UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant x☒ Filed by a Party other than the Registrant ¨☐
Check the appropriate box:
☐ | Preliminary Proxy Statement | |
☐ | Confidential, For Use of theCommission Only (as permitted by Rule 14a-6(e)(2)) | |
☒ | Definitive Proxy Statement | |
☐ | Definitive Additional Materials | |
☐ | Soliciting Material Under Rule 14a-12 | |
Riverview Financial Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
☒ | No fee | |||
| Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. | ||||
| 1) | Title of each class of securities to which transaction applies:
| |||
| 2) | Aggregate number of securities to which transaction applies:
| |||
| 3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
| |||
| 4) | Proposed maximum aggregate value of transaction:
| |||
| 5) | Total fee paid:
| |||
☐ | Fee paid previously with preliminary materials. | |||
| Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing. | ||||
1) | Amount previously paid:
| |||
2) | Form, Schedule or Registration Statement No.:
| |||
3) | Filing Party:
| |||
4) | Date Filed:
| |||
RIVERVIEW FINANCIAL CORPORATION
3901 NORTH FRONT STREET
HARRISBURG, PENNSYLVANIA 17110
(717) 957-2196
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JUNE 30, 2015DECEMBER 7, 2016
TO THE SHAREHOLDERS OF RIVERVIEW FINANCIAL CORPORATION:
NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of Riverview Financial Corporation (the “Corporation”) will be held at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033, on Tuesday, June 30, 2015Wednesday, December 7, 2016 at 910:00 a.m., local time, for the purpose of considering and voting upon the following matters:
| 1. |
| 2. |
| 3. |
Only those shareholders of record, at the close of business on May 18, 2015,October 17, 2016, are entitled to receive notice of and to vote at the meeting.
Riverview encourages you to vote your shares in advance of the Annual Meeting so that your shares will be represented and voted at the Annual Meeting if you cannot attend in person and are eligible to vote. You have three ways to cast your vote: (1) You may vote via the Internet by going to www.investorvote.com/RIVE; (2) You may vote by telephone by dialing the toll free number 1-800-652-VOTE (8683) (see instructions on the enclosed Proxy Card); or (3) You may vote by signing and returning your proxy card by mail in the enclosed postpaid envelope.Voting viaenvelope or you may attend the Internet or by telephone is fastmeeting and convenient, andvote your vote is immediately tabulated and confirmed. Please see the Internet and telephone voting instructions on the proxy card for more details.shares in person.
We cordially invite you to attend the meeting. Your proxy is revocable, and you may withdraw it at any time. You may deliver notice of revocation or deliver a later dated proxy to the Secretary of the corporationCorporation before the vote at the meeting.
We enclose, among other things,Enclosed is a copy of the 2014 Annual Report of Riverview Financial Corporation.Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2015.
BY THE ORDER OF THE BOARD OF DIRECTORS
Maureen Duzick
Secretary
Harrisburg, Pennsylvania
May 22, 2015October 26, 2016
Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting to be Held on June 30, 2015:December 7, 2016:
Our Proxy Statement on Schedule 14A, form of proxy card and 20142015 Annual Report on Form 10-K are available at: www.edocumentview.com/RIVE.https://riverviewbankpa.com/ by clicking on theInvestor Relations link.
PROXY STATEMENT
Dated and to be mailed on or about May 22, 2015October 26, 2016
RIVERVIEW FINANCIAL CORPORATION
3901 NORTH FRONT STREET
HARRISBURG, PENNSYLVANIA 17110
(717) 957-2196
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON June 30, 2015DECEMBER 7, 2016
| PAGE | ||||
| 1 | ||||
| 17 | |||
| 17 | ||||
| 18 | ||||
| 19 | ||||
| 19 | ||||
i
Date, Time and PlanPlace of Annual Meeting
The annual meetingAnnual Meeting of the shareholders of Riverview Financial Corporation (the “Corporation”) will be held on Tuesday, June 30, 2015,Wednesday, December 7, 2016, at 910:00 a.m. at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033. Only shareholders of record at the close of business on May 18, 2015, theOctober 17, 2016 (the “Record Date”,) are entitled to receive notice of, to attend, and to vote at the meeting.
Proposals to be Voted on at the Annual Meeting
At the annual meeting,Annual Meeting, shareholders will be asked to consider and vote to:upon the following matters:
Solicitation of Proxies
This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of the Corporation for the 20152016 Annual Meeting of Shareholders. This proxy statement and the related proxy card are first being distributed on or about May 22, 2015.October 26, 2016. The Corporation will bear the expense of soliciting proxies. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians to forward to beneficial owners of stock held in the names of such nominees. The Corporation will reimburse brokers and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to owners of the Corporation’s common stock. In addition to the solicitation of proxies by mail, directors, officers and employees of the Corporation and its subsidiaries may, without additional compensation, solicit proxies in person, by telephone, and through other means of communication.
Riverview encourages you to vote your shares in advance of the Annual Meeting so that your shares will be represented and voted at the Annual Meeting if you cannot attend in person and are eligible to vote. You have three ways to cast your vote: (1) You may vote via the Internet by going towww.investorvote.com/RIVE; (2) You may vote by telephone by dialing the toll free number 1-800-652-VOTE (8683) (see instructions on the enclosed Proxy Card); or (3) You may vote by signing and returning yourthe enclosed proxy card by mail in the enclosed postpaid envelope.Voting via the Internetenvelope or by telephone is fastattending the Annual Meeting and convenient, and your vote is immediately tabulated and confirmed. Please see the Internet and telephone voting instructions on the proxy card for more details.in person.
If youryou hold shares are held in a stock brokerage account or bystreet name with a bank or other nominee,broker, it is important that you are consideredinstruct your bank or broker how to vote your shares if you want your shares to be voted on the beneficial ownerelection of directors. If you hold your shares held in street name and these proxy materials are being forwarded to you throughdo not instruct your brokerbank or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares in the election of directors, no votes will be cast on your behalf for the election of directors. Your bank or broker will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of Riverview’s independent auditor and other matters that your bank or broker considers routine. If you hold shares in street name with a bank or broker and you are also invitedwish to attend the meeting. However, because you are not the shareholder of record, you may not vote your street name shares in person at the meeting, unlessAnnual Meeting, you will need to obtain a proxy executed“legal proxy” from your bank or broker authorizing you to vote the shares at the Annual Meeting.
As of the Record Date 8,117 shares of Riverview common stock were held by Riverview’s Trust department in your favora fiduciary capacity for fiduciary accounts. The shares held in this manner, in the aggregate, represent approximately 0.25% of the total shares outstanding. The opportunity to receive communication from the holderCorporation and to vote on any matter shall be provided to each account owner then entitled to vote. The account owner then entitled to vote shall receive, by regular U.S. mail, the Corporation’s communication, or letter or other notice describing the nature of record. Your brokerthe vote solicited and the manner in which the vote may be exercised. In the absence of a response from a duly notified account owner, the shares will not be voted by Riverview.
Shares held for the account of shareholders who participate in the Dividend Reinvestment and Stock Purchase Plan (the “DRP Plan”) and for the employees who participate in the Employee Stock Purchase Plan (the “ESPP”) will be voted in accordance with the instructions of each shareholder as set forth in his or nominee has enclosedher proxy. If a voting instructionshareholder who participates in these plans does not return a proxy, the shares held for the shareholder’s account will not be voted.
Employees of Riverview Bank and its subsidiaries who participate in the Riverview Financial Common Stock Fund of the Riverview Financial Corporation 401(k) Retirement Plan (the “401(k) Plan”) will be voted by the Plan Trustee in accordance with the instructions of each participant as set forth in the proxy card for yousent to usethe participants with respect to Riverview shares. Each participant in directing the broker or nominee401(k) Plan (or beneficiary of a deceased participant) is entitled to direct the Plan Trustee how to vote your shares.shares of Riverview common stock that are allocated to his or her account under the 401(k) Plan, on any matter in which other holders of Riverview’s common stock are entitled to vote. All shares of Riverview stock allocated to accounts for which the Plan Trustee did not receive instructions from a participant will be voted by the Plan Trustee in his discretion and in accordance with his fiduciary duties under ERISA.
By properly completing a proxy, you appoint James G. Ford, IIHoward R. Greenawalt and Daniel R. Blaschak,Timothy E. Resh, as proxy holders, to vote your shares in the manner indicated by you on the proxy card. Any signedUnless revoked, any proxy card not specifyinggiven pursuant to this solicitation will be voted at the contraryAnnual Meeting, including any adjournment or postponement thereof, in accordance with the written instructions of the shareholder giving the proxy. In the absence of instruction, all proxies will be votedFOR the election of the director nominees identified in this proxy statement;FOR the approval of an advisory, non-binding resolution regarding executive compensation (“Say on Pay”);statement andFOR the approvalratification of an advisory, non-binding proposal on the frequencyappointment of future advisory votes regarding executive compensation (“Frequency Vote”Dixon Hughes Goodman LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2016. Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the Annual Meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors of the Corporation as permitted by Rule 14a-4(c ). under the Securities Exchange Act of 1934, as amended.
