Richmond Mutual Bancorporation, Inc.
For the period ended Dec 31, 2025. Filed Mar 23, 2026.
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FY2025 · Filed Mar 23, 2026
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Item 11. Executive Compensation
Summary Compensation Table. The table below summarizes for the years ended December 31, 2025 and/or 2024 the total compensation paid to or earned by Garry Kleer, the Company’s Chairman, President and Chief Executive Officer, and our two other most highly compensated executive officers. Each individual listed in the table below is referred to as a “named executive officer.”
| Name and principal position · Year · Salary ($) · Bonus ($)(1) · Stock Awards ($)(2) · Option Awards ($)(3) · All Other Compensation ($) · Total ($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| Garry D. Kleer | 2025 | $505,385 | $150,000 | $662,189 | $— | $91,815 | (4) | $1,409,388 |
| Chairman, President, and CEO of the Company; Chairman and CEO of First Bank Richmond | 2024 | 490,385 | 145,350 | — | — | 92,595 | 728,330 | |
| Paul J. Witte | 2025 | 255,192 | 40,350 | 106,251 | 7,308 | 32,261 | (5) | 441,362 |
| President and Chief Operating Officer of First Bank Richmond | 2024 | 242,308 | 30,350 | — | — | 30,661 | 303,319 | |
| Bradley M. Glover | 2025 | 185,385 | 45,350 | 323,273 | 66,546 | 31,536 | (6) | 652,090 |
| Sr. Vice President and Chief Financial Officer of the Company and the Bank | ||||||||
(1) Amounts in this column represent a discretionary bonus.
(2)Represents the grant date fair value, under FASB ASC Topic 718, of 51,253 shares of Company common stock granted to Mr. Kleer on November 20, 2025, and 7,947 shares and 24,179 shares of Company common stock granted to Messrs. Witte and Glover, respectively, on July 15, 2025. The shares vest in five equal annual installments commencing on June 30, 2026. For additional information, see “- Outstanding Equity Awards at December 31, 2025” below.
(3) Reflects the value of stock options to purchase 2,520 shares and 22,947 shares of Company common stock granted to Messrs. Witte and Glover, respectively on July 15, 2025. The amounts in this column are calculated using the grant date fair values of the awards under FASB ASC Topic 718, based on the fair value of the stock option awards, as estimated using the Black-Scholes option-pricing model. The assumptions used in the calculation of these amounts are included in Note 16 of the Notes to Consolidated Financial Statements contained in Part II, Item 8. of this Form 10-K. For additional information, see “Outstanding Equity Awards at December 31, 2025” below.
(4)Includes $38,500 paid to Mr. Kleer for his service as a director on the boards of directors of First Bank Richmond and Richmond Mutual Bancorporation; $5,000 paid to Mr. Kleer for his service as an advisory director on the Mutual Federal advisory board; $12,882 in dividends paid on restricted shares of Company common stock; $9,315 in 401(k) plan matching contributions; and $26,118 in common stock allocations to Mr. Kleer under the ESOP.
(5) Includes $4,007 in dividends paid on restricted shares of Company common stock; $6,231 in 401(k) plan matching contributions; and $22,022 in common stock allocations to Mr. Witte under the ESOP.
(6) Includes $7,903 in dividends paid on restricted shares of the company common stock, $6,472 in 401(k) plan matching contributions and $17,161 in common stock allocations to Mr. Glover under the ESOP.
Outstanding Equity Awards at December 31, 2025. The following table sets forth information concerning stock options and restricted stock held at December 31, 2025 for each named executive officer.
| Options Awards · Stock Awards | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Name · Number of Securities Underlying Unexercised Options · Option Exercise Price · Option Expiration Date · Number of Shares or Units of Stock That Have Not Vested(1) · Market Value of Shares or Units of Stock That Have Not Vested(2) | |||||||||||
| Exercisable · Unexercisable(1) | |||||||||||
| Garry D. Kleer | 216,426 | — | $10.53 | 10/1/2030 | 51,253 | $719,592 | |||||
| Paul J. Witte | 67,633 | $10.53 | 10/1/2030 | 7,947 | $111,576 | ||||||
| 2,520 | $13.37 | 7/15/2035 | |||||||||
| Bradley M. Glover | 27,053 | $10.53 | 10/1/2030 | 24,179 | $339,473 | ||||||
| 22,947 | $13.37 | 7/15/2035 | |||||||||
(1) Awards vest in five equal annual installments commencing on June 30, 2026.
