DEF 14A of Park National Corp /Oh/, Mar 10, 2025

DEF 14A of Park National Corp /Oh/

Filed Mar 10, 2025 · FY20240000805676-25-000017

Open on EDGAR

  1. To Be Held On Monday, April 28, 2025

    | DIRECTOR COMPENSATION | 89 | | Cash Compensation | 89 | | Annual Retainers Payable in Common Shares | 90 | | Other Compensation | 91 | | Split-Dollar Life Insurance Policies | 91 | | Change in Control Payments | 91 | | Director Compensation for the 2024 Fiscal Year | 91 | | RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal 3) | 93 | | Recommendation | 93 | | AUDIT COMMITTEE MATTERS | 94 | | Report of the Audit Committee for the Fiscal Year Ended December 31, 2024 | 94 | | Role of the Audit Committee, the Independent Registered Public Accounting Firm and Park’s Management | 94 | | Management’s Representations and Audit Committee Recommendation | 96 | | Pre-Approval of Services Performed by Independent Registered Public Accounting Firm | 96 | | Fees of Independent Registered Public Accounting Firm | 97 | | Audit Fees | 97 | | Audit-Related Fees | 97 | | Tax Fees | 97 | | All Other Fees | 97 | | ADOPTION OF AMENDMENT TO PARK’S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED PARK COMMON SHARES (Proposal 4) | 97 | | Recommendation | 98 | | SHAREHOLDER PROPOSALS FOR 2025 ANNUAL MEETING | 98 | | FUTURE ELECTRONIC ACCESS TO PROXY MATERIALS AND ANNUAL REPORTS | 99 | | OTHER MATTERS | 99 |

  2. ELECTION OF DIRECTORS (Proposal 1)

    ELECTION OF DIRECTORS (Proposal 1) As of the date of this proxy statement, there were 14 members of the Board of Directors; four directors in the class whose terms will expire at the Annual Meeting, five directors in the class whose terms will expire at the 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”) and five directors in the class whose terms will expire at the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”). On January 27, 2025, Mark R. Ramser, who currently serves in the class of Park directors whose terms are to expire at the 2025 Annual Meeting, notified Park that he has decided to retire as a Park director and, thus, will not stand for re-election to the Board of Directors at the Annual Meeting. His term as a director will expire immediately prior to the Annual Meeting. In addition, Mark R. Ramser will retire as a director of Park National Bank effective April 28, 2025, and will also retire as a member of the advisory board of the North Central Division of Park National Bank. As such, the full Board of Directors has fixed the number of directors in the class of Park directors to be elected at the 2025 Annual Meeting at three. Under Proposal 1, three directors will be elected at the Annual Meeting to hold office for a three-year term to expire at the 2028 Annual Meeting and until their respective successors are duly elected and qualified, or until their respective earlier resignation, removal from office or death. The nominees of the Board of Directors for election as a Park director at the Annual Meeting are identified below. Each nominee was unanimously recommended by the Nominating and Corporate Governance Committee (“Nominating Committee”). While it is contemplated that all nominees will stand for election at the Annual Meeting, if a nominee who would otherwise receive the required number of votes is unable to serve or for good cause will not serve as a candidate for election as a Park director, the individuals designated as proxy holders in the voting instructions or on the proxy card will have full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee designated by the Board of Directors following recommendation by the Nominating Committee. The Board of Directors knows of no reason why any of the nominees named below would be unable or unwilling to serve if elected as a Park director.

  3. Nominees for Election as Directors (Terms Expiring at the 2028 Annual Meeting)

    Nominees for Election as Directors (Terms Expiring at the 2028 Annual Meeting) The following information, as of the date of this proxy statement, concerning the age, principal occupation, other affiliations and business experience of each nominee for election as a Park director has been furnished to Park by each nominee. In addition, the following information provides the evaluation of the Nominating Committee and the Board of Directors regarding the key attributes, skills and qualifications possessed by each nominee. DONNA M. ALVARADO (age 76) has served as a Park director since April 2013 and as a member of the Board of Directors of Park National Bank since October 1991. Ms. Alvarado serves as Chair of the Nominating Committee and as a member of the Executive Committee of the Park Board of Directors. Ms. Alvarado has served as President of Aguila International, Granville, Ohio, an international business consulting firm that specializes in human resources and leadership development, since January 1994. She has served on the Board of Directors of CSX Corporation, a publicly-traded provider of rail and other transportation services, since December 2006. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Ms. Alvarado has developed through her more than 33 years of service as a director of Park and Park National Bank, combined with her understanding of government through her public sector experience, her experience as a public company director, her human resources and leadership development expertise and her civic and community involvement, allow her to provide a valued perspective on business, federal and state government regulatory oversight and corporate governance issues to the Board of Directors. The Nominating Committee and the Board of Directors have recommended that Ms. Alvarado be elected as a Park director. FREDERIC M. BERTLEY, Ph.D. (age 54) has served as a director of both Park and Park National Bank since September 2021. Dr. Bertley serves as a member of each of the Nominating Committee and the Risk Committee of the Park Board of Directors. Dr. Bertley has served as the President and Chief Executive Officer of the Center of Science and Industry (“COSI”) in Columbus, Ohio since January 2017. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Dr. Bertley has developed through his 24 years of medical training and research, his community leadership and his successful leadership of COSI through the COVID-19 pandemic allow him to provide invaluable perspective and insight to the Board of Directors. The Nominating Committee and the Board of Directors have recommended that Dr. Bertley be elected as a Park director. TIMOTHY S. McLAIN (age 63) has served as a Park director since January 2010, as a member of the Board of Directors of Park National Bank since January 2022 and as a member of the advisory board of directors of the Century National Bank Division (now the East Division) of Park National Bank since April 2007. Mr. McLain serves as a member of the Audit Committee of the Park Board of Directors. Since January 2023, Mr. McLain has served as a principal with Dark Horse CPAs, a firm which provides tax and accounting services. Prior thereto, Mr. McLain served as Vice President of McLain, Hill, Rugg & Associates, Inc., a firm which provides tax and accounting services, from December 1991 to December 2022. Mr. McLain has been a Certified Public Accountant since 1985. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. McLain has developed through more than 39 years as a Certified Public Accountant in public practice allow him to provide tax, accounting and financial expertise to the Board of Directors. The Nominating Committee and the Board of Directors have recommended that Mr. McClain be elected as a Park director.

  4. Recommendation

    Recommendation THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE PARK SHAREHOLDERS VOTE “FOR” THE ELECTION OF ALL OF THE NOMINEES NAMED ABOVE.

  5. Continuing Directors

    Continuing Directors The following information, as of the date of this proxy statement, concerning the age, principal occupation, other affiliations and business experience of each of the continuing directors of Park has been furnished to Park by each director. In addition, the following information provides the evaluation of the Nominating Committee and the Board of Directors regarding the key attributes, skills and qualifications possessed by each continuing director.

