Washington, D.C. 20549
You are cordially invited to attend the annual meeting of stockholders of Riverview Bancorp, Inc. The meeting will be held on Wednesday, August 24, 2022 at 10:00 a.m., local
time. Our 2022 annual meeting of stockholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/RVSB2022. To participate in the annual meeting, you will need the control number
located on your proxy card or the instructions that accompanied your proxy materials. You will not be able to attend the annual meeting physically.
The Notice of Annual Meeting of Stockholders and Proxy Statement appearing on the following pages describe the formal business to be transacted at the meeting. During the
meeting, we will also report on our operations. Directors and officers will be available to respond to appropriate questions of stockholders.
It is important that your shares are represented at this meeting, whether or not you attend the virtual meeting and regardless of the number of shares you
own. To make sure your shares are represented, we urge you to complete and mail the enclosed proxy card or vote over the Internet.
RIVERVIEW BANCORP, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 24, 2022
Notice is hereby given that the annual meeting of stockholders of Riverview Bancorp, Inc. will be held on Wednesday, August 24, 2022, at 10:00 a.m., local time, for the following
purposes:
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Proposal 1: |
Election of three directors to each serve for a three-year term.
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Proposal 2: |
Advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
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We will also consider and act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof. As of the date of this notice, we are not aware of any
other business to come before the meeting.
Our 2022 annual meeting of stockholders will be a virtual meeting conducted solely online and can be attended by visiting www.virtualshareholdermeeting.com/RVSB2022. To
participate in the annual meeting, you will need the control number located on your proxy card or the instructions that accompanied your proxy materials.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on August 24, 2022. Our
Proxy Statement, proxy card and Annual Report to Stockholders, are available at www.snl.com/irweblinkx/docs.aspx?iid=1032031.
The Board of Directors has fixed the close of business on June 28, 2022 as the record date for the annual meeting. This means that stockholders of record at the close of
business on that date are entitled to receive notice of, and to vote at, the meeting and any adjournment thereof. To ensure that your shares are represented at the meeting, please take the time to vote by signing,
dating and mailing the enclosed proxy card which is solicited by the Board of Directors or vote over the Internet using the voting procedures described on your proxy card. The proxy will not be used if you attend the virtual annual meeting and
vote during the meeting. Regardless of the number of shares you own, your vote is very important. Please act today.
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BY ORDER OF THE BOARD OF DIRECTORS |
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/s/ TERESA L. BAKER
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TERESA L. BAKER
CORPORATE SECRETARY
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Vancouver, Washington
July 15, 2022
IMPORTANT: The prompt return of proxies will save us the expense of
further requests for proxies in order to ensure a quorum at the meeting. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed in the United States. Alternatively, you may vote over the Internet by following
the voting procedures and instructions on the proxy card.
(This page left intentionally blank)
OF
RIVERVIEW BANCORP, INC.
900 WASHINGTON STREET, SUITE 900
VANCOUVER, WASHINGTON 98660
(360) 693-6650
ANNUAL MEETING OF STOCKHOLDERS
AUGUST 24, 2022
The Board of Directors of Riverview Bancorp, Inc. is using this Proxy Statement to solicit proxies from our stockholders for use at the annual meeting of stockholders. We are
first mailing this Proxy Statement and the enclosed form of proxy to our stockholders on or about July 15, 2022.
The information provided in this Proxy Statement relates to Riverview Bancorp, Inc. and its wholly-owned subsidiary, Riverview Community Bank. Riverview Bancorp, Inc. may also
be referred to as “Riverview” and Riverview Community Bank may also be referred to as the “Bank.” References to “we,” “us” and “our” refer to Riverview and, as the context requires, Riverview Community Bank.
INFORMATION ABOUT THE ANNUAL MEETING
Our annual meeting will be held as follows:
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Date: |
Wednesday, August 24, 2022
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Time: |
10:00 a.m., local time
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Place: |
Virtual meeting at www.virtualshareholdermeeting.com/RVSB2022
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Matters to Be Considered at the Annual Meeting
At the meeting, you will be asked to consider and vote upon the following proposals:
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Proposal 1: |
Election of three directors to each serve for a three-year term.
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Proposal 2: |
Advisory (non-binding) vote to approve the compensation paid to our named executive officers, as disclosed in this Proxy Statement.
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We also will transact any other business that may properly come before the annual meeting. As of the date of this proxy statement, we are not aware of any other business to be presented for
consideration at the annual meeting other than the matters described in this proxy statement.
Who Is Entitled to Vote?
We have fixed the close of business on June 28, 2022 as the record date for stockholders entitled to notice of and to vote at our annual meeting. Only holders of record of
Riverview’s common stock on that date are entitled to notice of and to vote at the annual meeting. You are entitled to one vote for each share of Riverview common stock you own, unless you own more than 10% of Riverview’s outstanding shares. As
provided in our Articles of Incorporation, record holders of common stock who beneficially own in excess of 10% of Riverview’s outstanding shares are not entitled to any vote in respect of the shares held in excess of the 10% limit. On June 28,
2022, there were 21,946,137 shares of Riverview common stock outstanding and entitled to vote at the annual meeting.
How Do I Vote at the Annual Meeting?
Proxies are solicited to provide all stockholders on the voting record date an opportunity to vote on matters scheduled for the annual meeting and described in these materials.
This question provides voting instructions for stockholders of record. You are a stockholder of record if your shares of Riverview common stock are held in your
name. If you are a beneficial owner of Riverview common stock held by a broker, bank or other nominee (i.e., in “street name”), please see the instructions in response to the following question.
Shares of Riverview common stock can only be voted if the stockholder is present virtually or by proxy at the annual meeting. To ensure your representation at the annual
meeting, we recommend you vote by proxy even if you plan to virtually attend the annual meeting. You can always change your vote at the meeting if you are a stockholder of record.
Voting instructions are included on your proxy card. Shares of Riverview common stock represented by properly executed proxies will be voted by the individuals named on the
proxy card in accordance with the stockholder’s instructions. Where properly executed proxies are returned to us with no specific instruction as to how to vote at the annual meeting, the persons named in the proxy will vote the shares FOR the
election of each of our director nominees and FOR advisory approval of the compensation of our named executive officers. If any other matters are properly presented at the annual meeting for action, the persons named in the enclosed proxy and acting
thereunder will have the discretion to vote on these matters in accordance with their best judgment. We do not currently expect that any other matters will be properly presented for action at the annual meeting.
