal protocols; no specific RPTs disclosed for Richerson beyond ordinary-course banking relationships.
Shareholder Vote Context
- 2024 director election: Richerson re-elected Class II director with 6,124,026 votes “For,” 27,732 “Withhold.”
- Say-on-pay support: In 2023, shareholders approved executive compensation with 96.8% support (5,897,276 of 6,090,809 votes).
Governance Assessment
- Positives: Independent status; Audit chair and SEC financial expert; active on Risk oversight; very high attendance; clear committee charters; strong shareholder support in recent votes.
- Watch items: Elevated “All Other Compensation” driven by legacy executive retirement agreements; presence of 17,500 cash-settled SARs indicates derivative exposure (not equity ownership), though no new director equity grants in 2024; missed 2024 Annual Meeting. No pledged shares or specific RPTs tied to Richerson disclosed.
- Structural board considerations: WBHC lacks separate nominating and executive compensation committees; the boards collectively handle these functions, which can dilute committee specialization, though Personnel Committee (Bank) is fully independent and handles executive comp recommendations.