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.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on July 24, 201323, 2014
Vote Required to Approve Proposal 2: Advisory Approval of Named Executive Officer Compensation
PROPOSAL 1 – ELECTION OF DIRECTORS
Our Board of Directors consists of eight members and is divided into three classes. Approximately 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 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 Ronald A. Wysaske, Michael D. AllenPatrick Sheaffer, Edward R. Geiger and Gerald L. NiesBess R. Wills for a three-year term.
| | Age as of | | Year First Elected or | | Term to |
Name | | March 31, 2013 | | Appointed Director (1) | | Expire |
| | | | | | |
BOARD NOMINEES |
| | | | | | |
Ronald A. Wysaske | | 60 | | 1985 | | 2016 (2) |
Michael D. Allen | | 71 | | 2001 | | 2016 (2) |
Gerald L. Nies | | 64 | | 2009 | | 2016 (2) |
|
DIRECTORS CONTINUING IN OFFICE |
|
Patrick Sheaffer | | 73 | | 1979 | | 2014 |
Edward R. Geiger | | 70 | | 1999 | | 2014 |
Bess R. Wills | | 59 | | 2010 | | 2014 |
Jerry C. Olson | | 71 | | 2007 | | 2015 |
Gary R. Douglass | | 71 | | 1994 | | 2015 |
________________ | | | | | | |
(1) | | For years prior to 1998, includes service on the Board of Directors of Riverview Community Bank. |
(2) | | Assuming the individual is elected or re-elected. |
| | Age as of | | Year First Elected or | | Term to |
Name | | March 31, 2014 | | Appointed Director (1) | | Expire |
| | | | | | |
BOARD NOMINEES |
| | | | | | |
Patrick Sheaffer | | 74 | | 1979 | | 2017 (2) |
Edward R. Geiger | | 71 | | 1999 | | 2017 (2) |
Bess R. Wills | | 60 | | 2010 | | 2017 (2) |
|
DIRECTORS CONTINUING IN OFFICE |
Jerry C. Olson | | 72 | | 2007 | | 2015 |
Gary R. Douglass | | 72 | | 1994 | | 2015 |
Ronald A. Wysaske | | 61 | | 1985 | | 2016 |
Michael D. Allen | | 72 | | 2001 | | 2016 |
Gerald L. Nies | | 65 | | 2009 | | 2016 |
______________
(1) | For years prior to 1998, includes service on the Board of Directors of Riverview Community Bank. |
(2) | Assuming the individual is re-elected. |
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 makes him uniquely qualified to serve on Riverview’s Board of Directors. All nominees and directors have held their present positions for at least five years unless otherwise indicated.
Ronald A. Wysaske joined Riverview Community Bank in 1976. He became President and Chief Operating Officer of the Bank and Riverview in February 2004. He has been a member of the Board of Directors of the Bank since 1985, and Riverview since its inception in 1997. Prior to his appointment as President and Chief Operating Officer, he served as Executive Vice President, Treasurer and Chief Financial Officer of the Bank since 1981 and of Riverview since its inception. He is responsible for the daily operations and the management of Riverview Community Bank. Mr. Wysaske holds a B.A. and an M.B.A. from Washington State University, and is active in numerous professional, educational and civic organizations. Mr. Wysaske’s banking career gives him expertise in all areas of banking.
Michael D. Allen is retired after a 40-year career in the banking industry. Mr. Allen began his career with Seattle First National Bank in 1964 and progressed through a number of management positions, including serving as Vice President and Credit Supervisor for Southwest Washington. From 1989 until 1998, Mr. Allen served as Executive Vice President of Northwest National Bank, responsible for commercial and retail banking operations. During that bank’s pending acquisition by US Bank, Mr. Allen served as President from 1998 until 1999. He is a past board member of the Southwest Washington Private Industry Council, Identity Clark County, the Vancouver Housing Authority and the Community Housing Resource Center. Mr. Allen’s banking career has given him expertise in all areas of banking.
Gerald L. Nies is Executive Vice President at Fullerton & Company, Inc., a division of Brown & Brown. Prior to that, he was the President and Chief Executive Officer of Nies Community Insurance Inc., a position he held from 1985 until he sold the business in January 2011. 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 also is one of the five Clark County Emergency Medical Services Administrative Board members and a director for Northwest Heart of Gold Inc., a Portland-based non-profit organization that raises funds for cancer research at Oregon Health and Sciences University. Mr. Nies served for five years as Fire Chief for the City of Battle Ground and is a past President of the Battle Ground Chamber of Commerce. Mr. Nies’ career has afforded him expertise in managing financial and operational aspects of a business.
Patrick Sheaffer joined Riverview Community Bank in 1963 and has served as Chief Executive Officer since 1976. He became Chairman of the Board in 1993. He has been Chairman of the Board and Chief Executive Officer of Riverview since its inception in 1997. He is responsible for the daily operations and the management of Riverview. Mr. Sheaffer is active in numerous professional and civic organizations. Mr. Sheaffer’s banking career gives him expertise in all areas of banking.
