DEF: SB Financial Group Sets 2026 Annual Meeting Agenda

Sentiment:

Proxy Statement 6 March 2026 1:51 PM

📋All filings for Sb Financial Group, INC

SB Financial Group, Inc. announces its 2026 Annual Meeting of Shareholders to be held on April 22, 2026, to elect directors, ratify auditors, and vote on executive compensation.

Better than expectedReturn on Assets (ROAA) of 0.93% exceeded the target of 0.87% and was close to the maximum of 0.95%.Diluted EPS of $2.19 significantly exceeded the target of $1.86 and the maximum of $1.95.Efficiency Ratio of 71.33% was better than the target of 73.00% and very close to the maximum of 71.00%.Common Stock Price performance of 196% relative to the KBW NASDAQ Regional Bank Index (KRX) substantially surpassed the maximum target of 125%.Return on Tangible Common Equity of 13.22% exceeded the target of 11.50% and the maximum of 13%.

Summary

The 2026 Annual Meeting of Shareholders will be held on Wednesday, April 22, 2026, at 10:30 a.m. Eastern Daylight Saving Time, in a hybrid format (virtually and in-person).
Shareholders will vote on the election of three directors for three-year terms, the ratification of Forvis Mazars, LLP as the independent registered public accounting firm for fiscal year 2026, and a non-binding advisory resolution to approve named executive officer compensation.
The Board of Directors recommends voting FOR the election of all director nominees and FOR Proposals 2 and 3.
The record date for shareholders entitled to vote at the Annual Meeting is February 23, 2026, with 6,302,455 Common Shares outstanding.
Executive compensation for 2025 included a total of $1,040,425 for CEO Mark A. Klein, $530,387 for CFO Anthony V. Cosentino, and $488,476 for CTIO Ernesto Gaytan.
Key performance metrics for 2025 included a Return on Assets (ROAA) of 0.93%, Diluted EPS of $2.19, an Efficiency Ratio of 71.33%, and Common Stock Price performance of 196% relative to the KBW NASDAQ Regional Bank Index (KRX).

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong performance report, with key financial metrics exceeding targets and significant outperformance against the regional bank index, despite a noted lack of alignment between compensation and TSR due to broader market weakness.

Positives

Strong financial performance in 2025, with Return on Assets (ROAA) at 0.93%, exceeding the target of 0.87% and close to the maximum of 0.95%.
Diluted EPS for 2025 was $2.19, significantly surpassing the target of $1.86 and the maximum of $1.95.
The Efficiency Ratio of 71.33% in 2025 was better than the target of 73.00% and nearly met the maximum goal of 71.00%.
Common Stock Price performance in 2025 was 196% relative to the KBW NASDAQ Regional Bank Index (KRX), substantially exceeding the maximum target of 125%.
Return on Tangible Common Equity for 2025 was 13.22%, exceeding both the target of 11.50% and the maximum of 13%.
The executive compensation program has received consistent and significant shareholder approval, with 91.74% of votes in favor of the say-on-pay proposal at the 2025 Annual Meeting.
The company maintains robust corporate governance with a majority of independent directors and a Lead Independent Director, ensuring strong oversight.
All executive officers and directors are currently in compliance with the company's stock ownership guidelines, aligning their interests with shareholders.

Negatives

The alignment of compensation actually paid to the CEO and other named executive officers with the company's cumulative Total Shareholder Return (TSR) was not directionally aligned between 2024 and 2025, attributed to general weakness in regional bank stocks.
The company's three-year average equity grants (as a percent of salary) were below the peer group's 25th percentile, although 2025 grant levels were increased by 25% to improve alignment.

Risks

The Compensation Committee periodically reviews enterprise risks to ensure that compensation programs do not encourage excessive risk-taking.
The Risk Management Committee oversees various forms of risk, including credit, market, liquidity, interest rate, compliance and legal, operational, IT operational (including cyber-security and third-party vendor risks), strategic, and reputational risks.
There is a risk of material non-compliance with financial reporting requirements under U.S. federal securities laws, which would trigger the Clawback Policy for erroneously awarded incentive compensation in the event of an accounting restatement.

Future Outlook

The company intends to conduct periodic independent reviews of its compensation programs to ensure their appropriateness. The Board and Compensation Committee expect to consider the outcome of the advisory vote on executive compensation when determining future compensation arrangements. The 2027 annual meeting is currently scheduled for April 21, 2027.

Management Comments

The Board of Directors recommends that shareholders vote FOR the election of the nominees listed in the proxy statement and FOR Proposals 2 and 3.
The company believes its compensation levels and structure, along with its culture and intangibles, reduce the need for employment agreements with executive officers other than the President and CEO.
The Compensation Committee and the Board of Directors believe the executive compensation has been appropriately tailored to business strategies, aligns pay with performance, and reflects best practices.
We feel it is important that our executive officers and directors obtain and maintain stock ownership in the company they are leading.

