Riverview Bancorp Inc

This advisory (non-binding) proposal asks shareholders to endorse the compensation paid to Riverview’s named executive officers as disclosed in the proxy materials. Management is presenting the vote pursuant to the Dodd-Frank Act requirement and customary corporate practice to obtain shareholder feedback on executive pay. The Board and the Compensation Committee argue that the compensation framework—composed of base salary, short-term incentive compensation tied to performance metrics, and long-term equity awards—aligns pay with company performance and is designed to attract, retain, and motivate senior leadership. The disclosure shows target incentive opportunities, equity vesting schedules, and the use of performance-based awards, including the forfeiture of performance shares when goals are not met, which management cites as evidence of pay-for-performance alignment. Notably, the CEO received a signing bonus upon hire and material equity awards that are subject to vesting; this context could influence shareholder views about one-time awards versus ongoing pay practices. Because the vote is advisory, a favorable outcome signals shareholder support and may validate the Compensation Committee’s approach; an adverse result would prompt the Board and committee to review and potentially adjust pay practices. Management recommends a FOR vote, citing reasonableness and alignment with long-term interests; they will consider the advisory outcome in future compensation decisions. The proposal does not change pay directly but is an important governance mechanism for investor oversight of executive compensation practices and for informing future board and committee actions.

This management proposal requests shareholder approval to adopt the Riverview Bancorp, Inc. 2026 Stock Purchase Plan and to authorize a reserve of 600,000 shares for issuance or purchase under the Plan. Management and the Compensation Committee propose the Plan to encourage broad-based employee ownership, align employee and shareholder interests, and support recruitment and retention by enabling eligible employees (and, under a Non-423 component, certain other participants) to acquire stock through payroll deductions or other permitted contributions. The Plan is structured with a Section 423 component intended to qualify as an employee stock purchase plan under the Internal Revenue Code—offering shares at 85% of the lesser of the offering or purchase date fair market value—and a Non-423 component to allow additional flexibility for participants or features that do not meet Section 423 requirements. The Board seeks shareholder approval both to satisfy Section 423 tax requirements and to meet Nasdaq or other legal rules that require shareholder consent; without approval the Plan cannot be implemented. The proposed share reserve (approximately 3.0% of outstanding shares as of the record date) represents the maximum potential dilution and is relatively modest for a broad-based employee purchase plan, but could still cause dilution depending on future offerings. The Administrator (Board or designated committee) retains significant discretion over offering terms, eligibility, contribution limits, and purchase dates, which provides flexibility but means shareholders will not vote on those operational specifics. Management recommends a FOR vote on the basis that the Plan further aligns employees with long-term shareholder interests and provides a tax-advantaged vehicle for employee ownership, while retaining governance controls and compliance mechanisms; shareholders should weigh these benefits against the potential dilution and the degree of discretion retained by the Administrator. Approval would activate a new compensation/retention tool and require ongoing governance oversight to ensure offerings, limits, and participant eligibility are implemented consistent with shareholder interests and regulatory requirements.