You may receive more than one proxy card depending on how your shares are held. For example, you may hold some of your shares individually, some jointly with your spouse and
some in trust for your children. In this case, you will receive three separate proxy cards to vote.
What if My Shares Are Held in Street Name?
If you are the beneficial owner of shares held in street name by a broker, bank or other nominee (“nominee”), the nominee, as the record holder of the shares, is required to vote
the shares in accordance with your instructions. If your common stock is held in street name, you will receive instructions from the nominee that you must follow in order to have your shares voted. The nominee may allow you to deliver your voting
instructions via the telephone or the Internet. Please see the instruction form that accompanies this Proxy Statement. If you do not give instructions to the nominee, the nominee may nevertheless vote the shares with respect to discretionary items,
but will not be permitted to vote your shares with respect to non-discretionary items, pursuant to current industry practice. In the case of non-discretionary items, the shares not voted will be treated as “broker non-votes.” Both of the proposals
to be presented at the annual meeting are non-discretionary items; therefore, you must provide instructions to the nominee in order to have your shares voted.
If your shares are held in street name, you will need to follow the instructions provided by the nominee in order to attend the virtual annual meeting.
Participants in the ESOP or 401(k) Plan
If you participate in the Riverview Bancorp, Inc. Employee Stock Ownership Plan (the “ESOP”) or if you hold shares through the Riverview Bancorp, Inc. Employees’ Savings and
Profit Sharing Plan (“401(k) Plan”), you will receive a proxy card, that will serve as a voting instruction form, that reflects all shares you may direct the trustees to vote on your behalf under the plans. Under the terms of the ESOP, the ESOP
trustee votes all shares held by the ESOP, but each ESOP participant may direct the trustees how to vote the shares of common stock allocated to his or her account. The ESOP trustees, subject to the exercise of their fiduciary duties, will vote all
unallocated shares of Riverview common stock held by the ESOP and allocated shares for which no voting instructions are received in the same proportion as shares for which it has received timely voting instructions. Under the terms of the 401(k)
Plan, a participant is entitled to direct the trustee as to the shares in the 401(k) Employer Stock Fund credited to his or her account. The trustee will vote all shares
for which no directions are given or for which instructions were not timely received in the same proportion as shares for which the trustee received voting instructions. As of the close of business on the June 28, 2022 voting record date, 386,876
shares and 377,875 shares have been allocated to participants’ accounts in the ESOP and 401(k) Plan, respectively. The deadline for returning your voting instructions to each plan’s trustee is August 15, 2022.
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How Many Shares Must Be Present to Hold the Meeting?
A quorum must be present at the meeting for any business to be conducted. The presence at the meeting, virtually or by proxy, of at least a majority of the shares of Riverview
common stock entitled to vote at the annual meeting as of the record date will constitute a quorum. Proxies received but marked as abstentions will be included in the calculation of the number of shares considered to be present at the meeting.
What if a Quorum Is Not Present at the Meeting?
If a quorum is not present at the scheduled time of the meeting, a majority of the stockholders present virtually or represented by proxy may adjourn the meeting until a quorum
is present. The time and place of the adjourned meeting will be announced at the time the adjournment is taken, and no other notice will be given unless the meeting is adjourned for 120 days or more. An adjournment will have no effect on the
business that may be conducted at the meeting.
Vote Required to Approve Proposal 1: Election of Directors
Directors are elected by a plurality of the votes cast at the annual meeting by holders of Riverview common stock. Accordingly, the three nominees for election as directors who
receive the highest number of votes actually cast will be elected. Pursuant to our Articles of Incorporation, stockholders are not permitted to cumulate their votes for the election of directors. Votes may be cast for or withheld from each
nominee. Votes that are withheld and broker non-votes will have no effect on the outcome of the election because the nominees receiving the greatest number of votes will be elected. Our Board of Directors
unanimously recommends that you vote FOR the election of each of its director nominees.
Vote Required to Approve Proposal 2: Advisory Approval of Named Executive Officer Compensation
Approval of the advisory (non-binding) resolution to approve the compensation of our named executive officers as disclosed in this Proxy Statement requires the affirmative vote
of a majority of the votes cast at the annual meeting. Abstentions and broker non-votes will have no effect on the proposal. Our Board of Directors unanimously recommends that you vote FOR approval of the
compensation of our named executive officers.
May I Revoke My Proxy?
You may revoke your proxy before it is voted by:
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submitting a new proxy with a later date;
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notifying the Corporate Secretary of Riverview in writing before the annual meeting that you have revoked your proxy; or
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voting at the annual meeting.
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If you plan to attend the virtual annual meeting and vote during the meeting, instructions for voting will be provided.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, as of June 28, 2022, the voting record date, information regarding share ownership of:
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those persons or entities (or groups of affiliated persons or entities) known by management to beneficially own more than five percent of Riverview’s common stock other than directors and
executive officers;
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each director and director nominee of Riverview;
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each executive officer of Riverview or Riverview Community Bank named in the Summary Compensation Table appearing under “Executive Compensation” below (known as “named executive
officers”); and
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all current directors and executive officers of Riverview and Riverview Community Bank as a group.
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Persons and groups who beneficially own in excess of five percent of Riverview’s common stock are required to file with the Securities and Exchange Commission (“SEC”), and
provide a copy to us, reports disclosing their ownership pursuant to the Securities Exchange Act of 1934 (“Securities Exchange Act”). To our knowledge, no other person or entity, other than those set forth below, beneficially owned more than five
percent of the outstanding shares of Riverview’s common stock as of the close of business on the voting record date.
Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In accordance with Rule 13d-3 of the Securities Exchange Act, a person is deemed to
be the beneficial owner of any shares of common stock if he or she has voting and/or investment power with respect to those shares. Therefore, the table below includes shares owned by spouses, other immediate
family members in trust, shares held in retirement accounts or funds for the benefit of the named individuals, and other forms of ownership, over which shares the persons named in the table may possess voting and/or investment power. In addition, in
computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to outstanding options that are currently exercisable or exercisable within 60 days after the voting record date
are included in the number of shares beneficially owned by the person and are deemed outstanding for the purpose of calculating the person’s percentage ownership. These shares, however, are not deemed outstanding for the purpose of computing the
percentage ownership of any other person.