Edward R. Geiger is a retired business management and executive search consultant with over 45 years of experience. Prior to establishing his consulting firm, Mr. Geiger was Corporate Controller at Pacific Telecom, Inc. His prior experience also includes three other Fortune 500 companies, municipal government and the military. Mr. Geiger
holds B.S. and M.B.A. degrees from Lehigh University and is an inactive certified public accountant. He is an active volunteer currently serving on the boards of directors of several non-profit organizations. Mr. Geiger’s career gave him experience in preparing budgets and financial statements, as well as general accounting experience.
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 25 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. Ms. Wills’ career has given her strong leadership experience and knowledge of owning and operating a long-established business.
Jerry C. Olson is President and Chief Executive Officer of Olson Engineering, Inc. A graduate of Oregon State University with a Masters in Forest Engineering, Mr. Olson holds many professional designations including Professional Engineer, Professional Land Surveyor, and Certified Forester. He is actively involved in many regional and local organizations, including Responsible Growth Forum, Engineering and Surveying Licensing Board, North Country EMS, Association of Washington Business and the Clark College Business Advisory Council. In addition, Mr. Olson has been on the Board of the Columbia River Economic Development Council, The Building Industry of Clark County, the Commercial Real Estate Economic Coalition and is Chairman of the North County EMS District Board. Mr. Olson’s career has given him strong leadership experience and knowledge of owning and operating a long-established business.
Gary R. Douglass is a retired certified public accountant. Prior to his retirement, he had been in private practice in Camas, Washington since 1978 and retired as a partner of Douglass, Paulson & Lessard, CPAs, PC in April 2004. He serves on the Board of Directors of Riverview Asset Management Corp. Mr. Douglass’ career has given him extensive experience in business and tax consulting for a wide range of clients.
Ronald A. Wysaske joined Riverview Community Bank in 1976. He became President and Chief Operating Officer of the Bank and Riverview in February 2004. He has been a member of the Board of Directors of the Bank since 1985, and Riverview since its inception in 1997. Prior to his appointment as President and Chief Operating Officer, he served as Executive Vice President, Treasurer and Chief Financial Officer of the Bank since 1981 and of Riverview since its inception. He is responsible for the daily operations and the management of Riverview Community Bank. Mr. Wysaske holds a B.A. and an M.B.A. from Washington State University, and is active in numerous professional, educational and civic organizations. Mr. Wysaske’s banking career gives him expertise in all areas of banking.
Michael D. Allen is retired after a 40-year career in the banking industry. Mr. Allen began his career with Seattle First National Bank in 1964 and progressed through a number of management positions, including serving as Vice President and Credit Supervisor for Southwest Washington. From 1989 until 1998, Mr. Allen served as Executive Vice President of Northwest National Bank, responsible for commercial and retail banking operations. During that bank’s pending acquisition by US Bank, Mr. Allen served as President from 1998 until 1999. He is a past board member of the Southwest Washington Private Industry Council, Identity Clark County, the Vancouver Housing Authority and the Community Housing Resource Center. Mr. Allen’s banking career has given him expertise in all areas of banking.
Gerald L. 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 also is one of the five Clark County Emergency Medical Services Administrative Board members and a director for Northwest Heart of Gold Inc., a Portland-based non-profit organization that raises funds for cancer research at Oregon Health and Sciences University. Mr. Nies served for five years as Fire Chief for the City of Battle Ground and is a past President of the Battle Ground Chamber of Commerce. Mr. Nies’ career has afforded him expertise in managing financial and operational aspects of a business.
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, 2013,2014, the Riverview Board of Directors held eightnine regular meetings and fourfive work sessions. The Bank Board of Directors held nine regular meetings and four work sessions. A work session is an abbreviated meeting, covering limited subjects. No director attended fewer than 75% of the total meetings of the Boards and committees on which he or she served during this period.
Committees and Committee Charters
Riverview’s Board of Directors has a number of committees, including Executive, Audit, Stock Option and Nominating Committees. Riverview Community Bank’s Board of Directors has standing Executive, Audit, Personnel/Compensation, Risk Management, Senior Loan, Nominating and Compliance Committees, as well as several other committees. Riverview’s Board of Directors does not have its own compensation committee because Riverview has no employees. Riverview’s Audit and Nominating Committees have adopted written charters, as has the Bank’s Personnel/ Compensation Committee, copies of which are available on our website at www.riverviewbank.com.
Committees of the Riverview Board of Directors
The Executive Committee consists of Directors Sheaffer (Chairman), NiesGeiger and Wills. This Committee meets as necessary in between meetings of the full Board of Directors. The Executive Committee met oncethree times during the fiscal year ended March 31, 2013.2014.
The Audit Committee consists of Directors GeigerDouglass (Chairman), Olson and Douglass,Geiger, and is responsible for developing and monitoring the audit program. It also has the sole authority to appoint or replace our independent auditor. The Committee meets with the independent auditor to discuss the results of the annual audit and quarterly procedures. The members of the Committee also receive and review all the reports, findings and other information presented to them by the officers regarding financial reporting policies and practices. 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, Mr. Geiger has been designated by the Board of Directors as the “audit committee financial expert,” as defined by the SEC. The Audit Committee met fivefour times during the fiscal year ended March 31, 2013.2014.