  6. Directors Continuing in Office (Terms to Expire at the 2026 Annual Meeting)

    Directors Continuing in Office (Terms to Expire at the 2026 Annual Meeting) D. BYRD MILLER III (age 66) has served as a director of both Park and Park National Bank since January 2022 and as a member of the advisory board of directors of the Carolina Alliance Bank Division (now part of the Carolina Division) of Park National Bank since April 2019. Mr. Miller serves as a member of each of the Audit Committee and Compensation Committee of the Park Board of Directors. Mr. Miller retired as the Managing Member, Chief Financial Officer and Treasurer of William Barnet & Son, LLC, a global synthetic fibers, yarns and polymers company, in September of 2022, after having served in those positions since February 1992. Since October 2022, Mr. Miller has provided consulting services to William Barnet & Son, LLC. Prior to his service with William Barnet & Son, LLC, Mr. Byrd served as a Senior Vice President at Bank of America from September 1981 to January 1992. Mr. Miller served on the Board of Directors of CAB Financial Corporation, the parent bank holding company of Carolina Alliance Bank, from 2007 until CAB Financial Corporation merged into Park on April 1, 2019. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. Miller has developed through his approximately ten years as a banker and his 32 years of financial management experience in a business that serves customers throughout the world allow him to provide simultaneously a local Carolinas and a world view to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. Miller should continue as a Park director. C. DANIEL DELAWDER (age 75) has served as a Park director since April 1994 and as a member of the Board of Directors of Park National Bank since April 1992. Mr. DeLawder serves as Chair of the Executive Committee of the Park Board of Directors. Mr. DeLawder retired as an executive officer of Park and Park National Bank, and as an employee of Park National Bank, on June 30, 2021. Mr. DeLawder served as Chairman of the Board of Park from January 2005 through April 2019, as Chief Executive Officer of Park from January 1999 through December 2013, and as President of Park from April 1994 through December 2004. Mr. DeLawder served as Chairman of the Board of Park National Bank from January 2005 through April 2019, as Chief Executive Officer of Park National Bank from January 1999 through December 2013, as President of Park National Bank from April 1993 through December 2004, and as Executive Vice President of Park National Bank from March 1992 to April 1993. Prior to the foregoing, Mr. DeLawder served in executive positions with the Fairfield National Bank Division of Park National Bank for seven years. Mr. DeLawder served as a director of the Federal Reserve Bank of Cleveland from 2007 to 2012, including as Chair of the Operations/Resources Committee from 2009 to 2012. Mr. DeLawder also served as a member of the Board of Trustees of Ohio University, Athens, Ohio, from 2000 to 2009, and for the last two of those years, as Chairman of the Board of Trustees. Mr. DeLawder also served on the Ohio University Capital Campaign Steering Committee from 2010 through 2015. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. DeLawder developed through more than 14 years as the Chief Executive Officer of Park and more than 50 years of service with Park and Park National Bank in various capacities, as well as his past service as a director of the Federal Reserve Bank of Cleveland and as a member of each of the Board of Trustees and the Capital Campaign Steering Committee of Ohio University, allow him to provide banking and general financial expertise and comprehensive knowledge regarding Park and the markets within which Park National Bank operates to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. DeLawder should continue as a Park director. MATTHEW R. MILLER (age 46) has served as a director of both Park and Park National Bank since May 2019. Mr. Miller serves as Secretary and a non-voting member of the Executive Committee of the Park Board of Directors. Mr. Miller has served as President of each of Park and Park National Bank since May 2019. Previously, Mr. Miller served as Executive Vice President of each of Park and Park National Bank from April 2017 through April 2019. Prior to that, Mr. Miller served as Chief Accounting Officer and principal accounting officer of Park and Senior Vice President and Chief Accounting Officer of Park National Bank from December 2012 through March 2017; and as Vice President of Accounting of Park National Bank from March 2009 to December 2012. Mr. Miller began his career in 2001 with the Deloitte accounting firm, primarily serving clients in the financial services industry. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. Miller has developed in more than 16 years of service with Park and Park National Bank as well as his eight years in public accounting practice allow him to provide technical banking knowledge and accounting expertise to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. Miller should continue as a Park director. KAREN A. MORRISON (age 65) has served as a director of both Park and Park National Bank since July 1, 2024. Ms. Morrison serves as a member of the Risk Committee of the Park Board of Directors. Ms. Morrison has served as the Senior Vice President, External Affairs of OhioHealth Corporation, Columbus, Ohio, since 2008. She also served as the Interim Chief Ethics and Compliance Officer of OhioHealth Corporation from March 2021 to March 2022. Currently, Ms. Morrison is also the President of OhioHealth Foundation, located in Columbus, Ohio, a position she has held since 2008. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Ms. Morrison has developed through her 16 years of executive leadership at a large health care company allows her to provide strategic expertise to the Board of Directors. The Nominating Committee and the Board of Directors believe that Ms. Morrison should continue as a Park director. ROBERT E. O’NEILL (age 62) has served as a Park director since April 2013 and as a member of the Board of Directors of Park National Bank since December 2004. Mr. O’Neill serves as a member of each of the Audit Committee, Compensation Committee, the Executive Committee and the Nominating Committee of the Park Board of Directors. Mr. O’Neill has served as President and a director of Southgate Corporation, Newark, Ohio, a real estate development and management company, since April 2002. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. O’Neill has developed through his years of service as a director of each of Park and Park National Bank, together with more than 36 years of experience in developing and managing industrial, commercial and multi-family real estate in Central Ohio, allow him to provide development and management expertise to the Board of Directors in connection with the loan activities of Park National Bank. The Nominating Committee and the Board of Directors believe that Mr. O’Neill should continue as a Park director.

  7. Directors Continuing in Office (Terms to Expire at the 2027 Annual Meeting)

    Directors Continuing in Office (Terms to Expire at the 2027 Annual Meeting) F. WILLIAM ENGLEFIELD IV (age 70) has served as a Park director since February 2005 and as a member of the Board of Directors of Park National Bank since April 1993. Mr. Englefield serves as Chair of the Compensation Committee and as a member of the Executive Committee of the Park Board of Directors. Mr. Englefield has served as President of Englefield, Inc., Heath, Ohio, a company engaged in the sale of petroleum products (at retail and wholesale) and convenience stores and restaurants, since January 1989. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. Englefield has developed through more than 36 years of leading a growing privately-held business, with responsibility for all segments of company operations including management and financial areas, allow him to provide an important retail perspective and demonstrated operational experience to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. Englefield should continue as a Park director. KELLY K. GRATZ (age 58) has served as a director of both Park and Park National Bank since July 1, 2024. Ms. Gratz serves as a member of each of the Audit Committee and the Risk Committee of the Park Board of Directors. Since 2018, Ms. Gratz has been the President and Chief Executive Officer of G2O, LLC, a customer experience consulting company headquartered in Dublin, Ohio. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Ms. Gratz has developed through her six years of experience in executive leadership and consulting allows her to provide technology and human capital expertise to the Board of Directors. The Nominating Committee and the Board of Directors believe that Ms. Gratz should continue as a Park director. JASON N. JUDD (age 48) has served as a director of both Park and Park National Bank since January 2019. Mr. Judd serves as Chair of each of the Audit Committee and Risk Committee of the Park Board of Directors. Mr. Judd has served as Executive Vice President and Chief Financial Officer of Safelite Group, Inc., an auto industry retailer and service provider, since November 2023. Prior to that, Mr. Judd had served as Senior Vice President, Chief Financial Officer and Treasurer of Express, Inc., a multichannel apparel and accessories brand, from April 2022 to November 2023. Prior thereto, Mr. Judd had served as Senior Vice President of Corporate Finance and Treasurer of Big Lots, Inc., a discount retailer, from October 2019 to April 2022. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. Judd has developed through more than 20 years serving in financial leadership roles for public companies, including his experience in customer engagement, customer analytics, productivity analysis, financial performance and risk management and his experience in capital markets and mergers and acquisitions allow him to provide a strong understanding of customer-focused financial performance and financial and risk management leadership to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. Judd should continue as a Park director. DAVID L. TRAUTMAN (age 63) has served as a Park director since January 2005 and as a member of the Board of Directors of Park National Bank since February 2002. Mr. Trautman serves as Vice Chair of the Executive Committee of the Park Board of Directors. Mr. Trautman has served as Chairman of the Board of Park since May 2019 and as Chief Executive Officer of Park since January 2014. He also served as President of Park from January 2005 through April 2019. Mr. Trautman has served as Chairman of the Board of Park National Bank since May 2019 and as Chief Executive Officer of Park National Bank since January 2014. He also served as President of Park National Bank from January 2005 through April 2019. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. Trautman has developed through more than 41 years of experience in banking, including most recently as Chairman of the Board and Chief Executive Officer of Park and Park National Bank, allow him to provide technical banking knowledge, community perspective and financial leadership to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. Trautman should continue as a Park director. LEON ZAZWORSKY (age 76) has served as a Park director since November 2003 and as a member of the Board of Directors of Park National Bank since December 1991. Mr. Zazworsky was appointed as the Lead Director of Park in January 2012. He serves as a member of each of the Executive Committee and the Nominating Committee of the Park Board of Directors. Mr. Zazworsky has served as President/Owner of Mid State Systems, Inc., Hebron, Ohio, a transportation and distribution company, since April 1979. Mr. Zazworsky has also served as President/Owner of Mid State Warehouses, Inc., Hebron, Ohio, a warehousing and distribution company, since November 1987. In addition, Mr. Zazworsky has served as President/Owner of Dalmatian Transportation, Ltd., Hebron, Ohio, a transportation company, since March 2006. The Nominating Committee and the Board of Directors believe that the attributes, skills and qualifications Mr. Zazworsky has developed through more than 44 years of successful private business ownership – managing people, budgets, sales and finances through varying economic conditions in a highly competitive and regulated industry – allow him to provide leadership experience and business expertise to the Board of Directors. The Nominating Committee and the Board of Directors believe that Mr. Zazworsky should continue as a Park director.