Revocability of Proxies
YouThe execution and return of the enclosed proxy card will not affect a shareholder’s right to attend the Annual Meeting and to vote in person. A shareholder may revoke yourany proxy by:given pursuant to this solicitation by (i) delivering written notice of revocation to Kandi Lopp,Maureen Duzick, Secretary of Riverview Financialthe Corporation, 3901 North Front Street, Harrisburg, Pennsylvania, 17110, (ii) executing a later dated proxy and giving written notice of the revocation to Kandi Lopp,Maureen Duzick at any time before the shares are voted at the Annual Meeting, or (iii) appearing at the annual meetingAnnual Meeting and voting in person after giving notice thereof to the Secretary of the meeting. Proxy holders will vote shares represented by proxies, if properly signed and returned, in accordance with instructions of shareholders. Any properly signed proxy which does not contain directions on how to vote will be voted FOR the nominees for director named herein and, as to any other matter, in the discretion of the proxy holders.
Although the Board of Directors knows of no other business to be presented,conducted at the meeting, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.
Quorum; Required Vote
At the close of business on the Record Date, Riverview Financialthe Corporation had 2,709,8643,229,467 issued and outstanding shares of no par value common stock held by approximately 680700 shareholders of record.
A majority of the outstanding shares of common stock of the Corporation, represented in person or by proxy, constitutes a quorum for the conduct of business. Under Pennsylvania law and the Corporation’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the annual meeting. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Broker non-votes are not counted in determining the presence of a quorum for shareholder actions with respect to non-routine corporate governance matters such as the election of directors. directors, but are counted in determining the presence of a quorum for routine matters, such as ratification of the independent registered public accounting firm.
Each holder of the Corporation’s common stock is entitled to one vote per share owned of record on all business presented at the annual meeting. Except for the Frequency Vote, allAnnual Meeting. All matters to be voted upon by the shareholders require the affirmative vote of a majority of votes cast, in person or by proxy, at the annual meeting,Annual Meeting, except in cases where the vote of a greater number of shares is required by law or under the Corporation’s Articles of Incorporation or Bylaws. With respect to the Frequency Vote, a plurality of the votes will decide the recommendation of shareholders. In the case of the election of directors, the four candidates receiving the highest number of votes will be elected. Shareholders are not entitled to cumulate votes for the election of directors.
Votes withheld from a nominee and broker non-votes will not be treated as votes cast and will not affect the outcome of the vote. However, where abstentions and non-votes are counted towards a quorum only, they will have the effect of a vote against approval of the Say On Pay resolution andratification of the Frequency Vote.appointment of Dixon Hughes Goodman LLP as the independent registered public accounting firm.
Shareholder Proposals
Under Riverview’s Bylaws and applicable SEC rules, shareholder proposals intended to be considered for inclusion in Riverview’s Proxy Statement and proxy for the 20162017 Annual Meeting
Shareholder proposals for the 2017 Annual Meeting must be received by June 28, 2017 at the principal executive offices addressed to the Secretary of Riverview Financial Corporation at 3901 North Front Street, Harrisburg, PA 17110, no later than [120 days before mail date, 2016]. Anyto be considered for inclusion in our 2017 Proxy Statement. The Corporation anticipates that it will return to its more typical Annual Meeting timing in 2017 and as a result the Corporation will announce any revision to these shareholder proposal not received at Riverview’s principal executive offices by [45 days before maildeadlines based upon the actual date 2016], which is forty-five (45) calendar days beforechosen for the one year anniversary of the date Riverview released the previous year’s annual meeting Proxy Statement to shareholders, will be considered untimely and, if presented at the 20162017 Annual Meeting, the proxy holders will be able to exercise discretionary authority regarding whether to vote on any such proposal to the extent authorized by Rule 14a-4(c) under the Exchange Act. All shareholder proposals must comply with Rule 14a-8 under the Exchange Act, as well as Riverview’s Bylaws.Meeting.
CORPORATE GOVERNANCE OF THE COMPANY
Our Board of Directors believes that the purpose of corporate governance is to ensure that shareholder value is maximized in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices, which the Board and senior management believe promote this purpose, are sound and represent best practices. We continually review these practices, Pennsylvania law (the state in which we are incorporated), and best practices suggested by recognized corporate governance authorities.
Director Independence
Currently, our Board of Directors has fourteenfifteen members. The Corporation has chosen to follow the NASDAQ Stock Market standards for independence. Under those standards, the following twelvethirteen directors are considered independent: Messrs. Bartush, Blaschak, Evans, Feld, Ford, Greenawalt, Hite, Hoover, Kerwin, Metzgar, Resh, Schrantz, Troutman and Yaag. This constitutes more than a majority of our Board of Directors. Only independent directors meeting all applicable independence standards, including the higher standards for independence applicable to directors who serve on certain committees of the Board, serve on our Audit Committee, Compensation Committee and Governance and Nominating Committee.
In determining the directors’ independence, the Board of Directors considered theany services provided to Riverview, loan transactions between Riverview Bank and the directors, their respective family members and businesses with whom they are associated, as well as any contributions made to non-profit organizations with whom the directors are associated.
The following table includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above and under the section entitled “Transactions with Directors and Executive Officers” below) in reaching its determination that the twelvethirteen directors are independent.
Name | Independent | Other Transactions/Relationships/Arrangements | ||
Mr. Bartush | Yes | |||
| ||||
Mr. Evans | Yes | |||
Mr. Ford | Yes | Provision of insurance consulting services | ||
Mr. Feld | Yes | |||
| ||||
Mr. Greenawalt | Yes | |||
Mr. Hite | Yes | None | ||
Mr. Hoover | Yes | |||
Mr. Kerwin | Yes | |||
Mr. Metzgar | Yes | Provision of legal services – collections | ||
Mr. Resh | Yes | None | ||
Mr. Schrantz | Yes | None | ||
Mr. Troutman | Yes | |||
Mr. Yaag | Yes | None |
In each case, the Board determined that none of the transactions noted impair the independence of the director.
Meetings and Committees of the Board of Directors
The Board of Directors has a standing Audit Committee, Compensation Committee, and Governance and Nominating Committee.
Board Meetings.During 2014,2015, the Board of Directors met fourteen (14)twelve (12) times. All of the directors attended at least 75% of all meetings of the Board and respective Committees on which they served. In addition, although the Corporation does not have a formal policy regarding attendance by directors at the Annual Meeting of Shareholders, it is generally expected that each director will attend. All of the Corporation’s directors, except for one, attended the Annual Meeting of Shareholders in 2014.2015.
Audit Committee. The Audit Committee met four (4)six (6) times during 2014.2015, and operates pursuant to a written charter, a copy of which is available on Riverview Bank’s website athttps://riverviewbankpa.com/ under Investor Relations, and then selecting “Governance Documents”. The members of the Audit Committee are R. Keith Hite, Chairman, Daniel R. Blaschak, Arthur M. Feld, andHoward R. Greenawalt, Joseph D. Kerwin. All membersKerwin and Timothy E. Resh. Each member of the Audit Committee are independent underis considered “independent” in accordance with the NASDAQ independence standards applicable to Audit Committee membership. The Audit Committee is responsible forcharged with providing assistance to the Board in fulfilling its responsibilities to the shareholders in the areas of financial controls and reporting. These responsibilities include assessing the effectiveness of the internal control system over financial reporting, reviewing adherence to policies and procedures, assuring the safeguarding of all Corporation assets and the accuracy of the Corporation’s financial statements and reports. Further, it is the responsibility of the Audit Committee to provide independent oversight asand to monitor and maintain lines of communication between the Corporation’s accountingBoard of Directors, the external auditors, the internal auditors and internal controls. The Committee monitors the preparation of annual financial reports prepared bysenior management of the Corporation as well as hold discussions with management and the Corporation’s independent auditors regarding key accounting and reporting matters.Corporation. The Audit Committee is also responsible for matters concerning the relationship between the Corporation and its independent auditors, including annually recommending
their appointment or removal, reviewing the scope of their audit services and related fees as well as other services they may provide to the Corporation, and determining whether the auditors are independent. In addition, the Audit Committee oversees management’s implementation of internal control systems, reviewing policies, ethics and conflicts of interest, reviewing the activities of the Corporation’s compliance and internal audit program, and reviewing reports of examination received from regulatory authorities. The Audit Committee pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independent auditors with respect to such services. The Audit Committee does not have aMr. Greenawalt was determined by the Board of Directors to be an “audit committee financial expert. The Board believes that one specific financial expert is not requiredexpert” as the combined skills of all of the committee members resultdefined in the entire committee having a sufficient understanding of the issues necessary for the successful function of the Audit Committee. The Audit Committee has a charter, which is available by going towww.riverviewbankpa.com, click on investor relations, then click on the Governance Documents tab.SEC Regulation S-K.
Compensation Committee. The Compensation Committee met six (6)two (2) times during 2014.2015. The Compensation Committee is comprised of Joseph D. Kerwin, Chairman, David W. Hoover and John M. Schrantz, who are all considered to be independent under the NASDAQ independence standards applicable to Compensation Committee membership. The principal duties of the Compensation Committee include the establishment of policies dealing with various compensation plans for the Corporation. Subject to the Board’s approval, the Compensation Committee determines general guidelines for salary adjustments, compensation and benefit programs for all employees and makes recommendations to the Board of Directors for its approval. The Compensation Committee assures that senior executives are compensated effectively in a
manner consistent with the Bank’s compensation strategy, internal equity considerations, competitive practices and the requirements of the appropriate regulatory bodies. The Board of Directors annually reviews the recommendations of the Compensation Committee on compensation of the Corporation’s and the Bank’s senior executives. The Compensation Committee does not have a committee charter.
