American River Bankshares (NASDAQ:AMRB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

American River Bankshares (NASDAQ:AMRB) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

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(e)(1) On December 19, 2018, the Board of Directors of the registrant, American River Bankshares, approved base salaries for the following executives, effective April 1, 2019: David Ritchie, Jr., Chief Executive Officer, $278,250, Mitchell Derenzo, Chief Financial Officer, $240,000; Kevin Bender, Chief Operating Officer, $240,000; Dennis Raymond, Jr., Chief Lending Officer, $225,000, Dan McGregor, Chief Credit Officer, $215,000.

(e)(3) On December 19, 2018, the Board of Directors of the registrant, American River Bankshares, approved the American River Bankshares Executive Annual Incentive Plan (the “Plan”). The Plan sets the performance metrics and the weightings for 2019 for the incentive compensation plan as follows:

The following weightings were assigned to the metrics for the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, and Chief Credit Officer:

Pretax/Pre Provision for Loan and Lease Losses 25.00 %
Net Income after Tax 25.00 %
ROE Relative to Internal Target 20.00 %
Credit Quality 15.00 %
Quality of Bank Performance 15.00 %

The minimum Funding Threshold remains Quality of Bank Performance. Attaining the minimum Funding Threshold is required to attain incentive compensation for any of the metrics.

The targeted incentive as a percent of salary for 2019 for the Chief Executive Officer is set at 50%, and for the Chief Financial Officer, Chief Operating Officer, Chief Lending Officer, and Chief Credit Officer is set at 30%.

The Pretax/Pre Provision for Loan and Lease Losses, Net Income after Tax, ROE Relative to Internal Target and Credit Quality metrics minimum are set at 80% of the target and results in incentive compensation equal to 50% of the available payout. The maximum for these metrics is set at 115% of the target and results in incentive compensation equal to 150% of the available payout for this metric. Results achieved between the minimum and maximum would result in a pro rata share of the incentive available.

The foregoing description is qualified by reference to the Plan attached as Exhibit 99.1

Item 9.01. Financial Statements and Exhibits

Not Applicable.

(b) Pro Forma Financial Information

Not Applicable.

(c) Shell Company Transactions

Not Applicable.

(99.1) American River Bankshares Executive Annual Incentive Plan.

AMERICAN RIVER BANKSHARES Exhibit
EX-99.1 2 exh_991.htm EXHIBIT 99.1 Exhibit 99.1 American River Bankshares   Executive Annual Incentive Plan Document     Establishment and Purpose of the Plan   The Executive Annual Incentive Plan for American River Bankshares (AMRB) is established as of January 1,…
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About American River Bankshares (NASDAQ:AMRB)

American River Bankshares is a bank holding company. The Company’s banking subsidiary is American River Bank (the Bank). The Bank’s primary business is serving the commercial banking needs of small to mid-sized businesses. The Bank accepts checking and savings deposits; offers money market deposit accounts and certificates of deposit; makes secured and unsecured commercial loans, secured real estate loans, and other installment and term loans, and offers other customary banking services. The Bank also conducts lease financing for various types of business equipment, from computer software to heavy earth-moving equipment. It serves various communities located in Sacramento, Placer, Yolo, El Dorado, Sonoma and Amador counties. It also serves Alameda, Contra Costa and Santa Clara Counties through loan production offices located in the Cities of San Jose and San Ramon. Its loans include real estate construction loans; lease financing receivable; agriculture loans, and consumer loans.

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