  8. Executive Summary

    Executive Summary The Compensation Committee determines the compensation of Park’s named executive officers (also known as the “NEOs”), consisting of the following individuals for the 2024 fiscal year: •David L. Trautman, Chairman of the Board and Chief Executive Officer (the “Chairman/CEO”) •Brady T. Burt, Chief Financial Officer, Secretary and Treasurer (the “CFO”) •Matthew R. Miller, President (the “President”) Performance Highlights Park continues to be a high performer and the results for the 2024 fiscal year continued the strong results achieved over the last few years. Park’s management believes that Park’s more mature markets in Ohio offer solid growth possibilities. They also believe the markets in North Carolina, South Carolina and Louisville, Kentucky offer higher growth potential in the future. Park experienced several items impacting comparability in 2023 and 2024. See the Form 8-K filed on January 27, 2025, and the supporting table called “Non-GAAP Reconciliations” as well as associated discussions of “Items Impacting Comparability of Period Results”. Park achieved the following reported results for the 2024 fiscal year and the 2023 fiscal year: •Net income increased by $24.7 million (from $126.7 million for the 2023 fiscal year to $151.4 million for the 2024 fiscal year). •Diluted earnings per common share for the 2024 fiscal year were $9.32 per share, compared to $7.80 per share for the 2023 fiscal year. •Return on average assets (“ROAA”) increased to 1.53% for the 2024 fiscal year from 1.27% for the 2023 fiscal year. •Return on average shareholders’ equity (“ROAE”) increased to 12.65% for the 2024 fiscal year from 11.55% for the 2023 fiscal year. •Return on average tangible equity (“ROATE”) increased to 14.65% for the 2024 fiscal year from 13.60% for the 2023 fiscal year. ROATE is calculated by dividing net income for the applicable year by average tangible equity (which excludes the impact of average goodwill and other intangible assets on average shareholders’ equity) during such year. Average goodwill and other intangible assets were $163.7 million for the 2024 fiscal year and $165.0 million for the 2023 fiscal year. •Efficiency ratio improved to 61.44% for the 2024 fiscal year compared to 65.87% for the 2023 fiscal year. •Pre-tax, pre-provision net income increased to $199.3 million for the 2024 fiscal year from $156.5 million for the 2023 fiscal year. For the purpose of calculating pre-tax, pre-provision net income, income taxes and the provision for credit losses are added back to net income. •Pre-tax, pre-provision for credit losses return on average tangible equity was 19.28% for the 2024 fiscal year compared to 16.79% for the 2023 fiscal year. For the purpose of calculating these ratios, pre-tax, pre-provision net income is divided by average tangible equity. •Pre-tax, pre-provision for credit losses return on average tangible assets was 2.05% for the 2024 fiscal year compared to 1.60% for the 2023 fiscal year. For the purpose of calculating these ratios, pre-tax, pre-provision net income is divided by average tangible assets. On a relative basis, Park’s results on a reported United States (“U.S.”) generally accepted accounting principles (“GAAP” or “U.S. GAAP”) basis continued to exceed the median of both the ROAE and the ROAA for the current Regional Compensation Peer Group (Park’s compensation peer group identified in the table on pages 49-50 of this proxy statement and used for comparison purposes). Park’s financial performance on a GAAP basis is compared to that of Park’s comparison peer group in the following table:

  9. Executive Summary

    | Reported U.S. GAAP Financial Performance | For the Year Ended December 31, 2024 | | | For the Year Ended December 31, 2023 | | | | | Park | Park’s Percentile Rank | Regional Compensation Peer Group Median | Park | Park’s Percentile Rank | Regional Compensation Peer Group Median | | ROAA | 1.53% | 100th | 1.07% | 1.27% | 55th | 1.12% | | ROAE | 12.65% | 95th | 9.68% | 11.55% | 60th | 10.17% | | Efficiency Ratio(1) | 61.44% | 35th | 58.44% | 65.87% | 10th | 56.24% | | TSR(2) for one-year period | 32.95% | 95th | 17.62% | (2.88)% | 45th | (0.45)% | | TSR(2) for three-year period | 38.32% | 95th | 15.26% | 41.90% | 60th | 34.97% | | TSR(2) for five-year period | 101.89% | 100th | 17.36% | 91.20% | 100th | 26.60% |

  10. Executive Summary

    | Adjusted Core Results | For the Year Ended December 31, 2024 | | | For the Year Ended December 31, 2023 | | | | | Adjusted Park | Park’s Percentile Rank | Regional Compensation Peer Group Median | Adjusted Park | Park’s Percentile Rank | Regional Compensation Peer Group Median | | ROAA | 1.50% | 95th | 1.07% | 1.35% | 60th | 1.12% | | ROAE | 12.38% | 90th | 9.68% | 12.22% | 85th | 10.17% | | Efficiency Ratio(1) | 61.35% | 40th | 58.44% | 64.26% | 10th | 56.24% |

  11. Executive Summary

    ________________________________________________ (1)Lower is better. The efficiency ratio is calculated by dividing total other expense by the sum of fully taxable equivalent net interest income and other income, assuming a 21% corporate federal income tax rate. Compensation Program Highlights Park’s executive compensation program includes a number of features that we believe reflect best practices and promote the interests of Park shareholders: •100% performance-based long-term incentive awards: Park’s executive officers are granted 100% of their long-term incentive compensation as equity-based compensation in the form of performance-based restricted stock units (“PBRSUs”) which have historically been earned based on the cumulative ROAA for a three-fiscal-year performance period as compared to the cumulative ROAA results for the Industry Index of financial services holding companies in the U.S. with assets of $5 billion to $15 billion, excluding corporations classified for federal income tax purposes as “S corporations,” which are identified in Appendix A to this proxy statement (the “$5 Billion to $15 Billion Industry Index”). In addition, in order to earn any of the PBRSUs, Park’s consolidated net income for each fiscal year within the performance period must be equal to or greater than 110% of all cash dividends declared and paid during each applicable fiscal year. Additionally, PBRSUs have a more challenging payout curve than market practice as they do not provide for any payout below median relative performance and require 80th percentile relative performance to receive a maximum payout of 150% of target. •Significant vesting periods: PBRSUs earned based upon the financial results for the three-fiscal-year performance period, are subject to additional vesting requirements. One-half of the PBRSUs earned will vest on the date the Compensation Committee (or, when delegated such authority, the Executive Committee) certifies the results for the applicable performance period, with the remaining 50% of the earned PBRSUs vesting on the first anniversary of the certification date. •Additional holding requirements: Common shares received upon settlement of earned and vested PBRSUs cannot be sold, transferred, assigned or otherwise similarly disposed of for five years after the date they are delivered. In the case of death, disability, retirement or change in control, these additional holding requirements will not apply. •Limited executive benefits: NEOs receive the same fringe benefits as other employees, except that Park and Park National Bank have entered into supplemental executive retirement benefits agreements (“SERP Agreements”) with each of the NEOs which are intended to provide total retirement benefits (in terms of income replacement) comparable to those available to other employees in the Park organization with similar years of service. •No employment agreements: Park does not offer employment contracts, specific change-in-control agreements or termination benefits to the NEOs, in contrast to practices which are fairly common among other financial services holding companies of Park’s asset size. The impact of the termination of an NEO’s employment and the impact of a change in control upon the PBRSUs held by the NEO are described in the footnotes to the table included in the section captioned “Grants of Plan-Based Awards.” •Strong shareholder support: At the 2024 Annual Meeting, the Park shareholders approved Park’s executive compensation program through the annual “say on pay” vote, with approximately 97.5% of the total votes cast (excluding abstentions) voting “FOR” approval. Elements of Compensation for the 2024 Fiscal Year Park’s compensation program for the 2024 fiscal year relied on the following elements: •Base salary, which rewards an NEO’s skills, competencies, experience and individual performance. Base salaries were set based on the NEOs’ duties and responsibilities, market pay levels and individual performance. •Annual incentive compensation awards for Mr. Trautman, Mr. Burt and Mr. Miller are based on a comparison of actual financial results to internal financial targets. Each of Mr. Trautman, Mr. Burt and Mr. Miller was provided a target annual incentive compensation opportunity for the 2024 fiscal year which could be earned based on Park’s performance against preset goals for diluted earnings per share (“EPS”), pre-tax, pre-provision for credit losses return on average tangible equity (“PTPP ROATE”), pre-tax pre-provision for credit losses return on average tangible assets, with average tangible assets excluding the impact of average goodwill and other intangible assets on average assets (“PTPP ROATA”) and efficiency ratio. The target level was deemed to be achieved at performance levels between 97.5% to 102.5% of budget/goal. Minimum and maximum levels of potential awards were available at 80% and 120%. respectively, of the internal target for each of the preset goals for the financial measures described in the preceding sentence. In addition, the Compensation Committee has the ability to modify the calculated payment by up to 25% (increase or decrease) on a discretionary basis using factors such as relative TSR and ROAA and ROAE financial performance versus the Regional Compensation Peer Group and other factors such as efficiency ratio improvement, loan growth and deposit growth. Further details on Park’s financial performance and the awards made are included in the annual incentive compensation section later in this discussion. •Long-term incentive awards in the form of PBRSUs which will vest based on Park’s cumulative ROAA for the three-fiscal-year performance period from January 1, 2024 through December 31, 2026, compared to the cumulative ROAA results of the $5 Billion to $15 Billion Industry Index for the same period. PBRSUs reward the NEOs for long-term financial results that are comparable to or better than those of other similarly-sized financial services holding companies, build ownership of Park common shares, strengthen alignment with the interests of Park shareholders and help retain key employees who are critical to Park’s long-term success. On January 18, 2024, the Compensation Committee granted awards of PBRSUs under the 2017 Employees LTIP to the NEOs with an effective date of January 25, 2024. The grant date target fair value of these PBRSU awards, which is based on achieving at least the 50th percentile of relative performance during the three-year performance period, was approximately 77%, 70% and 63%, respectively, of base salary for each of Mr. Trautman, Mr. Miller and Mr. Burt. The opportunities to earn the PBRSUs are conservative for Mr. Trautman as compared to the long-term incentive opportunities offered to CEOs of the financial services holding companies in the Regional Compensation Peer Group, while requiring above median relative performance to receive a payout. For Mr. Burt and Mr. Miller, PBRSUs are generally in line with similarly-situated executive officers of the financial services holding companies in the Regional Compensation Peer Group, while requiring above median relative performance to receive a payout. The following discussion summarizes the foregoing factors and examines: (i) Park’s compensation philosophy and objectives; (ii) the process used to set executive compensation for the 2024 fiscal year; (iii) the factors influencing compensation for the 2024 fiscal year; (iv) the elements of compensation awarded; and (v) other policies affecting Park’s executive compensation program.

