Richmond Mutual Bancorporation (RMBI) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2025, to address director elections, executive compensation, voting frequency on compensation, and auditor ratification.

• Shareholders will receive reports on 2024 financial and operating performance and are encouraged to vote by proxy in advance.

• Only shareholders of record as of March 24, 2025, are eligible to vote.

Voting matters and shareholder proposals

• Three directors are up for election: two for three-year terms, one for a one-year term.

• Advisory votes will be held on executive compensation and on the frequency of future such votes (recommended: every one year).

• Ratification of FORVIS, LLP as independent auditor for 2025 is proposed.

• Shareholders may submit proposals for the 2026 meeting by specified deadlines and procedures.

Board of directors and corporate governance

• The board consists of six members, divided into three classes, with staggered terms.

• Five directors are deemed independent under Nasdaq and SEC rules.

• The CEO and Chairman roles are combined, with a lead independent director designated.

• Board committees include Audit, Compensation, and Corporate Governance and Nominating, each with defined charters and independent membership.

• Directors are expected to attend annual meetings; all attended the previous year.