Retirement Plan – The Riverview Bancorp, Inc. Employees’ Savings and Profit Sharing Plan (the “Plan”) is a defined contribution profit-sharing plan incorporating the provisions of Section 401(k) of the Internal Revenue Code. Company expenses related to the Plan for the years ended March 31, 2024, 2023 and 2022 were $509,000, $519,000 and $529,000, respectively.

Directors’ and Executive Officers’ Deferred Compensation Plan (“Deferred Compensation Plan”) – The Deferred Compensation Plan is a nonqualified deferred compensation plan. Directors may elect to defer their monthly directors’ fees until retirement with no income tax payable by the director until retirement benefits are received. The President, and Executive and Senior Vice Presidents of the Company may also defer salary into the Deferred Compensation Plan. The Company accrues annual interest on the unfunded liability under the Deferred Compensation Plan based upon a formula relating to gross revenues, which was 3.33%, 2.98% and 2.97% for the years ended March 31, 2024, 2023 and 2022, respectively. The estimated liability under the Deferred Compensation Plan is accrued as earned by the participants. At March 31, 2024 and 2023, the Company’s aggregate liability under the Deferred Compensation Plan was $70,000 and $326,000, respectively, which is recorded in accrued expenses and other liabilities in the accompanying consolidated balance sheets.

Stock Option Plans – In July 2003, shareholders of the Company approved the adoption of the 2003 Stock Option Plan (“2003 Plan”). The 2003 Plan was effective in July 2003 and expired in July 2013. Accordingly, no further option awards may be granted under the 2003 Plan; however, any awards granted prior to their respective expiration dates remain outstanding subject to their terms. Each option granted under the 2003 Plan has an exercise price equal to the fair market value of the Company’s common stock on the date of the grant, a maximum term of ten years and a vesting period from zero to five years.

In July 2017, the shareholders of the Company approved the Riverview Bancorp, Inc. 2017 Equity Incentive Plan (“2017 Plan”). The 2017 Plan provides for the grant of incentive stock options, non-qualified stock options, restricted stock and restricted stock units. The Company has reserved 1,800,000 shares of its common stock for issuance under the 2017 Plan. The 2003 Plan and the 2017 Plan are collectively referred to as “the Stock Option Plans.”

The fair value of each stock option granted is estimated on the date of grant using the Black-Scholes stock option valuation model. The fair value of all awards is amortized on a straight-line basis over the requisite service periods, which are generally the vesting periods. The expected life of options granted represents the period of time that they are expected to be outstanding. The expected life is determined based on historical experience with similar options, giving consideration to the contractual terms and vesting schedules. Expected volatility is estimated at the date of grant based on the historical volatility of the Company’s common stock. Expected dividends are based on dividend trends and the market value of the Company’s common stock at the time of grant. The risk-free interest rate for periods within the contractual life of the options is based on the U.S. Treasury yield curve in effect at the time of the grant. There were no stock options granted during the years ended March 31, 2024, 2023 and 2022 under the Stock Option Plans.

As of March 31, 2024, all outstanding stock options were fully vested and there was no remaining unrecognized compensation expense related to stock options granted under the Stock Option Plans. There was no stock-based compensation expense related to stock options for the years ended March 31, 2024, 2023 and 2022 under the Stock Option Plans.

The following table presents the activity related to stock options under the Stock Option Plans for the years indicated:


	Year Ended March 31,
	2024			2023			2022
		Weighted			Weighted			Weighted
		Average			Average			Average
	Number of	Exercise		Number of	Exercise		Number of	Exercise
	Shares	Price		Shares	Price		Shares	Price
Balance, beginning of period	14,310	$	2.78	17,332	$	2.78	23,332	$	2.78
Options exercised	(12,799)		2.78	(1,511)		2.78	(6,000)		2.78
Options expired	(1,511)		2.78	(1,511)		2.78	—		—
Balance, end of period	—	$	—	14,310	$	2.78	17,332	$	2.78

There were no stock options outstanding as of March 31, 2024. The following table presents information on stock options outstanding, less estimated forfeitures, as of March 31, 2023:


	March 31, 2023
Stock options fully vested and expected to vest:
Number		14,310
Weighted average exercise price	$	2.78
Aggregate intrinsic value ⁽¹⁾	$	37,000
Weighted average contractual term of options (years)		0.29
Stock options fully vested and currently exercisable:
Number		14,310
Weighted average exercise price	$	2.78
Aggregate intrinsic value ⁽¹⁾	$	37,000
Weighted average contractual term of options (years)		0.29

⁽¹⁾The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price) that would have been received by the option holders had all option holders exercised. This amount changes based on changes in the market value of the Company’s stock.

The total intrinsic value of stock options exercised was $28,000, $7,000 and $25,000 for the years ended March 31, 2024, 2023 and 2022, respectively.

The fair value of restricted stock awards is equal to the fair value of the Company’s stock on the date of grant. The related stock-based compensation expense is recorded over the requisite service period. Stock-based compensation related to restricted stock was $34,000, $390,000, and $319,000 for the years ended March 31, 2024, 2023, and 2022, respectively. The unrecognized stock-based compensation related to restricted stock was $245,000 and $440,000 at March 31, 2024 and 2023, respectively. The weighted average vesting period for the restricted stock was 1.31 years and 1.12 years at March 31, 2024 and 2023, respectively.

The following table presents the activity related to restricted stock for the years ended March 31, 2024 and 2023:


	Time Based			Performance Based			Total
	Number	Weighted		Number	Weighted		Number	Weighted
	of	Average		of	Average		of	Average
	Unvested	Grant Date		Unvested	Grant Date		Unvested	Grant Date
Year Ended March 31, 2024	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Balance, beginning of period	29,977	$	6.14	132,645	$	6.05	162,622	$	6.07
Granted	19,926		5.21	84,040		5.21	103,966		5.21
Forfeited	(19,006)		5.81	(99,514)		5.94	(118,520)		5.92
Vested	(15,118)		5.77	(53,774)		5.38	(68,892)		5.47
Balance, end of period	15,779	$	5.72	63,397	$	5.68	79,176	$	5.69


	Time Based			Performance Based			Total
	Number	Weighted		Number	Weighted		Number	Weighted
	of	Average		of	Average		of	Average
	Unvested	Grant Date		Unvested	Grant Date		Unvested	Grant Date
Year Ended March 31, 2023	Shares	Fair Value		Shares	Fair Value		Shares	Fair Value
Balance, beginning of period	26,855	$	6.02	121,492	$	5.70	148,347	$	5.76
Granted	15,571		6.30	56,125		6.30	71,696		6.30
Forfeited	—		—	(2,977)		7.56	(2,977)		7.56
Vested	(12,449)		6.07	(41,995)		5.26	(54,444)		5.45
Balance, end of period	29,977	$	6.14	132,645	$	6.05	162,622	$	6.07

Employee Stock Ownership Plan - The Company sponsors an ESOP that covers all employees with at least one year and 1,000 hours of service who are over the age of 21. For each of the years ended March 31, 2024, 2023 and 2022, the Bank purchased 25,000 shares of common stock, on the open market and contributed such shares to the ESOP as a discretionary employer contribution. As of March 31, 2024, 2023 and 2022, all shares of common stock purchased for the ESOP have been allocated to participant accounts. The Company recorded employee benefits expense of $150,000, $187,000 and $192,000 for these contributions for the years ended March 31, 2024, 2023 and 2022, respectively, which represented the fair value of the related common stock on the date it was acquired. Shares held by the ESOP at March 31, 2024 and 2023 totaled 380,955 and 368,194, respectively.