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Number of Shares
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Percent of Shares
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Name
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Beneficially Owned (1)
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Outstanding (%)
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Beneficial Owners of More Than 5%
(Other than Directors and Executive Officers)
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FJ Capital Management LLC
1313 Dolley Madison Boulevard
McLean, VA 22101
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2,173,569 (2)
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9.9
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Dimensional Fund Advisors LP
Building One, 6300 Bee Cave Road
Austin, TX 78746
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1,678,129 (3)
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7.6
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BlackRock, Inc.
55 East 52nd Street
New York, NY 10055
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1,672,953 (4)
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7.6
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(Table continues on following page)
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Number of Shares
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Percent of Shares
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Name
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Beneficially Owned (1)
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Outstanding (%)
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Directors
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Patrick Sheaffer
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709,816 (5)
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3.2
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Jerry C. Olson
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29,476 (6)
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Gerald L. Nies
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168,692 (7)
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*
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Bess R. Wills
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36,000 (8)
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*
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Bradley J. Carlson
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14,400 (6)
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*
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John A. Karas
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26,098 (9)
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*
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Patricia W. Eby
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17,400 (10)
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*
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Stacey A. Graham
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5,200
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*
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Valerie Moreno
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--
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Named Executive Officers
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Kevin J. Lycklama**
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273,939
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1.3
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Christopher P. Cline
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2,430
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*
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David Lam
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46,730
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*
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Kim J. Capeloto
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120,656 (11)
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*
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All Executive Officers and Directors as a Group (15 persons)
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1,524,550
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7.0
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_______________
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Less than one percent of shares outstanding.
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**
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Mr. Lycklama is also a director of Riverview.
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(1)
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The amounts shown include the following shares of common stock which the named individuals have the right to acquire within 60 days of the voting record date through the exercise of stock
options granted pursuant to our stock option plans: Messrs. Lycklama and Capeloto, 6,000 shares each; Mr. Lam, 1,511 shares; and all Riverview executive officers and directors as a group, 10,553 shares
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(2)
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Based solely on a Schedule 13G/A filed with the SEC on February 10, 2021, reporting that FJ Capital Management LLC and Martin Friedman have shared voting power over 2,173,569 shares and
shared dispositive power over 1,936,721 shares, Financial Opportunity Fund LLC has shared voting and dispositive power over 1,810,310 shares, Bridge Equities XI, LLC, SunBridge Manager, LLC, SunBridge Holdings, LLC and Realty Investment
Company, Inc. have shared voting and dispositive power over 236,848 shares.
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(3)
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Based solely on a Schedule 13G/A filed with the SEC on February 8, 2022, reporting sole voting power over 1,629,825 shares and sole dispositive power over 1,678,129 shares.
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Based solely on a Schedule 13G/A filed with the SEC on February 2, 2022, reporting sole voting power over 1,406,385 shares and sole dispositive power over 1,672,953 shares.
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(5)
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Includes 13,910 shares held jointly by his wife and daughter and 352,907 shares held in trusts directed by Mr. Sheaffer.
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(6)
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Held jointly with his wife.
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(7)
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Held in trust jointly with his wife.
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(8)
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Held jointly with her husband.
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(9)
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Includes 22,098 shares held jointly with his wife.
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(10)
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Includes 400 shares held by a family member.
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(11)
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Based on most recent Form 4 filed with the SEC on July 26, 2021. Includes 14,138 shares held solely by his wife and 1,067 shares held jointly with his wife.
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PROPOSAL 1 – ELECTION OF DIRECTORS
Our Board of Directors currently consists of ten members and is divided into three classes. Valerie Moreno was appointed to the Board in December 2021. Ms. Moreno was
recommended for appointment by a non-management director. Jerry C. Olson will retire effective as of the annual meeting of shareholders, at which time the Board of Directors will reduce its size from ten to nine members. One-third of the directors
are elected annually to serve for a three-year period or until their respective successors are elected and qualified. The table below sets forth information regarding each director of Riverview and each nominee for director. The Nominating and
Governance Committee of the Board of Directors selects nominees for election as directors. Each of our nominees currently serves as a Riverview director.
Each nominee has consented to being named in this Proxy Statement and has agreed to serve if elected. If a nominee is unable to stand for election, the Board of Directors may
either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have withheld authority. At this time, we are
not aware of any reason why a nominee might be unable to serve if elected.
The Board of Directors recommends a vote FOR the election of Ms. Eby, Mr. Nies and Ms. Moreno, each for a three-year term.
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Age as of
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Year First Elected or
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Term to
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Name
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March 31, 2022
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Appointed Director
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Expire
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BOARD NOMINEES
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Patricia W. Eby
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70
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2019
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2025 (1)
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Gerald L. Nies
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73
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2009
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2025 (1)
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Valerie Moreno
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55
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2021
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2025 (1)
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DIRECTORS CONTINUING IN OFFICE
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Bradley J. Carlson
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69
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2014
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2023
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Patrick Sheaffer
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82
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1979 (2)
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2023
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Bess R. Wills
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68
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2010
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2023
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John A. Karas
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73
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2017
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2024
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Kevin J. Lycklama
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44
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2018
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2024
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Stacey A. Graham
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70
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2020
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2024
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(1)
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Assuming election or reelection.
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(2)
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Includes service on the Board of Directors of Riverview Community Bank.
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Set forth below is the principal occupation of each nominee for director and each director continuing in office, as well as a brief description of the qualifications, attributes,
skills and areas of expertise of each nominee or director that led to the conclusion that the person should serve as a director of Riverview. All nominees and directors have held their present positions for at least five years unless otherwise
indicated.
Patricia W. Eby is Chair of the Board of Riverview Trust Company, a position she has held since 2022. Ms. Eby is a retired Certified
Public Accountant. She retired on April 30, 2019 from Peterson & Associates P.S., a certified public accounting firm in Vancouver, Washington, having been affiliated with the firm for 41 years, including the past 19 years as President and sole
owner. Ms. Eby has a B.S. in Accounting from Walla Walla College and a J.D. from Lewis & Clark Law School. She is active in Rotary, PeaceHealth Foundation and the Free Clinic. Ms. Eby’s extensive financial background, tax and accounting
expertise, and business and personal contracts in the local market make her a valuable resource to the Board. Ms. Eby has been designated as the audit committee financial expert.