The Stock Option Committee consists of Directors Wills (Chairman), Olson and Allen, and is responsible for approving all stock option grants. The Committee did not meetmet once during the fiscal year ended March 31, 2013.2014.
The Nominating Committee consists of Directors Douglass (Chairman), Olson and Wills, and is responsible for selecting nominees for the election of directors and developing a list of nominees for Board vacancies. Each member of the Committee is “independent,” in accordance with the requirements for companies quoted on The Nasdaq Stock Market. The Committee met twice during the fiscal year ended March 31, 2013.2014.
Only those nominations made by the Committee or properly presented by stockholders will be voted upon at the annual meeting. In its deliberations for selecting candidates for nominees as director, the Nominating 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.
Director Qualifications and Experience
As described in the previous paragraph, the Nominating 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.
| Allen | Douglass | Geiger | Nies | Olson | Sheaffer | Wysaske | Wills |
Experience, Qualification, Skill or Attribute | | | | | | | | |
Professional standing in chosen field | X | X | X | X | X | X | X | X |
Expertise in financial services or related industry | X | | | | | X | X | |
Audit Committee Financial Expert (actual or potential) | | X | X | | | | | |
Civic and community involvement | X | X | X | X | X | X | X | X |
Other public company experience | | | | | | X | | |
Leadership and team building skills | X | X | X | X | X | X | X | X |
Diversity by race, gender or culture | | | | | | | | X |
Specific skills/knowledge | | | | | | | | |
Finance | X | X | X | | | X | X | X |
Technology | | | | X | | | | X |
Marketing | | | X | X | X | X | X | X |
Public affairs | X | | | X | X | X | X | |
Human resources | | X | X | X | X | X | X | X |
Governance | X | X | | X | X | X | X | X |
Leadership Structure
The positions of Chairman of the Board and Chief Executive Officer are held by the same person. BessEdward R. WillsGeiger serves as Vice-Chairman of the Board and lead independent director. The lead independent director acts as the principal liaison between the independent directors of the Board and the Chairman of the Board. The lead independent director also leads the Board in the absence of the Chairman of the Board. The Board rotates the position of lead independent director amongst the outside directors on an annual basis. The position of President of the Bank is held by separate person. The Board believes this structure is appropriate for Riverview because of the current Chief Executive Officer’s level of experience and knowledge of Bank operations. This structure also allows the President to focus on the day-to-day business of managing the Bank.
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 Risk Management 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, 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 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 Manager, who works to identify and assess risks in all areas of Riverview and the Bank. The Audit 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.
Committees of the Riverview Community Bank Board of Directors
The Executive Committee, which consists of Directors Sheaffer (Chairman), NiesGeiger and Wills, meets as necessary in between meetings of the full Board of Directors. This Committee met oncethree times during the fiscal year ended March 31, 2013.2014.
The Audit Committee consists of Directors GeigerDouglass (Chairman), Olson and DouglassGeiger and is responsible for developing and monitoring the audit program. The Committee meets with the independent auditor to discuss the results of the annual audit and quarterly procedures. The members of the Committee also receive and review all the reports, findings and other information presented to them by the officers regarding financial reporting policies and practices. The Audit Committee met oncefour times during the fiscal year ended March 31, 2013.2014.
The Personnel/Compensation Committee consists of Directors Olson (Chairman), Nies and Wills. The 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 the Company as a whole; (2) administering and maintaining such 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. Each member of the Personnel/Compensation Committee is “independent,” in accordance with the requirements for companies listed on NASDAQ. The Personnel/Compensation Committee met oncetwice during the fiscal year ended March 31, 2013.2014.
The Risk Management Committee consists of Directors Allen (Chairman), Douglass, Geiger, Nies, Olson, Wills, Sheaffer and Wysaske, and Ron Sines,Cirith Andersen Cebree, the AuditEnterprise Risk Manager of the Bank, who does not vote on matters presented to the Committee. This Committee is responsible for directing and monitoring the internal audit and compliance programs. The Risk Management Committee met threefour times during the fiscal year ended March 31, 2013.2014.
The Senior Loan Committee consists of Directors Sheaffer, Allen and Geiger,Douglass, and is chaired by Executive Vice President David A. Dahlstrom,Daniel Cox, who does not vote on matters presented to the Committee. If Mr. Sheaffer is unable to attend a meeting, Mr. Wysaske acts in his absence. The Committee reviews and approves all aggregate lending relationships over $5 million to Riverview Community Bank’s internal loan limit. The Senior Loan Committee met 2023 times during the fiscal year ended March 31, 2013.2014.
The Nominating Committee consists of Directors Douglass (Chairman), Olson and Wills, and is responsible for selecting nominees for the election of directors and developing a list of nominees for Board vacancies. The Committee met twice during the fiscal year ended March 31, 2013.2014.