  12. Process Used to Set Compensation for the 2024 Fiscal Year

    Process Used to Set Compensation for the 2024 Fiscal Year The following three groups worked together to establish Park’s compensation program for the 2024 fiscal year: •Compensation Committee •NEOs •Outside Advisors Role of Compensation Committee The Compensation Committee is responsible for overseeing Park’s current executive compensation program and approving any modifications to this program, subject to any required approval by the Park shareholders. The Compensation Committee may request information from senior leadership within the Park organization regarding Park’s performance, compensation practices and programs to assist the Compensation Committee in its deliberations. The Compensation Committee retains the right to hire outside advisors as needed to assist the Compensation Committee in reviewing and revising Park’s compensation programs. In addition, outside advisors may provide information regarding competitive compensation levels, practices and policies in light of current trends. The Compensation Committee annually assesses the performance of Park and the level of achievement of the Chairman/CEO relative to annual performance goals. Based on this evaluation, which includes input from the other members of the Board of Directors, the Compensation Committee determines the compensation of the Chairman/CEO for the year. The Compensation Committee also reviews the Chairman/CEO’s compensation recommendations for the President and the CFO and, seeks appropriate input from Park’s outside advisors and other members of senior leadership within the Park organization and approves final compensation levels for the President and the CFO. Neither the Compensation Committee nor Park has adopted a policy or practice regarding the timing of option grants because the Compensation Committee has not used this form of equity compensation in over 15 years, determining instead to use PBRSUs to incentive its executives. Role of NEOs Typically, the Chairman/CEO and the President participate in meetings of the Compensation Committee. They provide the Compensation Committee with information regarding Park’s financial performance. They also provide perspective regarding the NEO compensation recommendations made by outside advisors to the Compensation Committee. These individuals may also present alternatives to these compensation recommendations for the Compensation Committee’s consideration. However, the Compensation Committee is the ultimate decision-making body. The Chairman/CEO evaluates the annual performance of the President and the CFO, including their respective levels of achievement relative to annual performance goals. The goals focus, directly or indirectly, on the performance of Park and on shareholder value. Based on this evaluation, the Chairman/CEO recommends the compensation for each of the President and the CFO for consideration, input and approval by the Compensation Committee. The Compensation Committee authorizes the Chairman/CEO to establish the compensation for all other employees. Discussions regarding the NEOs’ compensation take place during executive sessions of the Compensation Committee, after the NEOs have left the meeting. Role of Outside Advisors The Compensation Committee considers input from outside compensation advisors as the Compensation Committee manages Park’s compensation programs. During the 2024 fiscal year, Meridian provided consulting advice which included: (i) assisting Park’s management and the Compensation Committee with the drafting of the Compensation Discussion and Analysis included in the proxy statement for the 2024 Annual Meeting; (ii) sharing general non-company-specific information with Park’s management regarding compensation issues, trends and regulatory and legislative updates related to executive compensation; and (iii) providing feedback to Park’s management and the Compensation Committee with respect to potential changes in the compensation program for Park’s executive officers and senior officers with Park’s subsidiaries. Meridian reports directly to the members of the Compensation Committee, who approve the work conducted by Meridian. The Compensation Committee’s outside compensation advisor interacted with senior leadership within the Park organization as needed to complete the work requested by the Compensation Committee. During the 2024 fiscal year, Meridian did not provide services to Park or any of Park’s subsidiaries other than those described above, supplementing the Compensation Committee’s governance of the executive compensation program. The Compensation Committee conducted an assessment to evaluate whether the work performed and to be performed by Meridian raises any conflicts of interest or compromises the independence of Meridian. Based upon this assessment, the Compensation Committee determined that no conflicts of interest exist and Meridian qualifies as independent for purposes of the applicable NYSE American and SEC rules. Periodically, the Compensation Committee asks its independent compensation advisor to review the financial services holding companies included in the Regional Compensation Peer Group and analyze Park’s compensation relative to the members of that peer group to establish reasonable and rational compensation levels. The Regional Compensation Peer Group used for purposes of determining the base salaries of the NEOs for the 2024 fiscal year, and the annual cash incentive compensation awards earned by the NEOs for performance during the 2024 fiscal year consisted of 20 regional financial services holding companies, all with assets between $6.4 billion and $18.0 billion at the time of selection (or approximately one-half to two times Park’s asset size). The median assets of the members of the Regional Compensation Peer Group generally reflect Park’s asset size, with Park’s asset size ranking at approximately the median of such Regional Compensation Peer Group. The table identifying the financial services holding companies included in the Regional Compensation Peer Group for purposes of compensation decisions for the 2024 fiscal year is included in the section captioned “Regional Compensation Peer Group.” In addition to Meridian, the Compensation Committee relies on legal advice from Park’s outside counsel, Vorys, Sater, Seymour and Pease LLP, whose attorneys participate in meetings of the Compensation Committee as requested. In connection with obtaining such legal advice, the Compensation Committee has taken into consideration those factors outlined in both SEC Rule 10C-1(b)(4)(i) through (vi) and Section 805(c)(4) of the NYSE American Rules. Park believes its approach to determining the compensation of its NEOs is both conservative and consistent with the practices for other financial services holding companies of Park’s asset size, reflects customary practices regarding the governance of executive compensation programs and supports the compensation program’s objectives of delivering compensation aligned with the interests of the Park shareholders. Moreover, the approach has been consistently applied for the past several years.

  13. Factors Influencing Compensation for the 2024 Fiscal Year

    Factors Influencing Compensation for the 2024 Fiscal Year The following factors influenced Park’s compensation program for the 2024 fiscal year: •The positive shareholders’ advisory vote at the 2024 Annual Meeting regarding management’s proposal for approval of the compensation of Park’s NEOs with over 97% support. •Park’s continued strong financial performance in the 2024 fiscal year, as shown in the section captioned “Executive Summary – Performance Highlights.” •Park’s performance in comparison to the financial services holding companies in the Regional Compensation Peer Group as shown in the section captioned “Executive Summary – Performance Highlights.” •Pay practices at the financial services holding companies in the Regional Compensation Peer Group. 2024 Shareholders’ Advisory Vote on Executive Compensation At the 2024 Annual Meeting, Park’s shareholders approved Park’s executive compensation, with approximately 97.5% of the total votes cast (excluding abstentions) in respect of the non-binding advisory vote on executive compensation, voting “FOR” approval. The result was similar to the results from the non-binding advisory vote by the Park shareholders on executive compensation held in 2023. As such, Park and the Compensation Committee viewed the results of this advisory vote as a continued indication that the Park shareholders generally support Park’s executive compensation program. While important, the vote was only one of several factors influencing Park’s executive compensation decisions and policies for the 2024 fiscal year.

  14. Regional Compensation Peer Group

    Regional Compensation Peer Group The financial services holding companies included in the Regional Compensation Peer Group for purposes of determining the base salaries of the NEOs for the 2024 fiscal year are identified in the table on the following page. At the time of selection, the financial services holding companies identified in the following table were the financial services holding companies with asset sizes that positioned Park at approximately the median:

  15. Regional Compensation Peer Group

    | Regional Compensation Peer Group for 2024 Compensation | | | 1st Source Corporation Community Bank System, Inc. Enterprise Financial Services Corp FB Financial Corporation First Bancorp (NC) First Busey Corporation First Commonwealth Financial Corporation First Financial Bancorp. First Merchants Corporation Horizon Bancorp, Inc. | Midland States Bancorp, Inc. NBT Bancorp Inc. Northwest Bancshares, Inc. Peoples Bancorp Inc. Premier Financial Corporation Republic Bancorp, Inc. S&T Bancorp, Inc. Stock Yards Bancorp, Inc. Tompkins Financial Corporation WesBanco, Inc. |

  16. Regional Compensation Peer Group

    The Regional Compensation Peer Group used for determining salaries for the 2025 fiscal year, annual incentive compensation for the 2024 fiscal year (to be paid in 2025) and LTIP awards for the 2024 fiscal year that were granted in 2025 was slightly modified from the peer group above. The Committee removed Premier Financial Corporation and WesBanco, Inc. due to pending acquisitions and added German American Bancorp and Lakeland Financial Corporation as replacements.