Gerald L. Nies is Chairman of the Board of the Bank and of Riverview, positions he has held since August 2020. Mr. Nies is retired after
42 years in the insurance business. He was President and Chief Executive Officer of Nies Insurance Agency from 1985-2011 and then was Executive Vice President after selling the business to Brown & Brown, Inc. Currently, he is the owner of a
small investment property management company. He attended Western Washington University and became a Chartered Property Casualty Underwriter. Mr. Nies is a past Board member of the Washington Independent Agents Association and past President of the
National Agent Advisory Council for Safeco Insurance. He
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also served as one of the five Clark County Emergency Medical Services Administrative Board members, elected Council Member for the City of Battle Ground and Fire Chief for the City of Battle
Ground. Mr. Nies’ diverse career has afforded him expertise in managing financial and operational aspects of business, as well as customer relations.
Valerie Moreno has been the Chief Information Officer (“CIO”) and Chief Information Security Officer (“CISO”) at Reed College since
February 2022. In this role, she is responsible for delivering information technology services, strategic planning and developing and maintaining security policies and standards. Prior to that, Ms. Moreno
served as the CIO/CISO for Clark College, a position she held from January 2018 to February 2022. In that capacity, she served as the CIO/CISO liaison between Clark College and the Washington State Community and Technical College system. She also
served as CISO lead for the IT Security Council for all 34 community and technical colleges. From May 2015 to January 2018, Ms. Moreno was the Director of IT Services for Portland Community College, and previously worked at Northwestern University,
AT&T and Qwest. She holds a Bachelor of Science degree from DeVry University in Network and Communication Management. Ms. Moreno has served on the boards of Centro Cultural, a nonprofit serving the Latino community of Portland, as well as the
Chicago Women in Trades and Girls in the Game organizations. She also has prior connections to the PCC Foundation, Youth Job Center and the Hispanic Bell Management Association. Her expertise in technology and information security make her an
important addition to the Board.
Bradley J. Carlson is President and General Manager of Evergreen Memorial Gardens Cemetery, Funeral Chapel and Crematory, a position he
has held since 1995. A graduate of Washington State University with a Bachelor of Arts in Communications and Advertising, Mr. Carlson spent over 10 years in the computer industry as a sales person and sales manager before joining the family business
in 1987. He is a past Chair of the Board for the Association of Washington Business, which is a statewide business lobbying group with over 8,000 members. He is also past President of the Washington Cemetery, Cremation and Funeral Association, and
served for 11 years on the Washington State Funeral Directors, Embalmers and Cemetery Board, as appointed by the Governor. Currently he is on the Board of Directors of the Fairmount Memorial Group in Spokane, Washington. His expertise in community banking and finance, as well as his knowledge of, and business and personal contacts in the local market, make him a valuable resource to the Board.
Patrick Sheaffer joined Riverview Community Bank in 1963 and served as Chairman of the Board of the Bank from 1993 and of Riverview since
its inception in 1997 until August 26, 2020. Effective April 2, 2018, Mr. Sheaffer retired as Chief Executive Officer of Riverview Community Bank, a position he had held since 1976, and as Chief Executive Officer of Riverview, a position he had held
since Riverview’s inception in 1997. Mr. Sheaffer is active in numerous professional and civic organizations. He currently serves as a director of Peace Health Foundation, Clark County Fair, Responsible Growth Forum and Columbia River Horsemen’s
Foundation. Mr. Sheaffer’s career has given him expertise in all areas of banking.
Bess R. Wills is General Manager/Co-Owner of Gresham Ford in Gresham, Oregon and is responsible for all matters of the day-to-day
operation. She has over 30 years of experience in fiscal and corporate administration and management of businesses, including having managed a group of auto dealerships in Southern California. She is active with many business and community
organizations and has received statewide recognition for her work with local charities. She has been recognized as Woman Executive of the Year by the Portland Business Journal, as well as received numerous other awards in the Automotive Industry.
She is currently Chairperson of the Adventist Medical Foundation in Portland and has served on many other regional non-profit boards, as well as on the Audit Committee for Mt. Hood Community College. Ms. Wills’ career has given her strong leadership
experience and knowledge of owning and operating a long-established business. In 2022, she was recognized as one of the six Ford dealers globally with the “Salute to Dealers Award” from Ford Motor Company and the Ford family. This recognition
honors dealers who have relentless dedication to the betterment of their communities.
John A. Karas is retired. He served as President and Chief Executive Officer of Riverview Trust Company from 1999 until 2016 and as
Chairman of the Board of Riverview Trust Company from 2001 until 2022, and has over 30 years of trust experience. Mr. Karas received his Bachelor of Arts degree from Willamette University and his Juris Doctor degree from Lewis & Clark Law
School’s Northwestern School of Law. He is a retired member of the Oregon, Multnomah County and American Bar Associations and is a Certified Trust and Financial Advisor. Mr. Karas is also active in numerous civic organizations. He is familiar with
all phases of the trust business and his experience includes trust administration, trust legal counsel, investments and real estate.
Kevin J. Lycklama was appointed as President and Chief Executive Officer of Riverview and Riverview Community Bank effective April 2,
2018. Prior to that, he served as Executive Vice President and Chief Operating
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Officer from July 27, 2017 until April 2, 2018, Executive Vice President and Chief Financial Officer from February 2008 until July 2017 and Vice President and Controller from 2006 until 2008. Prior
to joining Riverview, Mr. Lycklama was an audit manager for an Oregon CPA firm. He holds a Bachelor of Arts degree from Washington State University, is a graduate of the Pacific Coast Banking School and is a certified public accountant. Mr.
Lycklama currently serves on the Board of Directors of the Community Bankers of Washington, Identity Clark County and the Washington State University Vancouver Advisory Council. Mr. Lycklama’s career has given him a range of banking experience with
particular emphasis on financial expertise.