The Compliance Committee consists of Directors Nies (Chairman), Geiger and Wysaske, and is responsible for monitoring and coordinating the Bank’s adherence to the provisions of the formal agreement with the Office of the Comptroller of the Currency. The Compliance Committee met 12 times during the fiscal year ended March 31, 2013.2014.
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.
Code of Conduct. On February 15, 2012,January 22, 2014, the Board of Directors revised the Officer and Director Code of Conduct, that had originally been adopted December 17, 2003. The 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 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 20122013 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 $867,837$854,000 at March 31, 2013.2014. These loans (i) were made in the ordinary course of business, (ii) were made on substantially the same terms and conditions, including interest rates and collateral, as those prevailing at the time for comparable transactions with the Bank’s other customers and (iii) did not involve more than the normal risk of collectibility or present other unfavorable features when made. All loans are made pursuant to the Bank’s normal loan approval and review procedures, which are governed by written policies. In addition, all loans and aggregate loans to individual directors and executive officers are required to be reviewed by the Executive Committee and reported to the Board.
Director Independence. Our common stock is listed on the NASDAQ Global Select Market. In accordance with Nasdaq requirements, at least a majority of our directors must be independent directors. The Board has determined that six of our eight directors are independent, as defined by Nasdaq. Directors Allen, Douglass, Geiger, Nies, Olson and Wills are all independent. Only Patrick Sheaffer, who is our Chairman and Chief Executive Officer, and Ronald A. Wysaske, who is our President and Chief Operating Officer, are not independent.
The following table shows the compensation paid to our non-employee directors for the fiscal year ended March 31, 2013. Compensation for Directors2014, with the exception of Patrick Sheaffer and Ronald A. Wysaske, who are also employees of Riverview Community Bank,and whose compensation is included in the section entitled “Executive Compensation.” Our non-employee directors did not receive any option awards, stock awards or non-equity incentive plan compensation, nor did they participate in a pension or nonqualified deferred compensation plan; therefore, these columns have been omitted from the table below.
Name | | Fees Earned or Paid in Cash ($) | | All Other Compensation ($)(1) | | Total ($) | | Fees Earned or Paid in Cash ($) | | | Option Awards ($)(1) | | | Total ($) | |
| | | | | | | | | | | | | | | |
Gary R. Douglass | | 19,250 | | 117 | | 19,367 | | | 23,250 | | | | 4,720 | | | | 27,970 | |
Edward R. Geiger | | 21,500 | | 117 | | 21,617 | | | 21,750 | | | | 4,720 | | | | 26,470 | |
Michael D. Allen | | 19,500 | | 117 | | 19,617 | | | 20,500 | | | | 4,720 | | | | 25,220 | |
Jerry C. Olson | | 19,750 | | 117 | | 19,867 | | | 17,750 | | | | 4,720 | | | | 22,470 | |
Gerald L. Nies | | 21,750 | | 117 | | 21,867 | | | 25,500 | | | | 4,720 | | | | 30,220 | |
Bess R. Wills | | 18,750 | | 117 | | 18,867 | | | 16,750 | | | | 4,720 | | | | 21,470 | |
______________ | | | | | | | |
(Footnote appears on following page)
| | (1) | ConsistsRepresents the aggregate grant date fair value of awards, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, “Compensation – Stock Compensation” (“FASB ASC Topic 718”). For a small giftdiscussion of valuation assumptions, see Note 13 of the Notes to directors.Consolidated Financial Statements in Riverview’s Annual Report on Form 10-K for the year ended March 31, 2014. As of March 31, 2014, the directors had the following aggregate number of option awards outstanding: Messrs. Douglass, Geiger and Allen, 17,000 each; Mr. Olson, 19,000; and Mr. Nies and Ms. Wills, 14,000 each. |
Directors receive an annual retainer of $5,000 and a fee of $1,000 for each Board meeting attended. Outside directors also receive $250 for each committee meeting or work session attended. The Personnel/Compensation Committee recommends to the Board of Directors the amount of fees paid for service on the Board. During the fiscal year ended March 31, 20132014, there were no increases in Board or committee meeting fees. In July 2013, non-employee members of the Board each received an award of options to purchase 4,000 shares of Riverview’s common stock. These awards were made in recognition of the progress made toward improving Riverview’s financial condition and overall asset quality, as well as satisfying the provisions of the formal agreement with the Office of the Comptroller of the Currency.
Compensation Discussion and Analysis
Personnel/Compensation Committee. Because Riverview does not have its own employees, the Personnel/Compensation Committee of Riverview Community Bank is responsible for establishing and monitoring compensation policies, and for evaluating performance and approving and evaluating compensation programs. The Committee is responsible for evaluating the performance of our Chief Executive Officer, while the Chief Executive Officer evaluates the performance of other senior officers of the Bank and makes recommendations to the Committee regarding compensation levels.