  17. 2024 Fiscal Year Compensation Programs and Decisions

    2024 Fiscal Year Compensation Programs and Decisions Base salary comprised approximately 42%, 47% and 45% of the total direct compensation (the total of base salary, target annual incentive compensation and target long-term incentive for the 2024 fiscal year for Mr. Trautman, Mr. Burt, and Mr. Miller, respectively. Total incentive opportunities (annual incentive compensation and the estimated grant date fair value of the target PBRSU awards) were as follows: •Target annual incentive compensation opportunities were approximately 25% of total direct compensation for Mr. Trautman and 24% of total compensation for Mr. Burt and 23% for Mr. Miller. •Target 2024 PBRSU awards (to be awarded in January 2025) are approximately 32% of total direct compensation for Mr. Trautman and Mr. Miller, and approximately 29% for Mr. Burt. Base Salary Base salary is an annual part of an executive officer’s compensation. Park pays base salary to each NEO to recognize the skills, competencies, experience and individual performance such NEO brings to his role. As a result, annual changes in base salary result primarily from changes in the NEO’s responsibilities, market data for the role, an assessment of annual performance and Park’s financial ability to provide increases (if any) to the NEO. In determining base salaries for the NEOs for the 2024 fiscal year, the Compensation Committee and the Executive Committee of the Board of Directors considered the following factors: •Base salary levels of similarly-situated executive officers at financial services holding companies of similar asset size and the base salary increases of executive officers of those other financial services holding companies in general and the financial services holding companies in the Regional Compensation Peer Group in particular. •Total target cash compensation opportunities, inclusive of annual incentive targets, of similarly-situated executive officers at financial services holding companies of similar asset size in general and the financial services holding companies in the Regional Compensation Peer Group in particular. •The merit increase budget for other senior leadership and employees within the Park organization. •The Compensation Committee’s evaluation of the performance of the Chairman/CEO and the Chairman/CEO’s evaluation of the performance of the President and the CFO. •Park’s ROAE and ROAA for the 2023 fiscal year. •Based on a comparison of base salary as a percentage of total cash compensation for executive officers with similar duties at financial holding companies in the Regional Compensation Peer Group, the Compensation Committee made no changes to the base salaries of the NEO’s for the 2024 fiscal year. Annual Incentive Compensation Annual incentive compensation is an element of pay that is “at risk” and subject to achieving absolute and relative performance results. Park makes annual incentive compensation awards to motivate and reward achievement of annual financial objectives and individual goals. As a result, annual incentive compensation awards increase the focus of the NEOs and other key employees on specific short-term corporate financial goals. The Compensation Committee made annual incentive compensation awards for the 2024 fiscal year of $725,000 to Mr. Trautman, $322,000 to Mr. Burt and $443,000 to Mr. Miller, which will be paid in 2025. These awards were based on the following considerations: •Each of Mr. Trautman, Mr. Burt and Mr. Miller was provided a target annual incentive compensation opportunity for the 2024 fiscal year which could be earned based on Park’s performance against preset goals for diluted EPS, PTPP ROATE, PTPP ROATA and the efficiency ratio. Each goal (or “target”) was set with a target range of 97.5% to 102.5% of the board approved budget for 2024. Minimum and maximum levels of potential awards were available at 80.0% and 120.0%, respectively, of the internal target for each of the preset goals for the financial measures described in the preceding sentence. In addition, the Compensation Committee had the ability to modify the calculated payment by up to 25% (increase or decrease) on a discretionary basis using factors such as relative TSR and ROAA and ROAE financial performance versus the Regional Compensation Peer Group and other factors. •Each of the four preset financial metrics had a predefined weighting, each with a minimum, target range and maximum payout, with the maximum achievement resulting in 150% of target and the minimum level resulting in 50% of target. •The Compensation Committee considered the GAAP reported results for the year ended December 31, 2024. The data presented in the following table represents the actual reported results, which was determined by the Compensation Committee to be the most appropriate for determining annual incentive compensation for the 2024 fiscal year to be paid in 2025.

  18. 2024 Fiscal Year Compensation Programs and Decisions

    Long-Term Incentive Awards – 2021 PBRSUs Performance Vesting On March 21, 2024, with a grant certification date of March 31, 2024, the Executive Committee certified the performance level achieved and the resulting number of common shares underlying the PBRSUs earned with respect to the PBRSUs granted effective January 1, 2021, with a performance period from January 1, 2021 through December 31, 2023 (the “2021 PBRSUs”). The 2021 PBRSUs were earned based upon two performance criteria: (i) annual net income for each fiscal year within the performance period exceeding at least 110% of dividends paid in the applicable fiscal year; and (ii) relative ROAA performance as compared to the $3B - $10B Industry Index, which was presented in Appendix A to Park’s proxy statement for the 2024 Annual Meeting. Based on results through December 31, 2023, the Executive Committee certified that the annual net income for each fiscal year exceeded the 110% of dividends paid hurdle and that Park’s three-year ROAA performance was at the 84.33th percentile of the Proxy Peer Group. This performance resulted in 150% of the target PBRSUs being earned. Common shares underlying the earned PBRSUs vested 50% on the March 31, 2024 certification date and will vest 50% on the first anniversary of the March 31, 2024 certification date, with a five-year post-vesting holding requirement in each case.

  19. 2024 Fiscal Year Compensation Programs and Decisions

    Total Direct Compensation The table on the following page provides the total direct compensation actually received by each NEO during the 2024 fiscal year, the 2023 fiscal year and the 2022 fiscal year. Because the amounts in the table reflect what was received during each year rather than what was earned with respect to each year, the numbers reported in the table in respect of “Annual Incentive Compensation” for each year differ from those reported for each year in the “Annual Incentive Compensation” column of the “Summary Compensation Table for 2024.” The amounts shown in the table for “Long-Term Equity-Based Awards” reflects the grant date fair value of the PBRSUs at the expected award level as of grant date. See the “Stock Awards” column of the “Summary Compensation Table for 2024” for more information about the grant date fair values.

  20. 2024 Fiscal Year Compensation Programs and Decisions

    | | | Base Salary | | Annual Incentive Compensation | | Total Cash | | Long-Term Equity-Based Awards | | Total Direct Compensation | | | David L. Trautman | 2024 | $ | 750,000 | $ | 364,000 | $ | 1,114,000 | $ | 766,792 | $ | 1,880,792 | | | 2023 | $ | 750,000 | $ | 626,000 | $ | 1,376,000 | $ | 552,751 | $ | 1,928,751 | | | 2022 | $ | 750,000 | $ | 560,000 | $ | 1,310,000 | $ | 416,963 | $ | 1,726,963 | | Brady T. Burt | 2024 | $ | 400,000 | $ | 162,000 | $ | 562,000 | $ | 333,502 | $ | 895,502 | | | 2023 | $ | 400,000 | $ | 326,000 | $ | 726,000 | $ | 267,944 | $ | 993,944 | | | 2022 | $ | 400,000 | $ | 249,000 | $ | 649,000 | $ | 274,941 | $ | 923,941 | | Matthew R. Miller | 2024 | $ | 550,000 | $ | 223,000 | $ | 773,000 | $ | 513,471 | $ | 1,286,471 | | | 2023 | $ | 550,000 | $ | 398,000 | $ | 948,000 | $ | 380,368 | $ | 1,328,368 | | | 2022 | $ | 550,000 | $ | 342,000 | $ | 892,000 | $ | 311,357 | $ | 1,203,357 |