Stacey A. Graham is retired. She was the owner of What’s Next? Strategies, a consulting firm she founded in January 2020 that provided
strategic, business, marketing and fund-raising counsel to nonprofit companies. From March 2021 until January 2022, she served as the interim President and Chief Executive Officer of The Historic Trust. Ms. Graham served as the President of the
Humane Society for Southwest Washington from 2013 to 2020. Prior to that, she was the Executive Vice President and Chief Strategy Officer of First Independent Bank from 2005 until 2012, when the Bank was acquired by Sterling Savings Bank. After the
acquisition, Ms. Graham served as Sterling’s Senior Vice President and Merger Integration Officer through the end of 2012. She was a member of the Board of Directors of LightHouse Community Credit Union from June 2017 until November 2020. She is an
active volunteer and is involved in many regional and local organizations. In addition, Ms. Graham has served on the boards of YWCA of Clark County, Nonprofit Network of Southwest Washington, Northwest Pilot Project, Friends of the Family, Marion
County Red Cross and Children First for Oregon. In 2019, she received the Iris Award given to women in leadership in Southwest Washington. Ms. Graham’s expertise in community banking and marketing, as well as her extensive civic and community
involvement, make her a valuable resource to the Board.
MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS
AND CORPORATE GOVERNANCE MATTERS
Board of Directors
The Boards of Directors of Riverview and Riverview Community Bank conduct their business through Board and committee meetings. During the fiscal year ended March 31, 2022, the
Riverview Board of Directors held 14 regular meetings and the Bank Board of Directors held 14 regular meetings. No director attended fewer than 75% of the total meetings of the Boards and committees on which he or she served during this period. The
Board of Directors regularly meet in executive session, outside of the presence of the Chief Executive Officer and management.
Committees and Committee Charters
Riverview and Riverview Community Bank’s Boards of Directors have joint Executive, Audit, and Nominating and Governance Committees. Riverview Community Bank’s Board of Directors
also have standing Personnel/ Compensation and Senior Loan, as well as several other committees. The Audit, Nominating and Governance, and Personnel/Compensation Committees have adopted written charters, copies of which are available on our website
at www.riverviewbank.com. Our directors’ current membership on these committees is reflected below.
|
Executive
|
|
Audit
|
|
Nominating and
Governance
|
|
Personnel/
Compensation
|
|
Senior Loan
|
Bradley J. Carlson
|
✓
|
|
|
|
Chair
|
|
|
|
|
Patricia W. Eby
|
|
|
Chair
|
|
|
|
✓
|
|
|
Stacey A. Graham
|
|
|
|
|
✓
|
|
|
|
✓
|
John A. Karas
|
|
|
✓
|
|
|
|
|
|
|
Kevin J. Lycklama
|
✓
|
|
|
|
|
|
|
|
✓
|
Valerie Moreno
|
|
|
|
|
|
|
|
|
|
Gerald L. Nies
|
Chair
|
|
|
|
|
|
|
|
|
Jerry C. Olson
|
|
|
✓
|
|
|
|
✓
|
|
|
Patrick Sheaffer
|
|
|
|
|
|
|
|
|
Chair
|
Bess R. Wills
|
✓
|
|
|
|
✓
|
|
Chair
|
|
|
8
The Executive Committee acts for the Board of Directors when formal Board action is required between regular meetings. The Committee has the authority to exercise all powers of the full Board of
Directors, except that it does not have the power to, among other things, declare dividends, authorize the issuance of stock, amend the Bylaws or approve any agreement of merger or consolidation other than mergers of Riverview subsidiaries. The
Executive Committee met five times during the fiscal year ended March 31, 2022.
The Audit Committee oversees management’s fulfillment of its financial reporting responsibilities and maintenance of an appropriate internal control system. It also has the sole
authority to appoint or replace our independent registered public accounting firm (“independent auditor”) and oversees the activities of our internal audit functions. The Audit Committee also assists the Board in fulfilling its oversight
responsibilities relating to the quality and integrity of financial reports. The Committee meets with the independent auditor to discuss the results of the annual audit and quarterly procedures and to review the audit report prepared by the
independent auditor. The members of the Audit Committee also receive and review all reports, findings, disclosures and other information presented to them by the officers regarding financial reporting policies and practices. The Audit Committee
regularly meets in executive session with the independent auditor and also routinely meets in executive session with Riverview’s Risk and Audit Manager. The Audit Committee believes it has fulfilled its responsibilities under its charter. Each
member of the Audit Committee is “independent,” in accordance with the requirements for companies listed on The Nasdaq Stock Market LLC (“NASDAQ”). In addition, Ms. Eby has been designated by the Board of Directors as the “audit committee financial
expert,” as defined by the SEC. The Audit Committee met four times during the fiscal year ended March 31, 2022.
The Nominating and Governance Committee oversees Riverview’s corporate governance principles and practices. It is also responsible for evaluating overall Board structure,
assessing the skills, backgrounds and experience that are represented on the Board. The Committee proposes nominees for appointment or election to the Board and conducts searches to fill director vacancies and the Chief Executive Officer position.
Final approval of director nominees is made by the full Board, based on the recommendations of the Committee. The Committee also reviews the level and form of director compensation and manages the Board and committee self-evaluation process. Each
member of the Committee is “independent,” in accordance with the requirements for companies listed on NASDAQ. The Committee believes it has fulfilled its responsibilities under its charter. The Committee met five times during the fiscal year ended
March 31, 2022.
Only those nominations made by the Committee or properly presented by stockholders will be voted upon at the annual meeting. The Committee actively considers diversity in its
recruitment and nomination of directors, and in its assessment of the effectiveness of the Board of Directors and its Committees. In its deliberations for selecting candidates for nominees as director, the Nominating and Governance Committee
evaluates the qualifications of individual candidates, including identifying the beneficial impact a candidate will have on Riverview and the Board in terms of skill set, knowledge of the banking business, the candidate’s independence, communication
skills, education, individual success in chosen fields, business development contributions, character, expertise, experience and involvement in community, business and civic affairs. The Committee also considers whether the candidate would provide
for adequate representation of the market area of Riverview Community Bank. Any nominee for director made by the Committee must be highly qualified with regard to some or all these attributes. In searching for qualified director candidates to fill
vacancies in the Board, the Committee solicits its current Board of Directors for names of potentially qualified candidates. Additionally, the Committee may request that members of the Board of Directors pursue their own business contacts for the
names of potentially qualified candidates. The Committee would then consider the potential pool of director candidates, select the candidate the Committee believes best meets the then-current needs of the Board, and conduct a thorough investigation
of the proposed candidate’s background to ensure there is no past history that would cause the candidate not to be qualified to serve as a Riverview director. The Committee will consider director candidates recommended by our stockholders. If a
stockholder submits a proposed nominee, the Committee would consider the proposed nominee, along with any other proposed nominees recommended by members of our Board of Directors, in the same manner in which the Committee would evaluate its nominees
for director. For a description of the proper procedure for stockholder nominations, see “Stockholder Proposals and Nominations” in this Proxy Statement.