Governance and Nominating Committee. The Governance and Nominating Committee did not meetmet four (4) times during 2014.2015. The Governance and Nominating Committee consists entirely of independent directors as defined under the NASDAQ independence standards applicable to Governance and Nominating Committee membership. The members of the Governance and Nominating Committee are John M. Schrantz, Chairman, Arthur M. Feld, Howard R. Greenawalt, David W. Hoover, Joseph D. Kerwin, Timothy E. Resh and David A. Troutman.The Governance and Nominating Committee has no formal process for considering director candidates recommended by shareholders, but its policy is to give due consideration to any and all such candidates. The principal dutiesduty of the Governance and Nominating Committee includeincludes developing Corporate Governance Guidelines of the Corporation, ensuring compliance with such governance policies and procedures and periodically reviewing and assessing Board and management performance. In addition, the committee serves as the Corporation’s nominating committee and is responsible for identifying individuals qualified to become Board members based upon criteria specified by the Board and recommending nominees to fill vacancies, developing and recommending the Corporate Governance Guidelines of the Corporation and periodically reviewing and assessing Board and management performance.vacancies. The Governance and Nominating Committee does not maintain a formal diversity policy with respect to the identification or selection of directors for nomination to the board.Board. As part of the Committee’s process to identify and select director nominees, diversity is one of many factors considered, including skill, experience and time availability, in evaluating candidates. The Governance and Nominating Committee does not haveoperates under a charter.formal charter adopted by the Board of Directors.
The Corporation adopted a Code of Ethics that applies to all directors, officers and employees of the Corporation and the Bank. The Code of Ethics defines the standards of honesty, integrity, impartiality and conduct that are essential to ensure the proper performance of the Corporation’s business and to ensure public trust. A copy of the Code of Ethics may be obtained, without charge, by contacting Maureen Duzick, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.
Shareholder Communications
The Board of Directors does not have a formal process for shareholders to send communications to the Board. Due to the infrequency of shareholder communications to the Board of Directors, the Board does not believe that a formal process is necessary. Shareholders who wish to send communications to the Board may send communications to Kandi Lopp, corporateMaureen Duzick, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.
Nomination of Directors
Under the Corporation’s Bylaws, Board nominations for a director may be made by the Board of Directors or by aany shareholder entitled to vote on the election of directors, provided that all nominees must meet the age and ownership requirements discussed below. The Board does not assess shareholder nominees using a different standard from that used to assess Board nominees. In order for a shareholder to make a nomination, the shareholder must provide a notice, along with the additional information about the proposed nominee(s), as required by Section 9.1 of the Bylaws, to our corporate Secretary not less than 60 days prior to the date of any meeting of shareholders called for the election of directors. The chairman of the annual meetingAnnual Meeting is required to determine whether nominations have been made in
accordance with the requirements of the Bylaws. If he determines that a nomination was not made in accordance with the Bylaws, he shall so declare at the annual meeting,Annual Meeting, and the defective nomination will be disregarded. You can obtain a copy of the full text of the Bylaw provision by writing to Kandi Lopp, corporateMaureen Duzick, Corporate Secretary, Riverview Financial Corporation, 3901 North Front Street, Harrisburg, Pennsylvania 17110.
Board Leadership Structure
The Corporation’s senior leadership is currently shared between the President, Chief Executive Officer, the President and the Chairman of the Board. Historically, the positions of President, Chief Executive Officer, President and Chairman have been held by separate individuals; however, the Board has discretion to combine or separate these positions. The Corporation maintains its current boardBoard structure because we believe that having an independent Chairman increases the effectiveness of risk oversight and management evaluation, and separate positions serve to eliminate the appearance of a conflict between personal and shareholders’ interests.
Risk Oversight
Oversight of material risks facing the CompanyCorporation is a major area of emphasis for the Board of Directors. The Board, upon recommendations from appropriate committees, annually approves all operating policies. The Audit Committee reviews results of all regulatory examinations and audits, both internal and external, and monitors responses from management to recommendations for procedural changes. All membersMembers of the Audit, Compensation and Governance and Nominating Committees are independent directors and meet regularly with management. Each committee requires proof of adherence to all applicable policies that they oversee. The Board is informed routinely of new regulations, current issues of importance, key examination points, industry news and peer and competition activity by management at monthly Board meetings and periodic committee meetings.
The Corporation’s Articles of Incorporation provide that the Board of Directors shall consist of at least seven, but not more than twenty-five, persons, as determined by the Board of Directors from time to time. The Board has fixed the number of directors so that, at fourteen.the time of the Annual Meeting, the total number of members of the Board will be thirteen. The Board is divided into three classes, as nearly equal in number as possible. Directors serve staggered, three-year terms, such that the term of office of one class of directors expires each year. Currently, the term of the Class 2 directors expires at the 2015 annual meeting, the term of Class 3 directors expires at the 2016 annual meeting, andAnnual Meeting, the term of Class 1 directors expires at the 2017 annual meeting.Annual Meeting, and the term of Class 2 directors expires at the 2018 Annual Meeting.
Any vacancy occurring on the Board of Directors, whether due to an increase in the number of directors, resignations, retirement, death or any other reason, may be filled by a majority of the remaining members of the Board of Directors, or by a sole remaining director, though less than a quorum, and each person so appointed will serve as a director until the expiration of the term of office of the class of directors to which he or she was appointed. The Bylaws do not permit the nomination of any individuals who are seventy (70) years or older as of the date of the annual meetingAnnual Meeting at which directors are to be elected. Except for the initial thirteen directorsAs of the Corporation, no2016 Annual Meeting, Directors Bartush and Feld are retiring from the Board as a result of this requirement, thus reducing the size of the Board to thirteen members.
No person may be a director unless he or she beneficially owns at least 2,000 shares of common stock of the Corporation, except for the “original” thirteen directors of the Corporation.
The Board of Directors has nominated the following four (4) persons below for election as Class 23 directors, to serve for a three-year term and until their successors are duly elected and qualified. In the event that any of the nominees are unable to accept nomination or election, proxy holders will vote proxies given pursuant to this solicitation in favor of other persons recommended by the Board of Directors. The Board of Directors has no reason to believe that any of itsthe nominees will be unable to serve as a director if elected.
The Board of Directors recommends a vote “FOR” the following four (4) nominees:
Nominees for Class 23 Directors
To Serve For a Term of Three Years to serve until 2019
Name and Age
| Director | Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries | ||
| Mr. | |||
| ||||
| ||||
| ||||
The Board of Directors recommends that the shareholders vote FOR the election of the four nominees for Class 2 director.
Information regarding the Corporation’s continuing directors is provided as follows:
Class 3 Directors to serve until 2016
|
|
| ||||
| ||||||
|
|
| ||
Kirk D. Fox, | 2007(1)(2) | Mr. Fox is | ||
R. Keith Hite, | 2006(1)(2) | Mr. Hite is a Vice President with Blackford Ventures, a Lancaster, Pennsylvania based investment capital firm. He retired | ||
David W. Hoover, | 2007(1)(2) | Mr. Hoover is the owner and President of Hoover Financial Services, Inc., which is an accounting/tax preparation/business consulting firm located in Halifax, Pennsylvania for nearly 20 years. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2007. Mr. Hoover has been the Chairman of the Board of Riverview Financial Corporation and Riverview Bank since their inception December 2008. | ||
Information regarding the Corporation’s continuing directors is provided as follows:
Class 1 Directors to serve until 2017
Name and Age | Director | Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries | ||||
James G. Ford, II, | 2006(1)(2) | Mr. Ford is President of the J. LeRue Hess Agency, Inc. He formerly served as a director of First Perry Bancorp, Inc. and The First National Bank of Marysville since 2006. | ||||
| 2015 | Mr. | |||||
Name and Age | Director | Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries | ||
| Howard R. Greenawalt, | 2012(2) | Mr. Greenawalt is a certified public accountant and a former owner and officer of Greenawalt & Company, P.C., a public accounting firm located in Mechanicsburg, Pennsylvania. He retired as an owner of the firm on January 1, 2012, but continues as an employee of the firm. | ||
| William C. Yaag, | 2012(3) | Mr. Yaag is a partner, treasurer and general manager of Dan-Ed Corporation, which does business as Guers Dairy in Pottsville, Pennsylvania. He formerly served as a director of Union Bancorp, Inc. and Union Bank and Trust Company, Pottsville, Pennsylvania since 2012. | ||
Class 2 Directors to serve until 2018
Name and Age Nominees: | Director Since | Principal Occupation for the Past Five Years and Positions Held with Riverview Financial Corporation and Subsidiaries | ||
| Joseph D. Kerwin, 52 | 2005(1)(2) | Mr. Kerwin has been a practicing attorney with over 25 years of experience and is a partner with the law firm of Kerwin & Kerwin located in Elizabethville, Pennsylvania. He formerly served as a director of HNB Bancorp, Inc. and Halifax National Bank since 2005. Mr. Kerwin’s qualifications include his extensive legal and business expertise and his knowledge of the communities served by the Bank. | ||
| Carl W. Metzgar, 34 | 2016(5) | Mr. Metzgar is a founding member and currently practices with the law firm of Metzgar and Metzgar, LLC since 2008 and also serves as a member of the Pennsylvania House of Representatives since 2009, with his present term ending in 2016. Metzgar also owns and operates a Red Angus beef cattle operation. Mr. Metzgar’s qualifications include his legal expertise, leadership skills, and his knowledge and involvement in the community. | ||
| Timothy E. Resh, 62 | 2008(4) | Mr. Resh is a retired pastor of Brothers Valley Church of the Brethren. He formerly served as the Chairman of the Board of Citizens National Bank of Meyersdale since 2008. Mr. Resh has extensive experience in business management, community leadership, agricultural operations and customer and retail operations. | ||
| John M. Schrantz, 65 | 1994(1)(2) | Mr. Schrantz is President of the Rohrer Companies, Inc. (Rohrer Bus Service). He formerly served as a director of First Perry Bancorp, Inc. and The First National Bank of Marysville since 1994. Mr. Schrantz has been the Vice-Chairman of the Board of Riverview and the Bank since their inception in December 2008. Mr. Schrantz brings financial expertise and leadership skills as president of a local company. | ||
| David A. Troutman, 59 | 2002(1)(2) | Mr. Troutman is President and owner of A.W. Troutman DBA/ Troutman’s Chevrolet – Buick – GMC, an automobile dealership in Millersburg, PA and the owner of W.C. Troutman Company, a finance company in Millersburg, PA. He formerly served as a director of Halifax National Bank since 2002. Mr. Troutman’s qualifications include his business expertise and leadership skills as president and owner of a local company and his knowledge of the communities served by the Bank. | ||
| (1) | Includes service as a director of First Perry Bancorp, Inc. and its subsidiary, The First National Bank of Marysville and HNB Bancorp, Inc. and its subsidiary, Halifax National Bank. |
| (2) | Includes service as a director of Riverview Financial Corporation and its subsidiary, Riverview Bank. |
| (3) | Although the individual became a director of the Corporation effective November 1, 2013 as a result of the consolidation with Union Bancorp, Inc., the year presented includes service as a director of Union Bancorp, Inc. and its subsidiary, Union Bank and Trust Company. |
| (4) | Although the individual became a director of the Corporation effective December 31, 2015 as a result of the merger of Citizens National Bank of Meyersdale, the year presented includes service as a director of Citizens. |
| (5) | Effective July 20, 2016, Daniel R. Blaschak resigned as a director of the Corporation, and Carl W. Metzger was appointed to take his place with a term ending at the 2018 Annual Meeting of the Corporation. |
Principal Holders
To the best of our knowledge, as of the Record Date,October 21, 2016, no person or entity owned of record or beneficially more than 5% of the Corporation’s outstanding Corporation’sshares of common stock.