Objectives and Overview of the Compensation Program. Our executive compensation policies are designed to establish an appropriate relationship between executive pay and the annual and long-term performance of Riverview and Riverview Community Bank, to reflect the attainment of short- and long-term financial performance goals, to enhance our ability to attract and retain qualified executive officers, and to align to the greatest extent possible the interests of management and stockholders. The principles underlying the executive compensation policies include the following:
• ● | to attract and retain key executives who are vital to our long-term success and are of the highest caliber; |
• ● | to provide levels of compensation competitive with those offered throughout the financial industry and consistent with our level of performance; |
• ● | to motivate executives to enhance long-term stockholder value by building their equity interest in Riverview; and |
• ● | to integrate the compensation program with our annual and long-term strategic planning and performance measurement processes. |
The Committee considers a variety of subjective and objective factors in determining the compensation package for individual executives, including: (1) total compensation of executives at similarly situated financial institutions; (2) the performance of Riverview and Riverview Community Bank as a whole, with emphasis on annual performance factors and long-term objectives; (3) the responsibilities assigned to each executive; (4) the performance of each executive of assigned responsibilities as measured by our progress during the year; (5) potential for future advancement; and (6) length of time in the position.
Compensation Program Elements. The Personnel/Compensation Committee focuses primarily on the following four components in forming the total compensation program for our executive officers: base salary; incentive
compensation; deferred compensation; and long-term incentive compensation. The current compensation plans involve a combination of salary and incentive compensation to reward short-term performance, and deferred compensation and stock option grants to reward long-term performance.
Base Salary. The purpose of base salary is to create a secure base of cash compensation for our employees. Salary levels are designed to be competitive within the banking and financial services industries. In setting competitive salary levels, the Personnel/Compensation Committee regularly evaluates current salary levels by surveying similar institutions in Washington, Oregon and the Northwest. The survey analysis focuses primarily on asset size, nature of ownership, type of operation and other common factors. Specifically, the Committee annually reviews the Northwest Financial Industry Salary Survey prepared by Milliman in association with the Washington Bankers Association, the Washington Financial League and the Oregon Bankers Association, covering 101102 Northwest financial organizations, and the Portland Area Cross-Industry Survey prepared by Milliman, which covers 7683 major local employers, representing 340,000 workers.employers. We analyze the results of the surveys by position, and the midpoint of each position/grade, as it compares to Riverview Community Bank. Midpoints of each grade for Riverview are compared to midpoints of survey data to determine if grade adjustments are necessary to remain competitive. In the past, we have used the services of Watson Wyatt (now Towers Watson) to assist in the development of salary and incentive compensation programs; however, the Compensation Committee has not engaged a compensation consultant in the last few years.
Incentive Compensation Program. We believe it is appropriate to provide individuals who are responsible for managing existing business and/or generating new business with competitive incentive compensation opportunities. Our incentive compensation plan is designed to provide for incentive compensation with established targets of up to 40% of salary for the Chief Executive Officer, up to 50% of salary for the Chief Operating Officer, 35%30% to 45% of salary for executive vice presidents and 15% to 35% of salary for senior management. Certain other officers may participate in the plan at a level of 10% to 30% of salary. By rewarding the attainment of goals, we truly utilize incentive for actual individual and corporate performance, and are competitive in the marketplace. We may utilize the services of compensation consultants, as needed, to remain fair and competitive in the future.
The Personnel/Compensation Committee reviews and approves goals and incentive participation each year. Individual participant goals and performance modifier targets are communicated to participants in writing in the first quarter of the fiscal year to which the goals apply. Goals are measured against performance after the end of the fiscal year. Results are communicated the month following year-end for each participant. The performance modifier ranges from zero to a maximum of two times the salary at risk percentage. In making awards under the incentive compensation plan, the Personnel/Compensation Committee, the Chief Operating Officer and Chief Executive Officer or executive officers, as appropriate, review quantifiable data versus a plan approved by the Board. The plan also provides for subjective evaluation of performance by the Committee, the Chief Operating Officer and Chief Executive Officer or executive officers, as appropriate. The Personnel/Compensation Committee elected to not fund the incentive compensation program for the year ended March 31, 20132014 as a result of Riverview’s prior year financial performance and the writtenformal agreement with the Office of the Comptroller of the Currency. However, the Committee determined that enough improvement had been made to warrant awarding a minimal number of options to the named executive officers, as described below under “Long Term Incentive Compensation.”
Deferred Compensation. Officers at the level of senior vice president and above may elect to defer up to 50% of salary, with no income tax payable by the officer until benefits are received. This alternative is available through the non-qualified deferred compensation plan described below in the section entitled “Nonqualified Deferred Compensation.”