  21. 2024 Fiscal Year Compensation Programs and Decisions

    Other Benefits Park provides the NEOs with medical, dental, long-term disability and life insurance benefits under the same programs used to provide these benefits to all other employees of Park’s subsidiaries. NEO benefits are not tied to individual or corporate performance, which is the same approach used for other employees. Moreover, changes to the benefits provided to the NEOs reflect changes to the benefits provided to other employees. The NEOs are also eligible to participate in several retirement programs. These programs recognize contributions made by individuals over their respective careers and benefits normally are paid at retirement. As a result, they can serve as a tool in retaining the NEOs. •The NEOs participate in the Park Defined Benefit Pension Plan (the “Park Pension Plan”) on the same terms and conditions as other employees. The Park Pension Plan provides all participants, including the NEOs, a benefit based on the same formula of years of service and compensation, subject to limitations imposed by the Internal Revenue Code on the amount of annual compensation used to determine plan benefits and on the amount of plan benefits payable annually. The Park Pension Plan is discussed under the caption “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Park Pension Plan.” •The NEOs and other employees are eligible to participate in the Park KSOP. Under the Park KSOP, eligible employees can defer a portion of their cash compensation (base salary and bonus/annual incentive compensation) and receive matching contributions from Park. Park’s matching contributions in the 2024 fiscal year were 50% of the cash compensation contributed by an employee, up to the annual limits imposed under the Internal Revenue Code and U.S. Treasury regulations, in order to balance the cost of the Park KSOP with a desire to encourage employees to save for retirement. While Park’s contributions are made in the form of Park common shares to help build stock ownership, participants have the ability to diversify their accounts into other investments, including mutual funds. •NEOs receive the same fringe benefits as other employees, except that Park and Park National Bank have entered into SERP Agreements with the NEOs. Mr. Trautman is party to a SERP Agreement with Park effective as of February 18, 2008. A supplemental SERP Agreement was entered into between Mr. Trautman and Park National Bank effective as of June 15, 2015, which was intended to increase the aggregate amount of the “Full Benefit” payable under Mr. Trautman’s SERP Agreements to a level which would provide total retirement benefits more reflective of his then current income, but no greater than the benefits he would receive under Park’s retirement plans if the regulatory limits on benefits which may be received by highly-compensated individuals had not been in place. In addition, SERP Agreements were entered into, effective as of June 15, 2015, between Park National Bank and each of Mr. Burt and Mr. Miller, neither of whom had previously been party to a SERP Agreement. Finally, on January 27, 2020, a supplemental SERP Agreement was entered into between Park National Bank and Mr. Miller, which was intended to increase the aggregate amount of the “Full Benefit” payable under Mr. Miller’s SERP Agreements to a level which would provide total retirement benefits more reflective of his then current income, but no greater than the benefits he would receive under Park’s retirement plans if the regulatory limits on benefits which may be received by highly-compensated individuals had not been in place. The SERP Agreements are intended to provide total retirement benefits (in terms of income replacement) for the NEOs that are comparable to those available to other employees in the Park organization with similar years of service but who are not subject to regulatory limits on the benefits which they may receive under the Park Pension Plan and the Park KSOP. As a result, the SERP Agreements will not result in the NEOs receiving benefits in terms of income replacement that are greater than those they would have otherwise received under Park’s retirement plans if the regulatory limits on benefits had not been in place. Mr. Trautman, Mr. Burt and Mr. Miller will forfeit the benefits under their respective SERP Agreements if they terminate their employment with Park National Bank prior to age 62. These forfeiture provisions help enhance the retention and recruitment of highly-qualified senior leadership. The SERP Agreements have change in control provisions whereby if a defined change in control were to occur before Mr. Trautman, Mr. Burt or Mr. Miller terminates his employment with Park National Bank, he will become 100% vested and thus entitled to his Full Benefit under the relevant SERP Agreement(s) upon any subsequent termination of employment, other than for cause, prior to age 65. The SERP Agreements provide several important protections to Park. The affected NEO must repay any SERP benefits received and forfeit any right to future SERP benefits if, following the NEO’s termination of employment, Park or Park National Bank determines that “cause” existed to terminate the NEO prior to receipt of such benefits. An NEO also forfeits any SERP benefits if, within 12 months of the NEO’s separation from service, the NEO violates the non-competition and non-solicitation provisions of his SERP Agreement(s). The SERP Agreements are discussed more fully under the caption “Post-Employment Payments and Benefits – Pension and Supplemental Benefits – Supplemental Executive Retirement Benefits.” •Park National Bank has also entered into two forms of split-dollar agreements (“Split-Dollar Agreements”) with each of the NEOs. One form of Split-Dollar Agreement (the “Maximum Benefit Split-Dollar Agreement”) provides for the payment of benefits in an amount which is equal to the lesser of (i) a specified “Death Benefit” (the amount of which will be reduced if the NEO dies after he has terminated employment with Park National Bank) and (ii) 100% of the difference between the total death proceeds payable under the related life insurance policy(ies) and the cash surrender value of such life insurance policy(ies) at the time of the NEO’s death. Park National Bank will receive the balance of the death proceeds not paid to an NEO’s beneficiary(ies). The reduction in the amount payable under each Maximum Benefit Split-Dollar Agreement following the termination of an NEO’s employment reflects the fact that the life insurance policies related to the Maximum Benefit Split-Dollar Agreements also serve to fund the benefits paid under the SERP Agreements and the NEO will have received those SERP Agreement benefits after his termination of employment. The second form of Split-Dollar Agreement (the “Compensation-Based Split-Dollar Agreement”) provides for the payment of benefits in an amount which is based on each NEO’s annual total compensation (defined as annual base salary and annual cash bonus/incentive compensation paid) with the portion of the death proceeds payable under the related life insurance policy to be paid to the NEO’s beneficiary(ies) equal to approximately two times the NEO’s highest annual total compensation during any calendar year of his employment with Park National Bank.

  22. 2024 Fiscal Year Compensation Programs and Decisions

    Each NEO has the opportunity to designate one or more beneficiaries to receive his share of the death proceeds payable under the life insurance policies related to his Split-Dollar Agreements. The Split-Dollar Agreements remain in effect following each NEO’s termination of employment as long as he has reached age 62, has not been employed by another financial services firm and was not terminated for cause. Certain of the Split-Dollar Agreements include change in control provisions whereby the NEO’s beneficiary(ies) will receive the maximum amount of benefits payable upon the NEO’s death if the NEO terminates employment with Park National Bank within 12 months after a defined change in control even if he has not yet reached age 62. The Split-Dollar Agreements are discussed under the caption “Potential Payouts upon Termination of Employment or Change in Control – Split-Dollar Agreements.” Park has not historically entered into employment or specific change-in-control agreements with executive officers as part of Park’s compensation program. However, as previously noted, there are change in control provisions in the SERP Agreements, in the Split-Dollar Agreements and in the award agreements evidencing PBRSUs granted under the 2017 Employees LTIP.

  23. Other Compensation Policies

    | Individual or Group | Value of Common Share Holdings (12/31/2024) | 2024 Base Salary or Total Director Compensation | Value of Common Share Holdings / 2024 Base Salary or Total Director Compensation | Typical Practice for Individual(s) Holding Same Position | | David L. Trautman | $13,271,768 | $750,000 | 17.7x | 5 x Base Salary | | Brady T. Burt | $3,131,340 | $400,000 | 7.8x | 3 x Base Salary | | Matthew R. Miller | $2,319,276 | $550,000 | 4.2x | 3-4 x Base Salary | | Average for Non-Employee Directors(1) | $4,609,580 | $107,455 | 42.9x | 3 x Annual Retainer |

  24. Summary Compensation Table

    Summary Compensation Table The table on the following page summarizes the total compensation for each of the NEOs for each of the 2024 fiscal year, the fiscal year ended December 31, 2023 (the “2023 fiscal year”) and the fiscal year ended December 31, 2022 (the “2022 fiscal year”) in accordance with applicable SEC rules. Dollar amounts have been rounded up to the nearest whole dollar. Park has not entered into any employment agreements with any of the NEOs. No option awards were made to the NEOs for any of the fiscal years reported. In addition, no awards were made under any non-equity incentive plans (as defined in the applicable SEC rules) to the NEOs for any of the fiscal years reported.

  25. Summary Compensation Table for 2024

    Summary Compensation Table for 2024

  26. Summary Compensation Table for 2024

    | Name and Principal Position During 2024 Fiscal Year | Year | Salary ($) | | Annual Incentive Compensation ($)(1) | | Stock Awards ($)(2) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings($)(3) | | All Other Compensation ($) | | Total ($) | | | David L. Trautman | 2024 | $ | 750,000 | $ | 725,000 | $ | 766,792 | $ | 317,166 | $ | 102,111(4) | $ | 2,661,069 | | Chairman of the Board and Chief Executive Officer of Park and Park National Bank | 2023 | $ | 750,000 | $ | 364,000 | $ | 552,751 | $ | 422,037 | $ | 103,397 | $ | 2,192,185 | | | 2022 | $ | 750,000 | $ | 626,000 | $ | 416,963 | $ | 303,373 | $ | 84,712 | $ | 2,181,048 | | Brady T. Burt | 2024 | $ | 400,000 | $ | 322,000 | $ | 333,502 | $ | 65,558 | $ | 62,296(5) | $ | 1,183,356 | | Chief Financial Officer, Treasurer and Secretary of Park and Senior Vice President and Chief Financial Officer of Park National Bank | 2023 | $ | 400,000 | $ | 162,000 | $ | 267,944 | $ | 120,483 | $ | 62,485 | $ | 1,012,912 | | | 2022 | $ | 400,000 | $ | 326,000 | $ | 274,941 | $ | 59,088 | $ | 50,802 | $ | 1,110,831 | | Matthew R. Miller | 2024 | $ | 550,000 | $ | 443,000 | $ | 513,471 | $ | 57,403 | $ | 67,839(6) | $ | 1,631,713 | | President of Park and Park National Bank | 2023 | $ | 550,000 | $ | 223,000 | $ | 380,368 | $ | 97,073 | $ | 57,611 | $ | 1,308,052 | | | 2022 | $ | 550,000 | $ | 398,000 | $ | 311,357 | $ | 53,646 | $ | 44,474 | $ | 1,357,477 |