Beneficial Ownership of Executive Officers, Directors and Nominees
The following table shows, as of the Record Date,October 21, 2016, the amount and percentage of the Corporation’s common stock beneficially owned by each director, each director nominee, each named executive officer and all directors, nominees and executive officers of the corporation as a group.
Unless otherwise indicated in a footnote appearing below the table, all shares reported in the following table are owned directly by the reporting person. The number of shares owned by the directors, nominees and executive officers is rounded to the nearest whole share.
Name of Individual or Identity of Group | Amount and Nature of Beneficial Ownership (1) | Percent of Class | ||||||
Directors and Nominees: | ||||||||
Felix E. Bartush, Jr. | 45,145 | 1.60 | % | |||||
Daniel R. Blaschak | 16,086 | 0.57 | % | |||||
Albert J. Evans | 7,467 | 0.26 | % | |||||
Arthur M. Feld(2) | 20,350 | 0.72 | % | |||||
James G. Ford, II(3) | 15,675 | 0.56 | % | |||||
Kirk D. Fox(4) | 36,557 | 1.30 | % | |||||
Robert M. Garst(5) | 38,728 | 1.37 | % | |||||
Howard R. Greenawalt | 8,000 | 0.28 | % | |||||
R. Keith Hite(3) | 34,750 | 1.23 | % | |||||
David W. Hoover(3) | 27,794 | 0.99 | % | |||||
Joseph D. Kerwin(3) | 27,893 | 0.99 | % | |||||
John M. Schrantz(3) | 19,437 | 0.69 | % | |||||
David A. Troutman(3) | 30,555 | 1.08 | % | |||||
William C. Yaag | 8,539 | 0.30 | % | |||||
Non-Director Executive Officers: | ||||||||
Brett D. Fulk(6) | 29,424 | 1.04 | % | |||||
|
| |||||||
All directors and executive officers as a group (15 persons) | 366,400 | 12.99 | % | |||||
Name of Individual or Identity of Group | Amount and Nature of Beneficial Ownership(1) | Percent of Class | ||||||
Directors and Nominees: | ||||||||
Felix E. Bartush | 49,497 | 1.49 | % | |||||
Albert J. Evans | 14,652 | 0.44 | % | |||||
Arthur M. Feld | 20,350 | 0.61 | % | |||||
James G. Ford, II(2) | 15,675 | 0.47 | % | |||||
Kirk D. Fox(3) | 36,045 | 1.09 | % | |||||
Brett D. Fulk(4) | 36,529 | 1.10 | % | |||||
Howard R. Greenawalt | 9,249 | 0.28 | % | |||||
R. Keith Hite(2) | 34,700 | 1.05 | % | |||||
David W. Hoover(2) | 29,944 | 0.90 | % | |||||
Joseph D. Kerwin(2) | 29,475 | 0.89 | % | |||||
Carl W. Metzgar | — | — | ||||||
Timothy E. Resh | 2,969 | 0.09 | % | |||||
John M. Schrantz(2) | 22,134 | 0.67 | % | |||||
David A. Troutman(2) | 31,055 | 0.94 | % | |||||
William C. Yaag | 9,203 | 0.28 | % | |||||
Named Executive Officer: | ||||||||
Scott A. Seasock, CFO | — | — | ||||||
|
| |||||||
All directors and named executive officers as a group (16 persons) | 341,477 | 10.31 | % | |||||
| (1) | Beneficial ownership of shares of the Corporation’s common stock is determined in accordance with Securities and Exchange Commission Rule 13d-3, which |
| (2) | Total includes 5,750 fully vested options |
| (3) | Total includes 28,000 fully vested options |
| (4) | Total includes 21,000 fully vested options |
Securities Authorized for Issuance Under Equity Compensation Plans
The following table discloses the number of outstanding options granted by the Corporation to participants in all equity compensation plans, as well as the number of securities remaining available for future issuance under such plans, as of December 31, 2014.2015.
| Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | Number of Securities to be Issued Upon Exercise of Outstanding Options | Weighted Average Exercise Price of Outstanding Options | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans | |||||||||||||||||||
Plan not approved by shareholders | 322,200 | (1) | $ | 10.29 | 22,800 | 344,250 | (1) | $ | 10.48 | — | ||||||||||||||
Plan approved by shareholders | — | — | — | — | — | — | ||||||||||||||||||
| (1) | Effective January 4, 2012, the 2009 Riverview Financial Corporation Stock Option Plan (the “Option Plan”) was amended and restated to increase the number of common shares available under the Plan, in the aggregate, to 220,000 shares as compared with the originally provided 170,000 shares. On April 16, 2014, the 2009 the Plan was again amended and restated to increase the total number of shares of common stock by 130,000 shares, thus increasing the total number of available shares under the Plan to 350,000 shares. |
The vesting schedule for all options issued under the Option Plan is a seven year cliff, which means that the options are 100% vested in the seventh year following the grant date. All options expire ten years following the grant date. However, on December 18, 2013, the Board of Directors approved the acceleration of the vesting of 179,250 options that were granted and outstanding at that date. Additional information relating to the Option Plan can be found in Note 10 – Employee Benefit Plans in the Corporation’s annual report to shareholders.
Named Executive Officers
The following table provides information, as of December 31, 2014,2015, about the Corporation’s “named executive officers.officers”.
Name | Age | Principal Occupation For the Past Five Years and Position Held with Riverview Financial Corporation and Subsidiaries | ||
| Kirk D. Fox | Mr. Fox is the President of Riverview Financial Corporation and Riverview Bank. Mr. Fox was an Executive Vice President of HNB Bancorp, Inc. and an Executive Vice President and Chief Lending Officer of Halifax National Bank from August 2004 until December 31, 2008. Prior to that, Mr. Fox was a Vice President and Commercial Loan Officer for Community Bank, where he worked from 1988 to 2004. He has served as director of Halifax National Bank since 2007. | |||
| Brett D. Fulk | Mr. Fulk is the Chief Operations Officer of Riverview Financial Corporation and Riverview Bank since he joined the corporation and bank in July 2011. From November 2007 to June 2011, Mr. Fulk served as a Managing Director of Commercial Services, Pennsylvania division, Regional Executive, and Region President for Susquehanna Bank. From 1990 to 2007, Mr. Fulk served in the capacity of Region President in both the Northcentral PA and York Regions for CommunityBanks (which was acquired by Susquehanna Bank). | |||
| Theresa M. Wasko(1) | 63 | Mrs. Wasko is the Chief Financial Officer of Riverview Financial Corporation and Riverview Bank since January 2009. Prior to that, Mrs. Wasko served as the Chief Financial Officer of Great Bear Bank (a bank in organization) from 2007 to 2009 and Chief Financial Officer of East Penn Bank from 1998 to 2007. | ||
| (1) | Effective August 1, 2016, the Corporation and its wholly-owned subsidiary, Riverview Bank (the “Bank”), entered into an Employment Agreement with Scott Seasock, pursuant to which Mr. Seasock will replace Theresa M. Wasko as Executive Vice President and Chief Financial |
| Officer of the Corporation and the Bank. Ms. Wasko stepped down as CFO as of the same date, but is expected to continue her employment as necessary in order to provide a smooth transition of duties. Mr. Seasock, age 59, comes to Riverview from Peoples Financial Services Corp., where he served most recently as its Chief Financial Officer and Executive Vice President, from January 2010 to April 2016. Prior to Peoples Financial Services, he served as an Executive Vice President and Chief Financial Officer of Comm Bancorp. Inc. from 1989-2010. |
Compensation and Benefits Process and Philosophy
The compensation and benefit programs for the Corporation’s named executive officers are designed to provide compensation that is fair, reasonable and competitive. It is intended to align the interests of the named executive officers with shareholders by rewarding performance that achieves corporate financial goals and by rewarding strong executive
leadership and superior individual performance. By offering competitive compensation and benefits, the Corporation is able to attract, motivate and retain a highly qualified and talented team of executives who will help maximize the Corporation’s long-term financial performance and earnings growth, increase shareholder value and subsequent appreciation in the market value of the Corporation’s stock. These principles also guide the Corporation in designing compensation and benefit plans provided to the non-executive workforce.