The Personnel/Compensation Committee has overall responsibility for: (1) approving and evaluating the compensation programs and policies for Riverview’s executive officers, which
are designed to attract, motivate and retain key individuals responsible for the success of Riverview as a whole; (2) administering and maintaining such
9
programs in a manner that will benefit the long-term interests of Riverview and its stockholders; (3) approving the salary, bonus, stock equity-based and other compensation of Riverview’s executive
officers; and (4) periodically reviewing management development activities and succession plans. The Committee meets, outside of the presence of Mr. Lycklama, to evaluate his performance relative to stated goals and approve his cash and equity
compensation. Mr. Lycklama makes recommendations to the Committee regarding the compensation of all other executive officers. The Committee considers Mr. Lycklama’s recommendations, evaluates the performance of the executive officers and determines
cash and equity compensation for the executive officers. Each member of the Personnel/Compensation Committee is “independent,” in accordance with the requirements for companies listed on NASDAQ. The Committee believes it has fulfilled its
responsibilities under its charter. The Personnel/Compensation Committee met four times during the fiscal year ended March 31, 2022.
The Senior Loan Committee consists of Directors Sheaffer, Lycklama and another independent director on a rotating basis, and is co-chaired by Executive Vice President Daniel Cox,
who does not vote on matters presented to the Committee. If Mr. Lycklama is unable to attend a meeting, Mr. Lam acts in his absence. The Committee reviews and approves all aggregate lending relationships over $5 million. The Senior Loan Committee
met 32 times during the fiscal year ended March 31, 2022.
Director Qualifications and Experience
As described in the previous paragraph, the Nominating and Governance Committee considers a number of criteria when selecting new members of the Board. The following table
identifies the experience, qualifications, attributes and skills that the Committee considered in making its decision to nominate directors to our Board; however, the fact that a particular attribute was not considered should not be construed to be a
determination that the director lacks such an attribute.
|
Carlson
|
Eby
|
Graham
|
Karas
|
Lycklama
|
Moreno
|
Nies
|
Olson
|
Sheaffer
|
Wills
|
Experience, Qualification, Skill or Attribute
|
|
|
|
|
|
|
|
|
|
|
Professional standing in chosen field
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Expertise in financial services or related industry
|
X
|
X
|
X
|
X
|
X
|
|
|
|
X
|
|
Audit Committee Financial Expert (actual or potential)
|
|
X
|
|
|
|
|
|
X
|
|
|
Civic and community involvement
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Other public company experience
|
X
|
|
|
|
|
|
|
|
X
|
|
Leadership and team building skills
|
X
|
|
X
|
X
|
X
|
|
X
|
X
|
X
|
X
|
Diversity by race, gender or culture
|
|
X
|
X
|
|
|
X
|
|
|
|
X
|
Specific skills/knowledge
|
|
|
|
|
|
|
|
|
|
|
Finance
|
X
|
X
|
|
X
|
X
|
|
X
|
|
X
|
X
|
Technology
|
|
|
|
|
|
X
|
X
|
|
|
X
|
Marketing
|
X
|
|
X
|
X
|
X
|
|
X
|
X
|
X
|
X
|
Public affairs
|
X
|
|
X
|
|
|
|
X
|
X
|
X
|
|
Human resources
|
X
|
X
|
X
|
X
|
X
|
|
X
|
X
|
X
|
X
|
Governance
|
X
|
|
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
Board Diversity
As part of its director nominee evaluation process, the Board considers diverse viewpoints, backgrounds and experiences, as well as gender, age, race and ethnicity, as important
in the selection of directors to enhance the Board’s diversity. The table below presents a summary of the Board’s diversity statistics, as required by Nasdaq. Each of the categories listed in the table below has the meaning as it is used in Nasdaq
Rule 5605(f).
10
Board Diversity Matrix (As of June 28, 2022)
|
Total Number of Directors
|
10
|
Part I: Gender Identity
|
Male
|
Female
|
Non-binary
|
Did Not
Disclose
Gender
|
Directors
|
4
|
4
|
--
|
2
|
Part II: Demographic Background
|
|
|
|
|
Hispanic or Latinx
|
--
|
1
|
--
|
--
|
White
|
4
|
3
|
--
|
--
|
LGBTQ+
|
--
|
1
|
--
|
--
|
Did Not Disclose Demographic Background
|
--
|
--
|
--
|
2
|
Board Involvement in Risk Management Process
Risk management is the responsibility of management and risk oversight is the responsibility of the Board. The Board administers its risk oversight function principally through
the division of responsibility within its committee structure, with each board committee being responsible for overseeing risk within its area of responsibility. For example, our Audit Committee plays an important role overseeing our internal audit
function and is responsible for reviewing significant reports prepared by the internal audit department. Significant risk oversight matters considered by the committees are reported to and considered by the Board. Some significant risk oversight
matters are reported directly to the Board, including matters not falling within the area of responsibility of any committee. Types of risk with the potential to adversely affect Riverview include credit, interest rate, liquidity, compliance risks,
cybersecurity and risks relating to our operations and reputation.
Directors keep themselves informed of the activities and condition of Riverview and of the risk environment in which it operates by regularly attending Board and assigned Board
committee meetings, and by review of meeting materials, auditors’ findings and recommendations, and supervisory communications. Directors stay abreast of general industry trends and any statutory and regulatory developments pertinent to Riverview
and the Bank by periodic briefings by senior management, counsel, auditors or other consultants, and by more formal director education.