Long Term Incentive Compensation. In connection with Riverview Community Bank’s reorganization into the holding company structure, the Board of Directors adopted the 1998 Stock Option Plan for executive officers,
employees and non-employee directors. This plan was approved by Riverview’s stockholders. The Board of Directors also adopted the 2003 Stock Option Plan, which was approved by stockholders at the 2003 annual meeting of stockholders. UnderThe plans provided for the plans,award of stock options to non-employee directors, executive officers and other employees may receive grants of stock options, althoughemployees. Both the 1998 and 2003 Stock Option Plans have expired. Accordingly, no further optionsoption awards may be granted; however, any awards granted under the 1998 Stock Option Plan. We believe that stock ownership by our executives is a significant factor in aligning the interests of the executives with those of stockholders.prior to expiration remain outstanding subject to their terms. Stock option awards are allocated based upon regulatory practices and policies, and the practices of other publicly traded financial institutions as verified by external surveys and are based upon the executive officers’ level of responsibility and contributions to
Riverview and Riverview Community Bank. In July 2013, the named executive officers each received an award of options to purchase 6,000 shares of Riverview’s common stock. These awards were made in recognition of the progress made toward improving Riverview’s financial condition and overall asset quality, as well as satisfying the provisions of the formal agreement with the Office of the Comptroller of the Currency.
Stock ownership is also enhanced through participation in our ESOP, under which eligible employees receive an allocation of Riverview stock based on a percentage of eligible wages. The Board of Directors has appointed an administrative committee of Riverview officers to administer the ESOP and the 401(k) plan, and the named executive officers are eligible to participate in both of these plans. On an annual basis, Riverview allocates shares to the ESOP, which applies to all eligible participants including the named executive officers. In fiscal year 2013,2014, Riverview contributed 24,633 shares into the ESOP on behalf of eligible participants, and matched 50% of the first four percent of participants’ contributions into the 401(k) plan each payroll period.
Allocation of Compensation. We do not have any specific policies regarding allocation of total compensation between short-term and long-term elements, or cash and non-cash elements. For the year ended March 31, 2013,2014, the composition of total compensation for our named executive officers was as follows:
Type of Compensation | | Percentage of Total Compensation | |
| | | |
Base salary | | 90.9 | 87.2 |
Incentive compensation | | -- | |
Deferred compensation earnings | | 0.6 | 0.3 |
Long-term incentive and other compensation | | 8.5 | 12.5 |
Personnel/Compensation Committee Report
The Personnel/Compensation Committee of Riverview Community Bank’s Board of Directors has submitted the following report for inclusion in this Proxy Statement:
We have reviewed and discussed the Compensation Discussion and Analysis contained in this Proxy Statement with management. Based on the Committee’s review of and the discussion with management with respect to the Compensation Discussion and Analysis, we recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.
The foregoing report is provided by the following directors, who constitute the Personnel/Compensation Committee:
| Personnel/Compensation Committee |
| |
| Jerry C. Olson, Chairman |
| Gerald L. Nies |
| BessBess R. Wills |
This report shall not be deemed to be incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, and shall not otherwise be deemed filed under such acts.
Compensation Policies and Risk
Riverview develops and implements compensation plans that provide strategic direction to each participant and engages him or her in Riverview’s success, which contributes to stockholder value. We believe our approach to goal
setting, establishing targets with payouts at multiple levels of performance and evaluation of performance results help to mitigate excessive risk taking that could harm Riverview’s value or reward poor judgment by our executives or employees. Performance incentive rewards for all plans will continue to be focused on results that impact earnings, profitability, credit quality, deposit growth and capital adequacy.
All members of the Compensation Committee are aware of Riverview’s financial performance and they use this information when reviewing and approving incentive programs and payouts to all employees and approving participation and goals for incentive programs. The Compensation Committee reviewed the incentive compensation plans and concluded that the compensation plans do not encourage unnecessary or excessive risk and that management and the Board have effective controls in place utilizing outside auditors, internal auditors and Board oversight to ensure adequate controls are in place to mitigate risk within Riverview.
Summary Compensation Table
The following table shows information regarding compensation earned during the fiscal years ended March 31, 2014, 2013 2012 and 20112012 for our named executive officers: (1) Patrick Sheaffer, our principal executive officer; (2) Kevin J. Lycklama, our principal financial officer; and (3)(2) our three other most highly compensated executive officers, who are Ronald A. Wysaske, John A. Karas and David A. Dahlstrom.Kevin J. Lycklama. The named executive officers have not received equitybonuses, stock awards or non-equity incentive plan compensation in recent years; therefore, these columns have been omitted from the table below.