The compensation paid to each named executive officer is based on the executive’s level of job responsibility, corporate financial performance measured against annual goals, an assessment of the executive’s individual performance and the competitive market.
The Compensation Committee annually reviews the components of the named executive officers’ compensation program in comparison with peer banks. The relevant comparator group for compensation and benefits programs consists of financial institutions of like size and geographically located in an area where the corporation competes for the same talent. Salary and benefit information is gathered from proxies of financial institutions and salary surveys. In 2014,2015, the Corporation used survey data from SNL Financial to educate itself as to the trends in compensation. The SNL Financial survey provided ranges of salaries for like-size and geographically similar financial institutions.
COMPENSATION AND PLAN INFORMATION
The following table summarizes the total compensation for Robert M. Garst,Kirk D. Fox, Riverview Financial Corporation’s Chief Executive Officer, Kirk D. Fox, Riverview Financial Corporation’s President, and Brett D. Fulk, Riverview Financial Corporation’s President, and Theresa M. Wasko, Riverview Financial Corporation’s Chief OperationsFinancial Officer during 2015, for the prior two (2) years.fiscal year-ends. These individuals are referred to as the “Named Executive Officers.”
2015 Summary Compensation Table
Name and Principal Position | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | Year | Salary | Bonus | Option Awards(1) | All Other Compensation | Total | ||||||||||||||||||||||||||||||||||||
Robert M. Garst, | 2014 | $ | 325,000 | $ | 25,000 | $ | 28,000 | $ | 51,180 | (2) | $ | 429,180 | ||||||||||||||||||||||||||||||||||||
Chief Executive Officer | 2013 | 220,000 | 100,000 | (8) | — | 58,524 | (3) | 378,524 | ||||||||||||||||||||||||||||||||||||||||
Kirk D. Fox, | 2014 | 325,000 | 25,000 | 28,000 | 98,139 | (4) | 476,139 | 2015 | $ | 331,500 | $ | 100,000 | $ | 12,690 | $ | 98,183 | (2) | $ | 542,373 | |||||||||||||||||||||||||||||
President | 2013 | 220,000 | 100,000 | (8) | — | 53,404 | (5) | 373,404 | 2014 | 325,000 | 25,000 | 28,000 | 98,139 | (3) | 476,139 | |||||||||||||||||||||||||||||||||
Brett D. Fulk | 2014 | 310,000 | 25,000 | 28,000 | 41,346 | (6) | 404,346 | 2015 | 316,200 | 100,000 | 12,690 | 44,677 | (4) | 473,567 | ||||||||||||||||||||||||||||||||||
Chief Operations Officer | 2013 | 210,000 | 100,000 | (8) | — | 35,555 | (7) | 345,555 | 2014 | 310,000 | 25,000 | 28,000 | 41,346 | (5) | 404,346 | |||||||||||||||||||||||||||||||||
Theresa M. Wasko | 2015 | 164,383 | 10,000 | — | 10,250 | (6) | 184,633 | |||||||||||||||||||||||||||||||||||||||||
Chief Financial Officer | 2014 | 161,160 | 15,000 | 5,600 | 16,139 | (7) | 197,899 | |||||||||||||||||||||||||||||||||||||||||
| (1) | The per share grant date fair market |
| (2) | Includes an automobile allowance for personal use of |
| (3) |
| Includes an automobile allowance for personal use of $1,702; 401(k) match of $7,800; life insurance premiums of $296; profit sharing of $13,000; change of $9,492 in accrued pension value of supplemental retirement plan; deferred compensation earnings of $45,834; country club membership of $1,015; vacation reimbursement of $4,000; and director fees of $15,000. |
| Includes an automobile allowance for personal use of |
| Includes an automobile allowance for personal use of $5,388; 401(k) match of $10,400; life insurance premiums of $285; profit sharing of $13,000; private and country club membership of $1,445; and change of $6,828 in accrued pension value of supplemental retirement plan; and vacation reimbursement of $4,000. |
| (6) | Includes a 401(k) match of $6,875; life insurance premiums of $305; profit sharing of $3,070. |
| (7) | Includes |
Messrs. Garst, Fox and Fulk are parties to three-year term evergreen employment agreements. On every anniversary date of each agreement, the employment period is extended automatically for one additional year, unless notice of nonrenewal is given. The agreements provide that the executives may participate in those employee benefit plans for which they are eligible. Each also provides that if the executive is terminated without cause or, if after a change in control, there is a reduction in salarieshis salary or benefits, or a change in theirhis reporting responsibilities, duties or titles, the following will occur:
Mrs. Wasko is party to a one-year term evergreen employment agreement, which provides that she will receive one times her annual base salary, payable in 12 equal monthly installments in the event she is terminated without cause or after a change in control. She will also be reimbursed for the monthly premium paid to obtain substantially similar employee benefits for 12 months following the date of termination of employment or until the she secures substantially similar benefits through other employment, whichever occurs first. In connection with Mrs. Wasko’s replacement as CFO effective August 1, 2016, she executed a waiver of her right to terminate her employment for “Good Reason” as a result of the loss of that title and associated responsibilities, which would otherwise have entitled her to receive a payout under her employment agreement, in exchange for a lump sum payment by the Bank of $10,000.
If the payments to be paid as described above for Messrs. Fox and Fulk are determined to be subject to Section 280G of the Internal Revenue Code as so-called “parachute”parachute payments, subjecting the executive to excise taxes, the executive will receive an additional cash payment in an amount such that the after-tax proceeds of such payment will be equal to the amount of the excise tax.
On January 24, 2012, the Employment AgreementsAgreement of Messrs. Garst andMr. Fox werewas amended and restated to comply with Section 409A of the Internal Revenue Code of 1986, as amended.
On November 16, 2011, Messrs. Garst andMr. Fox signed a Noncompetition Agreements.Agreement. The purpose for the noncompetition agreementsagreement was to define the restrictions placed on the executives during and after theirhis employment with the Corporation and the Bank in terms of being engaged in certain activities which may be considered to be competitive with the goodwill and proprietary rights of Riverview and Riverview Bank. In consideration of the executivesMr. Fox entering into this agreement, Riverview Bank:
Riverview maintains an “Executive Deferred Compensation” program in which Messrs. Garst, Fox and Fulk have signedtwo of Riverview’s executives participate, allowing the agreement. The program allows the executiveexecutives to defer payment of histheir base salary, bonus and performance based compensation until a future date. Under this agreement, the estimated present value of the future benefits is accrued over the effective dates of the agreement at an interest rate that is declared annually by the Board of Directors. Accordingly, the Board of Directors declared the interest rate to be 7.50%6.28% for 2014.2015. The agreement is unfunded, with benefits to be paid from Riverview’s general assets.
Elements of Executive Compensation
The Corporation’s executive compensation and benefits package for named executive officers consists of direct compensation and
corporate sponsored benefit plans, including base salary, bonuses, health and welfare benefits, profit sharing/401(k) plan, employee stock purchase plan (“ESPP”) and stock option plans.plan participation. Each component is designed to contribute to a total package that is competitive, performance-based, and valued by the executives of the Corporation and to align their interests with those of the shareholders.
Base salary
A competitive base salary is necessary to attract and retain talented executives. The base salary for each named executive officer is determined based upon experience, expected personal performance, salary levels that are in place for comparable positions within the industry, and responsibilities assumed by the named executive officers. While ana named executive officer’s initial salary is determined by an assessment of competitive market levels, the major factor in determining base salary increases is individual performance. The Compensation Committee evaluates named executive officer base salary levels on an annual basis and reviews peer group data to establish a market competitive executive base salary program.basis. The Corporation usually grants annual increases to executives as well as increases needed to reflect changes in responsibilities and the market competitive environment.
In establishing base salaries for 2014,the named executive officers for 2016, the Compensation Committee considered the Corporation’s financial performance in comparison with historical trends and peer group and market based industry data. In consideration of prevailingthe general economic conditions prevailing in 2016 and the Corporation’s financial performance in spite of such conditions, and to maintain a competitive salary base for the named executive officers, the Committee determined that an increase in base salary for 2014 and 20152016 was appropriate.