  27. Summary Compensation Table for 2024

    ________________________ (1) The amounts reported reflect the annual incentive compensation award earned by each of the NEOs as part of the annual incentive compensation program for each of the 2024 fiscal year, the 2023 fiscal year and the 2022 fiscal year. The annual incentive compensation awards for the 2024 fiscal year are discussed in more detail under the heading “Compensation Discussion and Analysis – 2024 Fiscal Year Compensation Programs and Decisions – Annual Incentive Compensation.” (2) The amounts reported at the expected award level as of the grant date. In each case, the amount reported excludes the impact of estimated forfeitures, as required by the applicable SEC rules. For the 2024 fiscal year: The grant date fair values of the PBRSUs at the target level were $575,094, $250,127 and $385,103 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. The grant date fair values of the PBRSUs at the maximum level were $862,641, $375,190 and $577,654 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. For the 2023 fiscal year: The grant date fair values of the PBRSUs at the target level were $414,564, $200,958 and $285,276 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. The grant date fair values of the PBRSUs at the maximum level were $621,845, $301,437 and $427,914 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. For the 2022 fiscal year: The grant date fair values of the PBRSUs at the target level were $312,722, $206,206 and $233,518 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. The grant date fair values of the PBRSUs at the maximum level were $469,084, $309,308 and $350,276 for Mr. Trautman, Mr. Burt and Mr. Miller, respectively. See the table included in the section captioned “Grants of Plan-Based Awards” for more information concerning the PBRSUs granted during the 2024 fiscal year. Also see “Note 1. Summary of Significant Accounting Policies – Share-Based Compensation” and “Note 19. Share-Based Compensation” of the Notes to Consolidated Financial Statements included under “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” in Park’s 2024 Form 10-K for the assumptions used and additional information regarding the PBRSU awards. (3) The amounts shown reflect the aggregate change, where such change reflects an increase, in the actuarial present value of the NEO’s accumulated benefits under the Park Pension Plan and, where applicable, the SERP (and each individual’s SERP Agreement(s) as in effect during the applicable fiscal year), determined using interest rate and mortality rate assumptions consistent with those used in Park’s consolidated financial statements. The benefits to be provided under the Park Pension Plan and the SERP (and the related SERP Agreements) are more fully described under the heading “Post-Employment Payments and Benefits.” (4) The amount shown reflects: •$9,660, representing the amount of the premiums deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during the 2024 fiscal year; •$11,500, representing the matching contribution to the Park KSOP on Mr. Trautman’s behalf to match his 2024 pre-tax elective deferral contributions; •$10,553, representing the amount of the premiums deemed to have been paid on behalf of Mr. Trautman for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during the 2024 fiscal year; and •$70,398, representing the amount of cash paid to Mr. Trautman with respect to the dividend equivalent rights which vested on March 31, 2024, as described more fully under the heading “Equity Awards Exercised and Vested.” (5) The amount shown reflects: •$923, representing the amount of the premiums deemed to have been paid on behalf of Mr. Burt for the life insurance policy related to his Compensation-Based Split-Dollar Agreement in effect during the 2024 fiscal year; •$11,500, representing the matching contribution to the Park KSOP on Mr. Burt’s behalf to match his 2024 pre-tax elective deferral contribution; •$2,941, representing the amount of the premiums deemed to have been paid on behalf of Mr. Burt for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreement in effect during the 2024 fiscal year; and •$46,932, representing the amount of cash paid to Mr. Burt with respect to dividend equivalent rights which vested on March 31, 2024, as described more fully under the heading “Equity Awards Exercised and Vested.” •$1,276, representing the amount of the premiums deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Compensation-Based Split-Dollar Agreement in effect during the 2024 fiscal year; •$11,500, representing the matching contribution to the Park KSOP on Mr. Miller’s behalf to match his 2024 pre-tax elective deferral contributions; •$2,265, representing the amount of the premiums deemed to have been paid on behalf of Mr. Miller for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement which also funded his SERP Agreements in effect during the 2024 fiscal year; and •$52,798, representing the amount of cash paid to Mr. Miller with respect to dividend equivalent rights which vested on March 31, 2024, as described more fully under the heading “Equity Awards Exercised and Vested.”

  28. CEO Pay Ratio

    CEO Pay Ratio Item 402(u) of SEC Regulation S-K requires that the following information about the 2024 annual total compensation of Park’s Chairman/CEO (who serves as Park’s principal executive officer) and the median employee be disclosed: •the annual total compensation of Park’s Chairman/CEO, as reported in the Summary Compensation Table for 2024, which was $2,661,069; •the annual total compensation of the median employee of all employees of Park and our subsidiaries (other than Park’s Chairman/CEO), which was $66,192; and •the ratio of (i) the annual total compensation of Park’s Chairman/CEO to (ii) the annual total compensation of the median employee, which was 40.20 to 1. Park believes there were no significant changes to its employee population or employee compensation arrangements during the 2024 fiscal year that would result in a significant change to Park’s pay ratio disclosure. As a result, Park is using the same median employee that was identified on November 4, 2023 in the pay ratio calculation for the 2024 fiscal year as Park used for the 2023 fiscal year. All elements of the median employee’s compensation were included in determining the median employee’s annual total compensation. In addition to base salary, any overtime compensation and any bonus or other incentive compensation, the annual total compensation of the median employee also included any change in pension value, matching contributions to the Park KSOP and stock awards. This allowed for the elements of compensation for the median employee to be as comparable as possible to the elements of the annual total compensation of Park’s Chairman/CEO.

  29. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth information regarding PBRSU awards granted to the NEOs under the 2017 Employees LTIP during the 2024 fiscal year. No other plan-based awards were granted to the NEOs during the 2024 fiscal year.

  30. Fiscal 2024 Grants of Plan-Based Awards

    Fiscal 2024 Grants of Plan-Based Awards

  31. Fiscal 2024 Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Equity Incentive Plan Awards(1) | | | | Name | Grant Date | Compensation Committee Approval Date | Threshold (#) | Target (#) | Maximum (#) | | David L. Trautman | 1/25/2024 | 1/18/2024 | 4,380(2)(3) | 4,380(2)(3) | 6,570(2)(3) | | Brady T. Burt | 1/25/2024 | 1/18/2024 | 1,905(2)(3) | 1,905(2)(3) | 2,858(2)(3) | | Matthew R. Miller | 1/25/2024 | 1/18/2024 | 2,933(2)(3) | 2,933(2)(3) | 4,400(2)(3) |

  32. Fiscal 2024 Grants of Plan-Based Awards

    ________________________ (1) The awards shown in this table are in the form of PBRSUs, with each PBRSU representing the right to receive one Park common share if earned and settled. Each award of PBRSUs also provides the holder with dividend equivalent rights which will vest and be settled in cash if, when and to the extent the related PBRSUs vest and are settled. (2) PBRSUs will be earned based on Park’s cumulative ROAA for the three-fiscal-year performance period beginning January 1, 2024 and ending December 31, 2026 as compared to the cumulative ROAA results for the $5 Billion to $15 Billion Industry Index. No PBRSUs will be earned, regardless of Park’s relative ROAA results, if Park’s consolidated net income for each fiscal year of the performance period does not equal or exceed 110% of all cash dividends declared and paid by Park during the applicable fiscal year. In addition, no PBRSUs will be earned if Park’s cumulative ROAA for the performance period is below the 50th percentile (or median) of the $5 Billion to $15 Billion Industry Index. If Park’s cumulative ROAA for the performance period equals the 50th percentile of the $5 Billion to $15 Billion Industry Index, holders of PBRSUs will earn the target number (which is also the threshold number) of PBRSUs. If Park’s cumulative ROAA for the performance period equals or exceeds the 80th percentile of the $5 Billion to $15 Billion Industry Index, holders of PBRSUs will earn PBRSUs equal to 150% of the target number, with the number of PBRSUs earned for results in between the 50th and 80th percentiles determined using interpolation on a straight-line basis. (3) Earned PBRSUs will also be subject to additional service-based vesting – 50% of the PBRSUs earned will vest at the end of the three-fiscal-year performance period once results are certified by the Compensation Committee, with the other 50% of the earned PBRSUs vesting on the first anniversary of the certification date. Common shares received upon settlement of earned and vested PBRSUs cannot be sold, transferred, assigned or otherwise similarly disposed of for five years after the date they are delivered. If an NEO dies or terminates employment with Park and Park’s subsidiaries due to disability or retirement (i.e., has a “normal retirement” or an “early retirement” for purposes of the Park Pension Plan) at any time during the three-fiscal-year performance period, a prorated portion of the PBRSUs will vest on the last day of the performance period based on the number of PBRSUs that would have been earned based on the actual level of performance achieved during the performance period and the quotient of the number of full calendar months elapsed between the grant date and the date of death or termination of employment due to disability or retirement, as appropriate, divided by the number of months in the performance period. If an NEO dies or terminates employment with Park and Park’s subsidiaries due to disability or retirement after the performance period has ended but before the service-based vesting requirements have been satisfied, the unvested PBRSUs which remain outstanding, having been earned on the performance date, will vest on the first anniversary of the certification date. If an NEO’s employment with Park and Park’s subsidiaries terminates for any other reason, including for “cause” (as defined in the 2017 Employees LTIP), all unvested PBRSUs will be immediately forfeited. In the event of a “change in control” (as defined in the 2017 Employees LTIP), each NEO will immediately vest in all unvested PBRSUs as though the cumulative ROAA of Park as compared to the cumulative ROAA results of the $5 Billion to $15 Billion Industry Index had been achieved at the level of achievement (i.e., the percentile of the $5 Billion to $15 Billion Industry Index) which would have been achieved if the performance period had begun on January 1, 2023 and ended on December 31 of the fiscal year most recently completed before the change in control as long as the other performance-based criteria for vesting had been satisfied as of the date of the change in control. The service-based vesting requirement will be deemed to have been satisfied as of the date of the change in control.