The Board oversees the conduct of Riverview’s business and administers the risk management function by:
•
|
selecting, evaluating, and retaining competent senior management;
|
•
|
establishing, with senior management, Riverview’s long- and short-term business objectives, and adopting operating policies to achieve these objectives in a legal and sound manner;
|
•
|
monitoring operations to ensure that they are controlled adequately and are in compliance with laws and policies;
|
•
|
overseeing Riverview’s business performance; and
|
•
|
ensuring that the Bank helps to meet our communities’ credit needs.
|
These responsibilities are governed by a complex framework of federal and state law and regulation as well as regulatory guidelines applicable to the operation of Riverview and the Bank.
The Board ensures that all significant risk-taking activities are covered by written policies that are communicated to appropriate employees. Specific policies cover material
credit, market, liquidity, operational, legal and reputation risks. The policies are formulated to further Riverview’s business plan in a manner consistent with safe and sound practices. The Board ensures that all such policies are monitored by
senior management to make certain that they conform with changes in laws and regulations, economic conditions, and Riverview’s and the Bank’s circumstances. The policies are implemented by senior management who develop and maintain procedures,
including a system of internal controls, designed to foster
11
sound practices, to comply with laws and regulations, and to protect Riverview against external crimes and internal fraud and abuse. To assist Riverview with respect to risk management, and to assist the Board and Board committees with respect to
risk oversight, the Bank employs a Vice President, Audit and Risk Manager, who works to identify and assess risks in all areas of Riverview and the Bank. The Audit and Risk Manager reports to the Audit Committee, attends meetings of the Audit and
Risk Management Committees on a regular basis, and attends Board and other committee meetings as needed.
Management regularly provides the Board and its various committees with a significant amount of information regarding a wide variety of matters affecting Riverview. This
includes senior management reports to the Board. These reports present information in a form meaningful to members of the Board, who recognize that the level of detail and frequency of individual senior management reports will vary with the nature
of risk under consideration and Riverview’s and the Bank’s unique circumstances. Matters presented to the Board and Board committees generally include information with respect to risk. The Board and Board committees consider the risk aspects of
such information and often request additional information with respect to issues that may involve risk to Riverview. The Board and Board committees also raise risk issues on their own initiative.
The Board has established a mechanism for independent third party review and testing of compliance with policies and procedures, applicable laws and regulations, and the accuracy
of information provided by senior management. This is accomplished, for example, by an internal auditor reporting directly to the Audit Committee. In addition, an external audit is performed. The Audit Committee reviews the auditors’ findings with
senior management and monitors senior management’s efforts to resolve any identified issues and recommendations. The Audit Committee provides regular reports of its activities to the Board.
The Board also reviews reports of inspection and examination or other supervisory activity, and any other material correspondence received from Riverview’s regulators. Findings
and recommendations, if any, are carefully reviewed, and progress in addressing such matters is routinely monitored.
Corporate Governance
We are committed to establishing and maintaining high standards of corporate governance. The Board of Directors is cognizant of its responsibility to comply with the provisions
contained in the Sarbanes-Oxley Act of 2002 and the rules and regulations of the SEC adopted thereunder, as well as NASDAQ rules with respect to corporate governance. The Board and its committees will continue to evaluate and improve our corporate
governance principles and policies as necessary and as required.
Leadership Structure. The positions of Chairman of the Board and of President and Chief Executive Officer are held by two
different people, which has been the case since April 2018. In addition, Director Bradley J. Carlson serves as Vice-Chairman of the Board and leads the Board in the absence of the Chairman of the Board. The Chairman and Vice-Chairman are
recommended by the Nominating and Governance Committee for appointment by the Board. The Board believes the leadership structure is appropriate for Riverview because it provides segregation of duties between managing Riverview and leadership of the
Board. It also allows the President and Chief Executive Officer to focus on the day-to-day business of managing our operations, while the Chairman leads the Board.
Director Independence and Tenure. Our common stock is listed on the NASDAQ Global Select Market. In accordance with NASDAQ requirements,
at least a majority of our directors must be independent directors. The Board has determined that eight of our ten current directors are independent, as defined by NASDAQ. Directors Carlson, Eby, Graham, Karas, Moreno, Nies, Olson and Wills are all
independent. Director Sheaffer is a former officer and Director Lycklama is a current officer and thus, are not independent.
Our goal is to have a diverse mix of directors with the appropriate experience, independence, knowledge and skills to oversee Riverview and its management team. As part of our
Board refreshment efforts, the Board added Valerie Moreno as a director in December 2021. New directors bring fresh perspectives and valued skill sets. The directors continuing after the annual meeting have an average tenure of 10.1 years, which
the Board believes appropriately balances experience and new outlooks. The independent directors have an average tenure of 6.3 years.
Code of Conduct. On March 23, 2022, the Board of Directors revised the Officer and Director Code of Conduct, Conflict of Interest and
Whistleblower Policy that had originally been adopted on December 17, 2003. The
12
Code is applicable to each of Riverview’s directors and officers, including the principal executive officer and senior financial officers, and requires individuals to maintain the highest standards of professional conduct. A copy of the Code of
Conduct, Conflict of Interest and Whistleblower Policy is available on our website at www.riverviewbank.com.
Communication with the Board of Directors. The Board of Directors maintains a process for stockholders to communicate with the Board.
Stockholders wishing to communicate with the Board should send any communication to the Corporate Secretary, Riverview Bancorp, Inc., 900 Washington Street, Suite 900, Vancouver, Washington 98660. Any communication must state the number of shares
beneficially owned by the stockholder making the communication. The Corporate Secretary will forward such communication to the full Board of Directors or to any individual director or directors to whom the communication is directed unless the
communication is unduly hostile, threatening, illegal or similarly inappropriate, in which case the Corporate Secretary has the authority to discard the communication or take appropriate legal action.
Annual Meeting Attendance by Directors. We do not have a policy regarding Board member attendance at annual meetings of stockholders.
All members of the Board of Directors attended the 2021 annual meeting of stockholders.