Bonuses
The annual bonus is tied to the Corporation’s performance and is not only grantedpaid to the named executive officers but was grantedtied to the Corporation’s performance. Bonuses were paid to all employees of the Corporation during 2014. This award is made2015. Bonuses are paid at the discretion of the Board of DirectorDirectors if the Board is of the opinion that such an award is merited. The bonus isbonuses are designed to align the employees’ interests with those of shareholders by linking the Corporation’s performance to such a cash award.
Director Fees
Messers GarstMessrs. Fox and FoxFulk are members of the Board of Directors and each receivereceived the equivalent of $15,000 per year as a retainer fee for serving on the Board. Since Mr. Fulk became a member of the Board effective June 30, 2015, the payment of his $15,000 retainer was prorated accordingly in 2015.
Profit Sharing/401(k) Plan
Executive officers participate in the Profit Sharing/401(k) Plan, which is offered to all full-time employees who have completed at least one year of service and are at least 18 years of age. This plan is a means for employees to contribute and save for their retirement, and it has a combined tax qualified savings feature and profit sharing feature for employees. The Corporation makes a contributory match to the plan for each participating employee of 4%at a discretionary percentage of their respective compensation. The Corporation may also make a discretionary contribution annually to the plan based upon the corporation’sCorporation’s financial performance. This discretionary contribution is designed to award employees for contributing to the Corporation’s financial success. Contributions are expressed as a percentage of base salary and executive officers receive the same percentage of base salary as all other employees. During 2014,2015, the percentage of the discretionary contribution made to all eligible 401(k) participants including the Named Executive Officers, was approximately 5%1.8%.
Employee Stock Purchase Plan (“ESPP”)
Effective March 5, 2014, the Board adopted and approved the Riverview Financial Corporation Employee Stock Purchase Plan (“ESPP”). Executive officers have the option to enroll and participate in the ESPP, which is a qualified stock plan offered to all eligible employees of the Bank, and allows employees to use after-tax payroll deductions of between 1% and 20% of base pay to acquire the Corporation’s stock at a 15% discount.
Stock Option Plan
In January 2009, the Corporation adopted the Stock Option Plan. The purpose of the Stock Option Plan was to advance the development, growth and financial condition of the Corporation by providing incentives through participation in the appreciation of the common stock of the Corporation to secure, retain and motivate the Corporation’s directors, officers and key employees and to align such person’s interests with those of Corporation’s shareholders.
Employee Stock Purchase Plan
In May 2014 the Board of Directors and shareholders of the Corporation approved an Employee Stock Purchase Plan (“ESPP”) giving eligible employees the opportunity to acquire a proprietary interest in the Corporation through the purchase of common stock of the Corporation, through payroll withholdings, at a 15% discount off the market price of the stock. The plan is open to all eligible employees, defined as any employee who has completed ninety days of employment in good standing and works an average of 20 hours or more on a weekly basis.
Supplemental Executive Retirement Plan
In 2008, HNB Bancorp, a predecessor of the Corporation, implemented a supplemental executive retirement plan covering Kirk D. Fox, who, at the time, was an Executive Vice President of HNB Bancorp. The plan was assumed by the Corporation in a prior transaction. Under this plan, Mr. Fox will receive $44,000 per year for 15 years beginning upon his termination of employment after age 65. Upon his termination of employment, he shall become fully vested in the benefit, unless his termination is due to “just cause”, meaning termination for personal dishonesty, willful misconduct, or breach of fiduciary duty involving personal profit.
On January 6, 2012, a supplemental executive retirement plan was adopted by and between the Bank and Brett D. Fulk, Chief Operations Officer of the Bank, and was effective January 1, 2012. Mr. Fulk will receive $20,000 per year for 20 years beginning upon his termination of employment after reaching normal retirement age, unless his termination is due to “cause”, defined as separation from service for fraud or dishonesty committed in connection with the Executive’s employment resulting in a material adverse effect on the Bank.
Perquisites
Riverview provides an allowance for automobile use to Messrs. Garst, Fox and Fulk. In addition, they are entitled to a membership at a country club during their employment. These provisions are viewed as a normal and reasonable benefit in a highly competitive financial service industry.
Grants of Plan-Based Awards
In January 2009 the Corporation implemented the Stock Option Plan (the “Plan”“2009 Plan”), with an authorization. Under the 2009 Plan, the Corporation is authorized to issue options exercisable for up to 170,000 shares of common stock, in the aggregate. Effective January 4, 2012, the Corporation increased the number of shares of the Corporation’s common stock that may be issued under the Plan to 220,000 shares. On April 16, 2014, the Plan was again amended to increase the total number of shares of common stock available for issuance under the Plan to 350,000 shares.
In accordance with The purpose of the Plan was to advance the vesting schedule fordevelopment, growth and financial condition of the options isCorporation by providing incentives through participation in the appreciation of the common stock of the Corporation to secure, retain and motivate the Corporation’s directors, officers and key employees and to align such person’s interests with those of Corporation’s shareholders. The 2009 Plan provides a seven year cliff vesting for all options, which means that the options are 100% vested in the seventh year following the grant date. The expiration date for all options is ten years following the grant date. On December 18, 2013, the Board of Directors approved the acceleration
Supplemental Executive Retirement Plan
The Bank maintains Supplemental Executive Retirement Plan (“SERP”) agreements that provide specified benefits to certain key executives, which include Messrs. Fox and Fulk. The agreements were specifically designed to encourage key executives to remain as employees of the vestingBank. The agreements are unfunded, with benefits paid from the Bank’s general assets. After normal retirement, benefits are payable to the executives or their beneficiaries in equal monthly installments for a period of the 179,250 options that were outstanding on that date.
Perquisites
Riverview provides an allowance for automobile use to Messrs. Fox and Fulk. In addition, they are entitled to a membership at a country club during their employment. These provisions are viewed as a normal and reasonable benefit in a highly competitive financial service industry.
Grants of Plan-Based Awards
The following table presents equity incentive plan awards outstanding at December 31, 20142015 for each named executive officer and information relating to those option awards that were unexercised and option awards that had not yet vested as of that date:
Outstanding Equity Awards at December 31, 2014 | ||||||||||||||||||||||||||||||||||||||||
Outstanding Equity Awards at December 31, 2015 | Outstanding Equity Awards at December 31, 2015 | |||||||||||||||||||||||||||||||||||||||
Name | Number of securities underlying unexercised options (#): exercisable | Number of securities underlying unexercised options (#): unexercisable(2) | Grant Date | Option exercise price ($/ Share)(1) | Option Expiration Date | Number of securities underlying unexercised options (#): exercisable | Number of securities underlying unexercised options (#): unexercisable(2) | Grant Date | Option exercise price ($/Share) | Option Expiration Date | ||||||||||||||||||||||||||||||
Robert M. Garst | 25,000 | — | 1/21/2009 | $ | 10.60 | 1/21/2019 | ||||||||||||||||||||||||||||||||||
Kirk D. Fox | 25,000 | — | 1/21/2009 | $ | 10.60 | (1) | 1/21/2019 | |||||||||||||||||||||||||||||||||
| 2,000 | — | 9/16/2009 | $ | 10.60 | 9/16/2019 | 3,000 | — | 9/16/2009 | $ | 10.60 | (1) | 9/16/2019 | ||||||||||||||||||||||||||||
| 750 | — | 12/07/2011 | $ | 10.60 | 12/07/2021 | |||||||||||||||||||||||||||||||||||
| — | 20,000 | 5/5/2014 | $ | 10.00 | 5/5/2024 | |||||||||||||||||||||||||||||||||||
Kirk D. Fox | 25,000 | — | 1/21/2009 | $ | 10.60 | 1/21/2019 | ||||||||||||||||||||||||||||||||||
| 3,000 | — | 9/16/2009 | $ | 10.60 | 9/16/2019 | — | 20,000 | 5/5/2014 | $ | 10.00 | 5/5/2024 | |||||||||||||||||||||||||||||
| — | 20,000 | 5/5/2014 | $ | 10.00 | 5/5/2024 | — | 4,500 | 11/18/2015 | $ | 13.05 | 11/18/2025 | |||||||||||||||||||||||||||||
Brett Fulk | 11,000 | — | 12/07/2011 | $ | 10.60 | 12/07/2021 | 11,000 | — | 12/07/2011 | $ | 10.60 | (1) | 12/07/2021 | |||||||||||||||||||||||||||
| 10,000 | — | 1/4/2012 | $ | 10.35 | 1/4/2022 | 10,000 | — | 1/4/2012 | $ | 10.35 | 1/4/2022 | |||||||||||||||||||||||||||||
| — | 20,000 | 5/5/2014 | $ | 10.00 | 5/5/2024 | — | 20,000 | 5/5/2014 | $ | 10.00 | 5/5/2024 | |||||||||||||||||||||||||||||
| — | 4,500 | 11/18/2015 | $ | 13.05 | 11/18/2025 | |||||||||||||||||||||||||||||||||||
Theresa M. Wasko | 10,000 | — | 1/21/2009 | $ | 10.60 | (1) | 1/21/2019 | |||||||||||||||||||||||||||||||||
| 5,000 | — | 9/16/2009 | $ | 10.60 | (1) | 9/16/2019 | ||||||||||||||||||||||||||||||||||
| — | 4,000 | 5/5/2014 | $ | 10.00 | 5/5/2024 | |||||||||||||||||||||||||||||||||||
| (1) | On December 7, 2011, the Board of Directors approved the reduction of the exercise price of the options granted in 2009 and 2011 from $13.00 per share to $10.60 per share, which was the fair market value of the stock at December 7, 2011. |
| (2) | The vesting schedule for the |
Directors’ Compensation