Name and Principal Position | | Year | | Salary ($) | | Bonus ($)(1) | | Non- Equity Incentive Plan Compen- sation ($) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | | All Other Compen- sation ($)(3) | | Total ($) |
| | | | | | | | | | | | | | |
Patrick Sheaffer | | 2013 | | 242,518 | | -- | | -- | | 1,357 | | 31,843 | | 275,718 |
Chairman and Chief | | 2012 | | 261,266 | | -- | | -- | | 1,972 | | 38,809 | | 302,047 |
Executive Officer | | 2011 | | 278,052 | | 3,000 | | 102,696 | | 451 | | 42,533 | | 426,732 |
| | | | | | | | | | | | | | |
Ronald A. Wysaske | | 2013 | | 238,453 | | -- | | -- | | 2,754 | | 26,158 | | 267,365 |
President and Chief | | 2012 | | 241,258 | | -- | | -- | | 2,154 | | 32,353 | | 275,765 |
Operating Officer | | 2011 | | 245,747 | | 3,000 | | 115,672 | | 493 | | 35,129 | | 400,041 |
| | | | | | | | | | | | | | |
John A. Karas | | 2013 | | 203,684 | | -- | | -- | | 872 | | 14,024 | | 218,580 |
Executive Vice President and | | 2012 | | 196,457 | | -- | | -- | | 220 | | 19,204 | | 215,881 |
President and Chief Executive | | 2011 | | 184,384 | | 3,000 | | 82,075 | | 44 | | 18,220 | | 287,723 |
Officer of Riverview Asset | | | | | | | | | | | | | | |
Management Corp. | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | |
David A. Dahlstrom | | 2013 | | 182,114 | | -- | | -- | | 268 | | 14,250 | | 196,632 |
Executive Vice President and | | 2012 | | 184,779 | | -- | | -- | | 160 | | 18,133 | | 203,072 |
Chief Credit Officer | | 2011 | | 180,759 | | 3,000 | | 67,823 | | 29 | | 11,270 | | 262,881 |
| | | | | | | | | | | | | | |
Kevin J. Lycklama | | 2013 | | 170,520 | | -- | | -- | | 1,297 | | 10,571 | | 182,388 |
Executive Vice President and | | 2012 | | 159,884 | | -- | | -- | | 261 | | 13,922 | | 174,067 |
Chief Financial Officer | | 2011 | | 150,880 | | 3,000 | | 55,846 | | 41 | | 6,965 | | 216,732 |
Name and Principal Position | | Year | | Salary ($) | | | Option Awards ($)(1) | | | Nonqualified Deferred Compensation Earnings ($)(2) | | | All Other Compensation ($)(3) | | | Total ($) | |
| | | | | | | | | | | | | | | | | |
Patrick Sheaffer | | 2014 | | | 237,110 | | | | 7,080 | | | | -- | | | | 35,885 | | | | 280,075 | |
Chairman and Chief Executive | | 2013 | | | 242,518 | | | | -- | | | | 1,357 | | | | 31,843 | | | | 275,718 | |
Executive Officer | | 2012 | | | 261,266 | | | | -- | | | | 1,972 | | | | 38,809 | | | | 302,047 | |
| | | | | | | | | | | | | | | | | | | | | | |
Ronald A. Wysaske | | 2014 | | | 237,110 | | | | 7,080 | | | | 903 | | | | 30,116 | | | | 275,209 | |
President and Chief | | 2013 | | | 238,453 | | | | -- | | | | 2,754 | | | | 26,158 | | | | 267,365 | |
Operating Officer | | 2012 | | | 241,258 | | | | -- | | | | 2,154 | | | | 32,353 | | | | 275,765 | |
| | | | | | | | | | | | | | | | | | | | | | |
John A. Karas | | 2014 | | | 217,086 | | | | 7,080 | | | | 567 | | | | 18,609 | | | | 243,342 | |
Executive Vice President of | | 2013 | | | 203,684 | | | | -- | | | | 872 | | | | 14,024 | | | | 218,580 | |
Riverview; President and Chief | | 2012 | | | 196,457 | | | | -- | | | | 220 | | | | 19,204 | | | | 215,881 | |
Executive Officer of Riverview Asset Management Corp. | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Kevin J. Lycklama | | 2014 | | | 178,754 | | | | 7,080 | | | | 1,154 | | | | 11,907 | | | | 198,895 | |
Executive Vice President | | 2013 | | | 170,520 | | | | -- | | | | 1,297 | | | | 10,571 | | | | 182,388 | |
and Chief Financial Officer | | 2012 | | | 159,884 | | | | -- | | | | 261 | | | | 13,922 | | | | 174,067 | |
____________________________
(1) | Recognition and retention incentive awardedRepresents the aggregate grant date fair value of awards, computed in September 2010.accordance with FASB ASC Topic 718. For a discussion of valuation assumptions, see Note 13 of the Notes to Consolidated Financial Statements in Riverview’s Annual Report on Form 10-K for the year ended March 31, 2014. |
(2)(3) | 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)(4) | Please see the table below for more information on the other compensation paid to our named executive officers in the year ended March 31, 2013.2014. |
All Other Compensation. The following table sets forth details of “All other compensation” for 2013,2014, as presented above in the Summary Compensation Table. The amounts reflected constitute contributions by Riverview Community Bank.