(2) Value is based on the $14.04 closing price of a share of Richmond Mutual Bancorporation common stock on December 31, 2025, the last trading day of the fiscal year.
Nonqualified Deferred Compensation Plan. In April 2019, Richmond Mutual Bancorporation and First Bank Richmond (the "Employers") entered into a Nonqualified Deferred Compensation Plan (the "SERP") with Garry Kleer, their Chairman, President and Chief Executive Officer, in order to provide Mr. Kleer with supplemental retirement benefits. The SERP provides for the following: (i) a normal retirement benefit of $200,000 per year for a period of 15 years, payable in annual installments, if Mr. Kleer has a separation from service on or after age 68 other than for cause or death, (ii) an early termination benefit equal to the normal retirement benefit if he has a separation from service prior to age 68 other than for cause or death, with such benefit to commence after he reaches age 68, (iii) a lump sum death benefit equal to the amount of the SERP benefit accrued at the time of death under generally accepted accounting principles if Mr. Kleer dies while still employed and prior to a change in control or disability, (iv) a lump sum death benefit equal to the present value of any remaining installments if Mr. Kleer dies after an event triggering installment payments but prior to receiving all installment payments owed, (v) a lump sum disability benefit equal to the amount of the SERP benefit accrued at the time of disability under generally accepted accounting principles if Mr. Kleer becomes disabled while still employed, and (vi) a lump sum change in control benefit equal to the present value of his normal retirement benefit if a change in control (as defined in the SERP) occurs while Mr. Kleer is still employed and prior to any disability. In the event Mr. Kleer's employment is terminated for cause (as defined in the SERP), he will forfeit any and all benefits to which he would otherwise be entitled to receive under the SERP. The SERP constitutes an unfunded, unsecured promise by the Employers to make payments to Mr. Kleer or his beneficiary in the future.
Director Compensation
Our directors receive compensation for their service on the Boards of the Company and First Bank Richmond. The following table provides compensation information for each member of our Board of Directors during the year ended December 31, 2025, except for Mr. Kleer, our Chairman, President and Chief Executive Officer of the Company, whose compensation is presented in the Summary Compensation table under the caption "Executive Compensation" below.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($)(3) | Total ($) |
|---|---|---|---|---|---|
| E. Michael Blum | $44,950 | $— | $— | $1,055 | $46,005 |
| Harold T. Hanley, III | 47,950 | — | — | 1,055 | 49,005 |
| Jeffrey A. Jackson | 43,700 | — | — | 1,055 | 44,755 |
| Kathryn Girten | 46,950 | — | — | 1,055 | 48,005 |
| M. Lynn Wetzel | 45,200 | — | — | 1,055 | 46,255 |
(1) No non-employee director held any restricted shares of common stock as of December 31, 2025.
(2) As of December 31, 2025, each director named in the table held stock options to purchase 40,580 shares of common stock, except for Mr. Blum, who held stock options to purchase 36,580 shares of common stock. All such stock options were fully vested and exercisable as of December 31, 2025.
(3) Represents dividends paid during 2025 to directors on unvested restricted shares of Company common stock held by them during the year.
In setting their compensation, our Board of Directors considers the significant amount of time and level of skill required for director service. During 2025, directors of Richmond Mutual Bancorporation received an annual retainer of $12,000 for service on the Richmond Mutual Bancorporation Board, with no additional fees paid for attendance at any Board or committee meetings. During 2025, directors of First Bank Richmond received an annual retainer of $14,500 for service on the First Bank Richmond Board and $1,000 for each Board meeting attended. In addition, each non-employee director of First Bank Richmond received $250 for every committee meeting attended and $300 per meeting for service as Committee Chair. The fees earned by our CEO for service on these boards are included in the Summary Compensation Table above, while the fees earned by non-employee directors are reflected in the table above under "Director Compensation."
Directors have the option to enroll in First Bank Richmond’s health insurance coverage on the same terms and conditions that are available generally to all eligible employees and are provided or reimbursed for travel and lodging and other customary out-of-pocket expenses incurred in attending industry conferences and continuing education seminars.
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