The following table summarizes the total compensation paid to the directors (other than directors who are Named Executive Officers and whose compensation in all capacities is stated in the Summary Compensation Table) during the year ended December 31, 2014:2015:
Name | Fees Earned or Paid in Cash(1) ($) | Bonus ($) | Option Awards (2) ($) | Options Exercised (3) ($) | Total ($) | Fees Earned or Paid in Cash(1) ($) | Bonus ($) | Option Awards(2) ($) | Options Exercised(3) ($) | Total ($) | ||||||||||||||||||||||||||||||
Felix E. Bartush, Jr. | 20,000 | — | 6,528 | — | 26,528 | |||||||||||||||||||||||||||||||||||
Daniel R. Blaschak | 20,000 | — | 6,528 | — | 26,528 | |||||||||||||||||||||||||||||||||||
Felix E. Bartush, Jr. (retiring effective 12/7/2016 Annual Meeting) | 21,000 | — | 3,243 | — | 24,243 | |||||||||||||||||||||||||||||||||||
Daniel R. Blaschak (retired effective 7/20/2016) | 21,000 | — | 3,243 | — | 24,243 | |||||||||||||||||||||||||||||||||||
Albert J. Evans | 20,000 | — | 6,528 | — | 26,528 | 21,000 | — | 3,243 | — | 24,243 | ||||||||||||||||||||||||||||||
Arthur M. Feld | 22,000 | — | 6,528 | 8,100 | 36,628 | |||||||||||||||||||||||||||||||||||
Arthur M. Feld (retiring effective 12/7/2016 Annual Meeting) | 23,000 | — | 3,243 | 1,838 | 28,081 | |||||||||||||||||||||||||||||||||||
James G. Ford, II | 20,000 | — | 6,528 | — | 26,528 | 21,000 | — | 3,243 | — | 24,243 | ||||||||||||||||||||||||||||||
Howard R. Greenawalt | 20,000 | — | 6,528 | — | 26,528 | 21,000 | — | 3,243 | — | 24,243 | ||||||||||||||||||||||||||||||
R. Keith Hite | 22,000 | — | 6,528 | — | 28,528 | 23,000 | — | 3,243 | — | 26,242 | ||||||||||||||||||||||||||||||
David W. Hoover | 27,500 | — | 6,528 | — | 34,028 | 29,500 | — | 3,243 | — | 32,743 | ||||||||||||||||||||||||||||||
Joseph D. Kerwin | 20,000 | — | 6,528 | — | 26,528 | 21,000 | — | 3,243 | — | 24,243 | ||||||||||||||||||||||||||||||
John M. Schrantz | 26,500 | — | 6,528 | — | 33,028 | 27,500 | — | 3,243 | — | 30,743 | ||||||||||||||||||||||||||||||
David A. Troutman | 21,000 | — | 6,528 | — | 27,528 | 22,000 | — | 3,243 | — | 25,243 | ||||||||||||||||||||||||||||||
William C. Yaag | 20,000 | — | 6,528 | — | 26,528 | 21,000 | — | 3,243 | — | 24,243 | ||||||||||||||||||||||||||||||
| (1) | Retainer fee for services as a director. |
| (2) | Options were granted during |
| (3) | The bargain element in the exercise of |
TheGenerally, the annual retainer fee for independent directors is $20,000,$21,000, while each employee director receives an annual retainer of $15,000. TheHowever, the Chairman and Vice Chairman of the Board receive an annual retainer of $23,000$24,000 and an additional $500 for every Executive Committee meeting they attend. The Chairmen of the Audit Committee and the Asset Liability Committee receive an annual retainer of $22,000,$23,000, and the Chairman of the Loan Committee receives an annual retainer of $21,000.$22,000.
The Corporation maintains a “Director Deferred Fee Agreement” (DDFA) which allows electing directors to defer payment of their director fees until a future date. Under this agreement, the estimated present value of the future benefits is accrued over the effective dates of the agreement at an interest rate that is declared annually by the Board of Directors. Accordingly, the Board of Directors declared the interest rate to be 7.50%6.28% for 20142015 for the Agreements with Directors Garst, Fox and Yaag. The rate is based on the five-year average of the 20-year CMT, plus 3%, with a minimum rate of 4%.
The Corporation and its subsidiary, Riverview Bank, entered into a Director Emeritus Agreement (the “Agreement”) with its directors, effective November 2, 2011. In order to promote the orderly succession of the Board of Directors, the Agreement defines the benefits the Bank is willing to provide upon the termination of service as a director to those individuals who were directors of the Corporation as of December 31, 2011, provided the director provides the services contemplated in the Agreement. The material terms of the Agreement are as follows:
| – | Upon termination of service as a director on or after the age of 65, provided the director has 10 or more years of continuous service at the date of termination and is willing to provide certain ongoing |
| services for the Bank, which include being available to the Board for advice and consultation, continuing to act as a “Goodwill Ambassador” for the Bank, and avoiding any competitive arrangements that may be contrary to the best interests of the Bank; |
| – | Upon termination of service as a director due to a disability prior to the age of 65; |
| – | Upon a change in control of the Bank or the Corporation, defined as a change in the ownership or effective control of the Corporation or the Bank; |
| – | Upon the death of a director after electing to be a director emeritus. |
Some of the Corporation’s directors and executive officers and the companies with which they are associated were customers of, and had banking transactions with, the Corporation’s subsidiary bank, Riverview Bank, during 2014.2015. All loans and loan commitments made to them and to their companies were made in the ordinary course of business, on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with other customers of the Bank, and did not involve more than a normal risk of collectability or present other unfavorable features. The Corporation anticipates that Riverview Bank will enter into similar transactions with its officers and directors in the future.
The Board of Directors must approve all related party transactions that are significant. In turn, the director or officer in question is excused from the Board meeting at the time approval is considered by the Board.
Payments made during 20142015 and 20132014 to any director who is a partner in, or a controlling shareholder, or an executive of an organization that has made to or received from the Corporation or Bank, payments for property or services have been for amounts well within NASDAQ guidelines defining the director independence.
ADVISORY VOTE REGARDING EXECUTIVE COMPENSATION
In accordance withindependence and below the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), we are providing our shareholders the opportunity to vote on an advisory, non-binding resolution to approve the compensation paid to our Named Executive Officers, as described in this proxy statement. This advisory vote, commonly referred tothreshold for disclosure as a “Say On Pay” vote, gives our shareholders the opportunity to endorse, or not endorse, the compensation of our Named Executive Officers. Shareholders are encouraged to carefully review the “Executive Compensation” section of this Proxy Statement for a detailed discussion of our executive compensation programs.
We believe that our executive compensation policies and programs, which are reviewed and approved by our Compensation Committee, are designed to align our Named Executive Officers’ compensation with our short-term and long-term performance and to provide the compensation and incentives that are necessary to attract, motivate and retain key executives who are important to our continued success. The Compensation Committee regularly reviews all elements of our executive compensation program and takes any actions it deems necessary to continue to fulfill the objectives of our compensation programs. These programs have been designed to promote a performance-based culture which aligns the interests of our executive officers and other managers with the interests of our shareholders.
For the reasons discussed above, our shareholders are asked to provide their support with respect to the compensation of the Corporation’s Named Executive Officers by voting in favor of the following non-binding resolution:
“Resolved, that the shareholders of Riverview Financial Corporation approve the compensation of the Corporation’s Named Executive Officers, as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”
Because this shareholder vote is advisory, it will not be binding on our Board of Directors. However, the Compensation Committee will take into account the outcome of the vote when considering future executive compensation arrangements.
Vote Required for Approval
The approval of the non-binding advisory proposal on our executive compensation requires the affirmative vote of a majority of the votes cast at the meeting, in person or by proxy. Abstentions and broker non-votes that are counted only for purposes of determining a quorum will have the effect of a vote against this proposal.
Recommendation of the Board of Directors
The Board of Directors recommends a voteFOR the advisory, non-binding resolution approving the compensation paid to the Corporation’s Named Executive Officers.
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES REGARDING EXECUTIVE COMPENSATION
In accordance with the Dodd-Frank Act, we are asking our shareholders to vote, on an advisory and non-binding basis, on the desired frequency of future Say On Pay votes: every year, every two years or every three years. We are required to hold a Frequency Vote at least once every six years.
After careful consideration, the Board of Directors recommends that future Say On Pay votes be conducted every three years. Our compensation programs are designed with the goal of supporting long-term value creation and to incentivize and reward performance over a multi-year period. As a result, it is difficult to assess the correlation between performance and compensation on an annual basis. We believe that a vote every three years will enable our shareholders to better judge our compensation programs in relation to our long-term performance, and will offer the Corporation the time necessary to fully consider the results of prior Say On Pay votes.
Because this shareholder vote is advisory, it will not be binding on our Board of Directors. However, the Board of Directors will take into account the outcome of the vote when considering the frequency of future advisory votes regarding executive compensation. The Corporation’s next advisory Frequency Vote will occur at the 2021 Annual Meeting.