Industry Context

StockSavvy.ai notes that the company's strong financial performance metrics in 2025, particularly its Return on Assets, Diluted EPS, and Efficiency Ratio, demonstrate effective management within the regional banking sector. The significant outperformance of its common stock price relative to the KBW NASDAQ Regional Bank Index (KRX) suggests resilience and potentially superior operational execution compared to broader industry trends, especially given the 'general weakness in regional bank stocks' mentioned in the filing for 2024-2025. This indicates the company may be navigating a challenging environment more effectively than many peers.

Comparison to Industry Standards

Executive base salaries are generally within or below the competitive range of +/-15% compared to a peer group of 20 publicly traded bank holding companies with assets between $1.0 billion and $3.5 billion, located in Indiana, Michigan, Ohio, Pennsylvania, and Wisconsin.
The peer group's median asset size ($1.7 billion as of 2024Y) is slightly larger than the company's $1.5 billion, intentionally accounting for nearly $3.6 billion in off-balance sheet assets (wealth management and real estate mortgage servicing).
The company's three-year average equity grants (as a percent of salary) were below the peer group's 25th percentile, though 2025 grant levels were increased by 25% to better align with peer incentives.
Direct compensation for executives was generally near median levels of the peer group.
Executive benefits and perquisites are competitive when compared to the peer group and broader industry standards.
Director compensation is competitive versus the market, positioned above the 50th percentile of the peer group.
The company's Common Stock Price performance of 196% relative to the KBW NASDAQ Regional Bank Index (KRX) for 2025 significantly exceeded the maximum target of 125%, indicating strong relative market performance.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Director	Rita A. Kissner	NA	December 17, 2025	Retired after more than 21 years of service; named Director Emeritus.
Director	NA	Sue A. Strausbaugh	December 17, 2025	Appointed to the Company and State Bank Boards.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Composition	The Board has affirmatively determined that a majority of its directors are independent, with Mark A. Klein being the only non-independent director due to his executive officer role.	NA	Ensures strong independent oversight and adherence to NASDAQ Marketplace Rules.
Director Qualifications Policy	The Governance and Nominating Committee has a written policy requiring nominees to possess personal integrity, ethical character, demonstrated achievement, sound judgment, and a general appreciation of issues facing public companies. It also seeks to promote diversity in professional background, experience, expertise, perspective, age, gender, ethnicity, and country of citizenship.	NA	Aims to ensure a highly qualified and diverse board capable of effective oversight and strategic guidance.
Board Leadership Structure	The roles of Chief Executive Officer and Chairman are combined, held by Mark A. Klein, with Richard L. Hardgrove serving as Lead Independent Director. The Board believes this structure is appropriate given the composition of independent directors and regular executive sessions.	April 2015	Provides unified leadership while maintaining independent oversight through the Lead Independent Director and independent board majority.
Risk Oversight Delegation	Several oversight functions are delegated to Board committees (Audit, Risk Management, Compensation) which regularly report to the full Board on their respective oversight activities.	NA	Enhances comprehensive risk management by distributing oversight responsibilities across specialized committees.
Clawback Policy	The Compensation Committee and Board adopted a formal Clawback Policy in 2024, complying with Section 10D of the Exchange Act and Nasdaq Rule 5608, allowing recovery of erroneously awarded incentive compensation in the event of an accounting restatement.	2024	Strengthens accountability and protects shareholder interests by ensuring executive compensation is tied to accurate financial reporting.
Stock Ownership Guidelines	Executive officers and directors are required to own a minimum of 10,000 Common Shares within five years of appointment or election. All are currently in compliance.	NA	Aligns the interests of management and directors with those of shareholders by promoting significant equity ownership.
Insider Trading Policy	The company has adopted insider trading policies and procedures, including a pre-clearance process, prohibiting trading on material nonpublic information and restricting transactions to open-window periods for directors and executive officers.	NA	Promotes compliance with insider trading laws and maintains market integrity.
Anti-Hedging Policy	The Insider Trading Policy prohibits directors, officers, and employees from engaging in certain hedging transactions related to company securities, such as purchasing on margin, buying/selling puts/calls, and short-term trading.	NA	Prevents speculative trading that could undermine the alignment of interests between executives/directors and shareholders.