Related Party Transactions. Federal regulations require that all loans or extensions of credit to executive officers and directors must
be made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with other persons (unless the loan or extension of credit is made under a benefit program generally
available to all other employees and does not give preference to any insider over any other employee) and does not involve more than the normal risk of repayment or present other unfavorable features. Riverview Community Bank is therefore prohibited
from making any new loans or extensions of credit to its executive officers and directors at different rates or terms than those offered to the general public and has adopted a policy to this effect. The aggregate amount of loans by the Bank to its
executive officers and directors was approximately $3.8 million at March 31, 2022. These loans (i) were made in the ordinary course of business, (ii) were made on substantially the same terms and conditions, including interest rates and collateral,
as those prevailing at the time for comparable transactions with the Bank’s other customers and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features when made. All
loans are made pursuant to the Bank’s normal loan approval and review procedures, which are governed by written policies. In addition, all loans and aggregate loans to individual directors and executive officers are required to be reviewed by the
Executive Committee and reported to the Board.
Hedging Policy. Riverview does not have a policy regarding the ability of employees or directors to purchase financial instruments or
otherwise engage in transactions that hedge or offset any decrease in the market value of Riverview’s equity securities.
The following table shows the compensation paid to our directors for the fiscal year ended March 31, 2022, with the exception of Kevin J. Lycklama, who is our President and Chief
Executive Officer and whose compensation is included in the section entitled “Executive Compensation.” Our directors did not receive any option awards, stock awards or non-equity incentive plan compensation, nor did they participate in a pension or
nonqualified deferred compensation plan; therefore, these columns have been omitted from the table below.
Name
|
|
Fees Earned or
Paid in Cash ($)
|
|
All Other
Compensation ($)
|
|
Total ($)
|
|
|
|
|
|
|
|
Patrick Sheaffer
|
|
53,600
|
|
--
|
|
53,600
|
Jerry C. Olson
|
|
37,600
|
|
--
|
|
37,600
|
Gerald L. Nies
|
|
54,200
|
|
--
|
|
54,200
|
Bess R. Wills
|
|
52,967
|
|
--
|
|
52,967
|
Bradley Carlson
|
|
56,050
|
|
--
|
|
56,050
|
John A. Karas
|
|
41,500
|
|
--
|
|
41,500
|
Patricia W. Eby
|
|
49,700
|
|
--
|
|
49,700
|
Stacey A. Graham
|
|
45,950
|
|
--
|
|
45,950
|
Valerie Moreno (1)
|
|
18,767
|
|
--
|
|
18,767
|
______________
|
(1)
|
Ms. Moreno was appointed to the Board in December 2021.
|
13
Directors receive an annual retainer of $20,000 and a fee of $1,000 for each Board meeting attended. Non-employee directors also receive $300 for each committee meeting or work
session attended and $750 each quarter for serving as a director on the Riverview Trust Company Board. The Nominating and Governance Committee recommends to the Board of Directors the amount of fees paid for service on the Board. Directors also
receive an annual retainer for the following Board positions: Chairman of the Board, $10,000; Vice-Chairman of the Board, $5,000; and Committee chairs, $7,000.
Summary Compensation Table
The following table shows information regarding compensation earned by our named executive officers.
Name and Principal Position
|
|
Year
|
|
Salary ($)
|
|
Stock
Awards
($)(1)
|
|
Non-Equity
Incentive
Plan
Compensation
($)
|
|
Nonqualified
Deferred
Compensation
Earnings
($)(2)
|
|
All Other
Compensation
($)(3)
|
|
Total ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin J. Lycklama
|
|
2022
|
|
386,333
|
|
143,173
|
|
360,775
|
|
747
|
|
58,886
|
|
949,914
|
President and Chief
|
|
2021
|
|
368,553
|
|
150,733
|
|
266,857
|
|
49
|
|
48,790
|
|
834,982
|
Executive Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Christopher P. Cline
|
|
2022
|
|
292,344
|
|
--
|
|
26,311
|
|
1,638
|
|
19,922
|
|
340,215
|
President and Chief Executive
|
|
2021
|
|
292,344
|
|
--
|
|
--
|
|
1,422
|
|
18,995
|
|
312,761
|
Officer of Riverview Trust
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David Lam (4)
|
|
2022
|
|
238,054
|
|
30,608
|
|
140,471
|
|
--
|
|
22,558
|
|
431,691
|
Executive Vice President
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kim J. Capeloto
|
|
2022
|
|
235,852
|
|
--
|
|
--
|
|
292
|
|
371,858
|
|
608,002
|
Former Executive Vice
|
|
2021
|
|
257,331
|
|
42,298
|
|
144,944
|
|
223
|
|
22,216
|
|
467,012
|
President and Chief
Banking Officer (5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
____________
(1)
|
Represents the aggregate grant date value of awards, computed in accordance with Financial Accouting Standards Board Accounting Standards Codification Topic 718, “Compensation–Stock
Compensation.” For a discussion of valuation assumptions, see Note 11 of the Notes to Consolidated Financial Statements in Riverview’s Annual Report on Form 10-K for the year ended March 31, 2022.
|
(2)
|
Consists of above-market earnings on balances in the nonqualified deferred compensation plan; calculated based on the earnings adjustment in excess of 120 percent of the applicable federal
long-term rate in effect on January 1st of each year.
|
(3)
|
The following table reflects the other compensation paid to our named executive officers in the year ended March 31, 2022.
|
Name
|
|
ESOP
Contribution ($)
|
|
401(k) Plan
Contribution ($)
|
|
Life Insurance
Premium ($)
|
|
Company Car
Allowance ($)
|
|
Board
Fees ($)
|
|
Separation
Payment ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kevin J. Lycklama
|
|
4,054
|
|
11,824
|
|
608
|
|
8,400
|
|
34,000
|
|
--
|
Christopher P. Cline
|
|
3,873
|
|
6,485
|
|
3,564
|
|
6,000
|
|
--
|
|
--
|
David Lam
|
|
4,054
|
|
11,694
|
|
810
|
|
6,000
|
|
--
|
|
--
|
Kim J. Capeloto
|
|
4,054
|
|
10,765
|
|
2,039
|
|
5,000
|
|
--
|
|
250,000
|
__________
(4) |
Not a named executive officer in 2021.
|
(5) |
Mr. Capeloto resigned effective February 4, 2022.
|
Employment and Change in Control Agreements. We have entered into employment and change in
control agreements with each of the named executive officers. Mr. Capeloto resigned effective Feburary 4, 2022 and became subject to the terms of Separation Agreement described below. The employment and change in control agreements
14