Vote Required for Approval
Shareholders may vote on an advisory basis as to whether future Say On Pay votes should occur every one, two or three years, or may abstain from voting. A plurality of the votes cast is required for the approval of the choice among the frequency options. This means that the option receiving the most votes will be deemed approved. Abstentions and broker non-votes will have no effect in calculating the votes on this matter.
Recommendation of the Board of Directors
The Board of Directors recommends a voteFOR approval of “Every Three Years” with respect to the frequency of future Say On Pay votes. Although the Board of Directors recommends that you vote for “Every Three Years”, the enclosed proxy card allows you to vote for Every Year, Every Two Years, or Every Three Years, or to abstain from voting. You are not voting simply to approve or disapprove the Board of Directors’ recommendation.related party transaction.
The Audit Committee has:
By the members of the Audit Committee:
| R. Keith Hite, Chairman | ||
| Joseph D. Kerwin | ||
| Howard R. Greenawalt | Timothy E. Resh |
CHANGE IN INDEPENDENT REGISTERED PUBLIC ACCOUNTANT
Smith Elliott Kearns & Company, LLC (“SEK”) was the Corporation’s independent registered public accounting firm for 2015. On June 9, 2016, the Corporation received notice from SEK that SEK would not be able to meet the requirements set forth in the Public Company Accounting Oversight Board for audit firm partner rotation for periods ending after fiscal year 2016. In addition, SEK recommended that the Corporation’s Audit Committee should begin a formal process to engage another independent registered public accounting firm and stated they would fully cooperate with the audit transition. As a result, Riverview did, in fact, engage in a formal process to seek another independent registered public accounting firm. As a result of that process, on August 25, 2016, the Audit Committee of the Corporation’s Board of Directors, through a formal proposal process, determined to dismiss SEK and engaged Dixon Hughes Goodman LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2016.
The report issued by SEK in connection with the audit of the Corporation for the years ended December 31, 2015 and 2014 did not contain an adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope, or accounting principles.
Furthermore, for the years ended December 31, 2015 and 2014, and the interim periods ended March 31, 2016 and June 30, 2016, there were no disagreements with SEK on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. During the years ended December 31, 2015 and 2014, there were no “reportable events” as such term is defined within the meaning of Item 304(a)(1)(v) ofS-K.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Upon recommendation ofOn August 25, 2016, the Corporation’s Audit Committee Smith Elliott Kearns & Company, LLC has been selected byof the Board of Directors engaged Dixon Hughes Goodman LLP (“DHG”) to serve as the independent auditors for 2015. Smith Elliott Kearns & Company, LLC has been theCorporation’s independent registered public accounting firm for Riverview Financialthe fiscal year ending December 31, 2016. Prior to engaging DHG, the Corporation since 2009. did not consult DHG regarding the application of accounting principles to a specific completed or contemplated transaction or regarding the type of audit opinions that might be rendered by DHG on the Corporation’s financial statements, and DHG did not provide any written or oral advice that was an important factor considered by the Corporation in reaching a decision as to any such accounting, auditing or financial reporting issue. DHG does not have a material relationship with the Corporation or the Bank and is considered to be well qualified.
Representatives of DHG are expected to be present at the Annual Meeting. No representative from SEK will be present at the meeting. While DHG representatives will not have an opportunity to make a statement, they will be available to respond to appropriate questions.
Aggregate fees billed by Smith Elliott Kearns & Company, LLC for services rendered in the aggregate for the years ended December 31, 20142015 and 20132014 were as follows:
| 2014 | 2013 | 2015 | 2014 | |||||||||||||
Audit fees(1) | $ | 62,600 | $ | 57,525 | $ | 74,495 | $ | 62,600 | ||||||||
Audit-related fees(2) | 23,195 | 19,020 | 11,210 | 23,195 | ||||||||||||
Tax fees(3) | 13,900 | 7,370 | 10,490 | 13,900 | ||||||||||||
All other fees(4) | 2,310 | 2,885 | — | 2,310 | ||||||||||||
|
|
|
| |||||||||||||
Total | $ | 102,005 | $ | 86,800 | $ | 96,195 | $ | 102,005 | ||||||||
|
|
|
| |||||||||||||
| (1) | Audit fees were for professional services rendered for the audits of the consolidated financial statements of the |
| (2) | Audit related fees were for professional services rendered in connection with certain regulatory reporting requirements, consents and other required procedures in connection with the filings for the |
| (3) | Tax fees were for professional services rendered for preparation of the |
| (4) | Other fees were for consultations concerning general accounting issues. |
The report issuedAudit Committee pre-approved all audit and permitted non-auditing services, including the fees and terms thereof, to be performed by Smith Elliott Kearns & Company, LLC in connection withits independent auditor, subject to the auditde minimus exceptions for non-auditing services permitted by the Exchange Act. However, these types of services are approved prior to completion of the financial statements of the Corporation for the year ended December 31, 2014 did not contain an adverse opinion or a disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope, or accounting principles.
services. The Audit Committee pre-approved all audit and permissible non-audit services provided by the independent auditors.auditors in 2015. These services may include audit services, audit related services, tax services and other services. The Audit Committee pre-approvalpre- approval process is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case by casecase-by-case basis. For each proposed service, the independent auditor is required to provide detailed back-upbackup documentation at the time of approval.
RepresentativesAlthough shareholder approval of Smith Elliott Kearns & Company, LLC are expectedthe selection of DHG is not required by law, the Board of Directors believes that it is advisable to be present at the annual meeting. While the representatives will not havegive shareholders an opportunity to makeratify this selection as is a statement, theycommon practice among other publicly traded companies and consistent with sound corporate governance practices. If Riverview’s shareholders do not approve this proposal at the 2016 Annual Meeting, the Audit Committee will be availableconsider the results of the shareholder vote on this proposal when selecting an independent auditor for 2017, but no determination has been made as to respond to appropriate questions.what action, if any, the Audit Committee would take if shareholders do not ratify the appointment of DHG.
The Board of Directors recommends that shareholders vote FOR ratification of the appointment of Dixon Hughes Goodman LLP as the Corporation’s independent auditor for the fiscal year ending December 31, 2016.
The Corporation’s 2015 Annual Report onForm 10-K for the year ended December 31, 2015 is being mailed with this proxy statement. Any shareholder may obtain a copy of Riverview Financial Corporation’s Annual Report for the year ended December 31, 2014,2015, without charge, by submitting a written request to Theresa M. Wasko,Scott A. Seasock, Chief Financial Officer of Riverview Financial Corporation, 3901 North Front Street, Harrisburg Pennsylvania 17110. The Form 10K is also available on the Corporation’s website athttps://www.riverviewbankpa.com under Investor Relations.
TheAs of the date of this proxy statement, the Board of Directors knows of no matters other than those discussed in this proxy statement that will be presented at the Annual Meeting. However, if any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.
RIVERVIEW FINANCIAL CORPORATION
REVOCABLE PROXY
FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 30, 2015DECEMBER 7, 2016
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby constitutes and appoints James G. Ford, IIHoward R. Greenawalt and Daniel R. Blaschak,Timothy E. Resh and each or either of them, proxies of the undersigned, with full power of substitution to vote all of the shares of Riverview Financial Corporation that the undersigned shareholder may be entitled to vote at the annual meeting of shareholders to be held on Tuesday, June 30, 2015,Wednesday, December 7, 2016, at 9:10:00 a.m., local time, at the Hershey Country Club, 1000 East Derry Road, Hershey, Pennsylvania, 17033, and at any adjournment or postponement of the meeting as follows:
| 1. | Election of four (4) Class |
Nominees | ||||
| David |
[ ]FOR [ ]WITHHOLD[ ]FOR ALL EXCEPT
Instruction: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name on the space provided below:
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE.
| 2. | Ratification of Dixon Hughes Goodman LLP (“DHG”) as the independent registered public accounting firm for the fiscal year ending December 31, 2016. |
[ ] FOR [ ] AGAINST [ ] ABSTAIN
[ ]FOR [ ]AGAINST [ ]ABSTAIN
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” PROPOSAL 2.
| 3. |
[ ] every ONE year [ ] every TWO years [ ] every THREE years [ ] ABSTAIN
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” APPROVAL OF “EVERY THREE YEARS” WITH RESPECT TO THE FREQUENCY OF FUTURE SAY ON PAY VOTES AS PRESENTED IN PROPOSAL 3.
| In their discretion, the proxy holders are authorized to vote upon such other business as may be properly |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE NOMINEES NAMED ABOVE, ALONG WITH A VOTE “FOR” PROPOSAL 2.
This proxy, when properly signed and dated, will be voted in the manner specified by the undersigned. If no specification is made, this proxy will be voted FOR in accordance with the Board of Directors’ recommendations for allnominees and proposals presented.listed above.
| Dated:, |
| |||||
| Signature | ||||||
| Print name: |
| |||||
| ||||||
| Signature | ||||||
| Print name: |
| |||||
Number of Shares Held of Record on March 18, 2015:October 17, 2016:
| 1. | This proxy must be dated, signed by the shareholder and returned promptly in the enclosed envelope. |
| 2. | When signing as attorney, executor, administrator, trustee, or guardian, please state full title. If more than one trustee, all should sign. |
| 3. | If stock is held jointly, each owner should sign. |