Related Party Transactions

Executive officers and directors of the Company and State Bank, along with their immediate families and affiliated entities, engaged in banking transactions (including loans and loan commitments) with State Bank in the ordinary course of business during 2024 and 2025.
These transactions were conducted on substantially the same terms, including interest rates and collateral, as those prevailing for comparable transactions with non-affiliated persons.
All such loans were performing in accordance with their original terms as of the proxy statement date and were subject to the company's written policies, procedures, standard underwriting criteria, Regulation O, and prior approval by the State Bank Board of Directors.

Stakeholder Impact

Shareholders: Directly impacted by voting on director elections, auditor ratification, and executive compensation. Benefit from strong financial performance and aligned executive incentives, protected by clawback policy and stock ownership guidelines.
Employees: Benefit from competitive compensation programs designed to attract and retain quality talent. All officers and employees performing services for the Company are employees of State Bank.
Customers: Benefit from sound operations, policies, and procedures, and a focus on technology vision for optimal banking solutions.
Directors/Executive Officers: Receive competitive compensation packages, including base salary, incentives, equity, and benefits. Subject to robust corporate governance policies, including stock ownership and insider trading rules.

Next Steps

Shareholders will vote on director elections, auditor ratification, and executive compensation at the Annual Meeting on April 22, 2026.
The Board and Compensation Committee will consider the outcome of the advisory vote on executive compensation when determining future arrangements.
The company intends to conduct periodic independent reviews of its compensation programs to ensure their appropriateness.
Shareholders can submit proposals for the 2027 Annual Meeting by November 6, 2026, for inclusion in proxy materials.
Shareholders intending to solicit proxies for director nominees for the 2027 annual meeting must provide notice by February 21, 2027.

Key Dates

Date	Description
August 5, 2025	Vesting date for 2025 director Restricted Shares.
December 17, 2025	Rita A. Kissner retired from the Board; Sue A. Strausbaugh appointed to the Company and State Bank Boards.
December 31, 2025	Fiscal year-end for financial statements, basis for outstanding equity awards and compensation calculations.
February 5, 2026	Restricted Shares granted to executive officers based on 2025 ROAA performance.
February 5, 2026	Vesting date for a portion of Mark A. Klein's, Anthony V. Cosentino's, and Ernesto Gaytan's Restricted Shares.
February 13, 2026	Schedule 13G/A filed by Manulife Investment Management LLC.
February 23, 2026	Record date for shareholders entitled to receive notice of, and to vote at, the Annual Meeting.
March 6, 2026	Proxy statement and related materials mailed to shareholders.
April 17, 2026	Deadline for voting by phone for shares held in a Plan.
April 21, 2026	Deadline for submitting proxy cards by mail and for voting via Internet or telephone for directly held shares.
April 22, 2026	Annual Meeting of Shareholders at 10:30 a.m. EDT.
February 5, 2027	Vesting date for a portion of Mark A. Klein's, Anthony V. Cosentino's, and Ernesto Gaytan's Restricted Shares.
February 21, 2027	Deadline for shareholders to provide notice of intent to solicit proxies for director nominees for the 2027 annual meeting under universal proxy rules.
April 21, 2027	Replay of the Annual Meeting webcast will be available until this date; currently scheduled date for the 2027 annual meeting.
February 5, 2028	Vesting date for a portion of Mark A. Klein's, Anthony V. Cosentino's, and Ernesto Gaytan's Restricted Shares.
February 5, 2029	Vesting date for a portion of Mark A. Klein's, Anthony V. Cosentino's, and Ernesto Gaytan's Restricted Shares.
September 30th of the year preceding the Annual Meeting	Deadline for shareholder recommendations for director candidates to the Governance and Nominating Committee.
February 1st immediately preceding the date of the annual meeting (or 60th day prior to first anniversary of most recent annual meeting)	Deadline for shareholder nominations for director election.
January 20, 2027	Deadline for shareholders to notify the Corporate Secretary of proposals for the 2027 Annual Meeting to be eligible for inclusion in proxy materials.

Recommendation

hold

This filing is a routine proxy statement for an annual meeting, detailing corporate governance, executive compensation, and director elections. While it highlights strong historical financial performance metrics for 2025, these are not new announcements. The company demonstrates sound governance and a commitment to aligning executive pay with performance. However, the noted lack of alignment between compensation and Total Shareholder Return (TSR) in 2024-2025 due to broader market weakness is a factor to monitor. There are no new material strategic developments or forward-looking financial forecasts that would warrant a change in investment posture based solely on this filing.

Keywords

SB Financial Group, SBFG, Proxy Statement, Annual Meeting, Director Election, Auditor Ratification, Executive Compensation, Corporate Governance, Financial Performance, Banking, Regional Bank, SEC Filing, Shareholder Vote, Restricted Shares, Compensation Committee, Audit Committee, Risk Management, Financial Metrics, Ohio, State Bank and Trust Company

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