Name | | ESOP Contribution ($) | | | 401(k) Plan Contribution ($) | | | Life Insurance Premium ($) | | | Company Car Allowance ($) | | | Board Fees ($) | | | Total ($) | | | ESOP Contribution ($) | | | 401(k) Plan Contribution ($) | | | Life Insurance Premium ($) | | | Company Car Allowance ($) | | | Board Fees ($) | | | Total ($) | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Patrick Sheaffer | | | 964 | | | | 1,681 | | | | 6,798 | | | | 8,400 | | | | 14,000 | | | | 31,843 | | | | 1,641 | | | | 5,046 | | | | 6,798 | | | | 8,400 | | | | 14,000 | | | | 35,885 | |
Ronald A. Wysaske | | | 964 | | | | 1,630 | | | | 3,564 | | | | 6,000 | | | | 14,000 | | | | 26,158 | | | | 1,619 | | | | 4,933 | | | | 3,564 | | | | 6,000 | | | | 14,000 | | | | 30,116 | |
John A. Karas | | | 794 | | | | 2,842 | | | | 4,388 | | | | 6,000 | | | | -- | | | | 14,024 | | | | 1,392 | | | | 4,359 | | | | 6,858 | | | | 6,000 | | | | -- | | | | 18,609 | |
David A. Dahlstrom | | | 852 | | | | 3,834 | | | | 3,564 | | | | 6,000 | | | | -- | | | | 14,250 | | |
Kevin J. Lycklama | | | 554 | | | | 3,540 | | | | 447 | | | | 6,000 | | | | -- | | | | 10,571 | | | | 1,716 | | | | 3,705 | | | | 486 | | | | 6,000 | | | | -- | | | | 11,907 | |
Employment and Severance Agreements. We entered into employment agreements with Messrs. Sheaffer, Wysaske Dahlstrom and Karas on September 18, 2007 and Mr. Lycklama on November 18, 2009. These agreements expire in three years, but are subject to annual renewal provisions. For the year ending March 31, 2013,2015, the annual salaries of Messrs. Sheaffer, Wysaske, Karas Dahlstrom and Lycklama are $237,000, $237,000, $208,536, $182,004$228,792 and 175,000,$183,746, respectively. The salaries, which are paid by Riverview Community Bank, must be reviewed annually and may be increased at the discretion of the Board. The employment agreements also provide that the executives will participate in our salary at risk incentive compensation program and to receive all benefits that we provide to our employees generally. The employment agreements provide that compensation must be paid in the event of disability, termination without cause, termination by the executive for specified reasons or in the event of a change in control, as described below under “Potential Payments Upon Termination.”
Outstanding Equity Awards
The following information with respect to outstanding option awards as of March 31, 20132014 is presented for the named executive officers. The named executive officers have no unvested stock awards or equity incentive plan awards outstanding.
Name | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | Option Expiration Date | |
Name | | | Grant Date | | Number of Securities Underlying Unexercised Options (#) Exercisable | | | Number of Securities Underlying Unexercised Options (#) Unexercisable | | | Option Exercise Price ($) | | Option Expiration Date |
| | | | | | | | | | | | | | | | | | | | | | | | |
Patrick Sheaffer | | 03/15/06 | | | 16,000 | | | -- | | | | 12.98 | | 03/15/16 | | 03/15/06 | | | 16,000 | | | | -- | | | | 12.98 | | 03/15/16 |
| | 09/22/09 | | | 12,000 | | | -- | | | | 3.84 | | 09/22/19 | | 09/22/09 | | | 12,000 | | | | -- | | | | 3.84 | | 09/22/19 |
| | | 07/16/13 | | | -- | | | | 6,000 | | | | 2.78 | | 07/16/23 |
| | | | | | | | | | | | | | | | |
Ronald A. Wysaske | | 03/15/06 | | | 16,000 | | | -- | | | | 12.98 | | 03/15/16 | | 03/15/06 | | | 16,000 | | | | -- | | | | 12.98 | | 03/15/16 |
| | | 09/22/09 | | | 12,000 | | | | -- | | | | 3.84 | | 09/22/19 |
| | | 07/16/13 | | | -- | | | | 6,000 | | | | 2.78 | | 07/16/23 |
| | 09/22/09 | | | 12,000 | | | -- | | | | 3.84 | | 09/22/19 | | | | | | | | | | | | | | | |
John A. Karas | | 03/15/06 | | | 16,000 | | | -- | | | | 12.98 | | 03/15/16 | | 03/15/06 | | | 16,000 | | | | -- | | | | 12.98 | | 03/15/16 |
| | 09/22/09 | | | 12,000 | | | -- | | | | 3.84 | | 09/22/19 | | 09/22/09 | | | 12,000 | | | | -- | | | | 3.84 | | 09/22/19 |
David A. Dahlstrom | | 03/15/06 | | | 16,000 | | | -- | | | | 12.98 | | 03/15/16 | |
| | | 07/16/13 | | | -- | | | | 6,000 | | | | 2.78 | | 07/16/23 |
| | 09/22/09 | | | 12,000 | | | -- | | | | 3.84 | | 09/22/19 | | | | | | | | | | | | | | | |
Kevin J. Lycklama | | 03/19/08 | | | 5,000 | | | -- | | | | 10.19 | | 03/19/18 | | 03/19/08 | | | 5,000 | | | | -- | | | | 10.19 | | 03/19/18 |
| | 09/22/09 | | | 12,000 | | | -- | | | | 3.84 | | 09/22/19 | | 09/22/09 | | | 12,000 | | | | -- | | | | 3.84 | | 09/22/19 |
| | | 07/16/13 | | | -- | | | | 6,000 | | | | 2.78 | | 07/16/23 |