  33. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End As of December 31, 2024, the only type of equity award held by the NEOs was PBRSU awards. The following table sets forth information regarding the outstanding PBRSU awards held by the NEOs on December 31, 2024.

  34. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End

  35. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Stock Awards | | | | | | | | Name | Stock Award Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | | David L. Trautman | 1/1/2021 | 2,250.00(2) | $ | 385,718 | – | | – | | | 1/20/2022 | – | | – | 2,290(3) | $ | 392,575 | | | 1/18/2023 | – | | – | 2,950(4) | $ | 505,719 | | | 1/25/2024 | – | | – | 4,380(5) | $ | 750,864 | | Brady T. Burt | 1/1/2021 | 1,500.00(2) | $ | 257,145 | – | | – | | | 1/20/2022 | – | | – | 1,510(3) | $ | 258,860 | | | 1/18/2023 | – | | – | 1,430(4) | $ | 245,145 | | | 1/25/2024 | – | | – | 1,905(5) | $ | 326,575 | | Matthew R. Miller | 1/1/2021 | 1,687.50(2) | $ | 289,289 | – | | – | | | 1/20/2022 | – | | – | 1,710(3) | $ | 293,146 | | | 1/18/2023 | – | | – | 2,030(4) | $ | 348,003 | | | 1/25/2024 | – | | – | 2,933(5) | $ | 502,805 |

  36. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) Market value represents the product of the closing price of Park common shares on December 31, 2024 (the last trading day of the 2024 fiscal year), which was $171.43, multiplied by the number of PBRSUs shown in the table. Dollar amounts have been rounded up to the nearest whole dollar. (2) The number shown reflects the number of common shares underlying PBRSUs that were earned based on the performance level achieved and are also subject to service-based vesting pursuant to which they are to vest on March 31, 2025. (3) The number shown represents the target number of PBRSUs which would be earned under the award granted pursuant to the 2017 Employees LTIP, based on: (i) Park’s cumulative ROAA for the three-fiscal-year performance period from January 1, 2022 to December 31, 2024 equaling the 50th percentile of the $3 Billion to $10 Billion Industry Index; and (ii) Park’s net income for each fiscal year of the performance period equaling or exceeding 110% of all cash dividends declared and paid by Park during the applicable fiscal year. (4) The number shown represents the target number of PBRSUs which would be earned under the award granted pursuant to the 2017 Employees LTIP, based on: (i) Park’s cumulative ROAA for the three-fiscal-year performance period from January 1, 2023 to December 31, 2025 equaling the 50th percentile of the $3 Billion to $10 Billion Industry Index; and (ii) Park’s net income for each fiscal year of the performance period equaling or exceeding 110% of all cash dividends declared and paid by Park during the applicable fiscal year. (5) The number shown represents the target number of PBRSUs which would be earned under the award granted pursuant to the 2017 Employees LTIP, based on: (i) Park’s cumulative ROAA for the three-fiscal-year performance period from January 1, 2024 to December 31, 2026 equaling the 50th percentile of the $5 Billion to $15 Billion Industry Index; and (ii) Park’s net income for each fiscal year of the performance period equaling or exceeding 110% of all cash dividends declared and paid by Park during the applicable fiscal year.

  37. Pension and Supplemental Benefits

    Pension and Supplemental Benefits Park Pension Plan The Park Pension Plan covers employees of Park’s subsidiaries who have attained age 21 and completed one year of service. Under the Park Pension Plan, annual benefits are paid in monthly installments for life with 120 months of payments guaranteed. For employees who have not attained their “normal retirement date” as of April 1, 2021, their “normal retirement date” for purposes of the Park Pension Plan is to be defined as reaching age 65 and completing three years of service. For employees hired prior to January 1, 2023, the amount of annual “normal retirement benefit” to be paid in monthly installments to an eligible employee is the greater of item 1 below considering all years of service, or item 1 below considering service through December 31, 2022 plus item 2 below. For employees hired on or after January 1, 2023, the amount of annual “normal retirement benefit” to be paid in monthly installments to an eligible employee is outlined in item 2 below: 1.The final average earnings formula, equal to the greater of: (i) 29% of the average monthly compensation of the employee reduced for expected years of service at normal retirement less than 25; or (ii) 29% of the average monthly compensation plus 16% of the average monthly compensation in excess of one-twelfth of covered compensation reduced for expected years of service at normal retirement less than 35. The average monthly compensation of an employee is calculated by averaging the highest five consecutive calendar years of compensation as reported on the employee’s Forms W-2 during the ten calendar years preceding the date of termination. 2.The new formula for which the monthly benefit is actuarially equivalent to the Accrued Pension Account. The Accrued Pension Account is a hypothetical account equal to the sum of Annual Cash Balance Credits credited under paragraph (i) below, together with the Accrued Pension Account Interest credited under clause (ii) below. Accrued Pension Accounts will begin at $0 effective January 1, 2023: (i) Annual Cash Balance Credits. For each calendar year beginning on or after January 1, 2023, in which an employee earns a year of credited service, the participant’s Accrued Pension Account shall be credited with a Cash Balance Credit of 7.0% of the employee’s compensation. Cash Balance Credits shall be credited immediately following the end of each calendar year. In the case of a participant whose employment with the employer terminates during a calendar year, such Cash Balance Credits shall be credited to such participant upon such termination of employment if the employee has earned a year of credited service in the year of termination. (ii) Accrued Pension Account Interest. The participant’s Accrued Pension Account shall be credited with interest as of the end of each calendar year prior to the calendar year in which the participant’s annuity starting date occurs. A partial year interest credit will be given in the year of the participant’s annuity start date. The interest rate to be credited for each calendar year shall be the annual rate of interest equal to the average annual yield of 30-year U.S. Treasury notes for the month of August preceding the calendar year as of which the interest is being credited. In addition, the employees of certain of the divisions of Park National Bank (which had previously been separate banks prior to their merger into Park National Bank) participated in pension plans maintained for their benefit prior to such bank being acquired by Park and the merger of such bank’s pension plan into the Park Pension Plan. Benefits under the Park Pension Plan cannot be less than the sum of the benefit provided under the merged pension plan and the Park Pension Plan based on years of service since the date of merger of the two plans. Applicable provisions of the Internal Revenue Code currently limit the amount of annual compensation used to determine plan benefits under a defined benefit pension plan, such as the Park Pension Plan, and the amount of plan benefits payable annually under such a plan. Total compensation in excess of the limit will not be taken into account for benefit calculation purposes. If an employee elects to retire after completing ten years of service and reaching 55 years of age, the employee may receive a monthly benefit for life with 120 months of payments guaranteed beginning at his/her normal retirement date equal to the “accrued benefit” at the early retirement date. Payments to the employee may begin immediately, with the final average earnings formula benefit being actuarially reduced to reflect early payment. An employee may continue employment with Park and/or one of Park’s subsidiaries after his/her normal retirement date. In such an event, the employee will receive the benefit he/she would have received on his/her normal retirement date actuarially increased to reflect delayed payment. Upon termination of employment after three or more years (five years if employment terminates on or before December 31, 2022), an employee has a vested interest in his/her accrued benefit which will be payable on the normal retirement date. An employee will generally have no vested interest if he/she terminates employment after less than three years of service with Park and/or one of Park’s subsidiaries (five years if employment terminates on or before December 31, 2022). An employee who terminates employment with ten or more years of service with Park and/or one of Park’s subsidiaries may elect to receive his/her vested interest as early as age 55. Supplemental Executive Retirement Benefits Effective as of February 18, 2008, Park entered into a Supplemental Executive Retirement Benefits Agreement with David L. Trautman (the “Trautman 2008 SERP Agreement”). Under the Trautman 2008 SERP Agreement, Mr. Trautman will be entitled to receive an annual supplemental retirement benefit of $125,000 (his “2008 Full Benefit”), commencing on the first business day of March following the later of (i) the date on which Mr. Trautman separates from service with Park and Park’s affiliates (within the meaning of Section 409A of the Internal Revenue Code and the Treasury regulations promulgated thereunder (collectively, “Section 409A”)) and (ii) Mr. Trautman attains age 62 (his “2008 SERP Payment Commencement Date”) and continuing on the first business day on or immediately after each anniversary of his 2008 SERP Payment Commencement Date until Mr. Trautman’s death. Effective as of June 15, 2015, Park National Bank entered into Supplemental Executive Retirement Benefits Agreements with each of David L. Trautman, Brady T. Burt and Matthew R. Miller (the “2015 SERP Agreements”). Under their respective 2015 SERP Agreements, Mr. Trautman, Mr. Burt and Mr. Miller will be entitled to receive an annual supplemental retirement benefit of $253,800, $201,000 and $121,900, respectively (each, a “2015 SERP Full Benefit”), commencing on the first business day of March following the later of (i) the date on which Mr. Trautman, Mr. Burt or Mr. Miller, as appropriate, separates from service with Park National Bank and its affiliates and (ii) Mr. Trautman, Mr. Burt or Mr. Miller, as appropriate, attains age 65 (each, a “2015 SERP Payment Commencement Date”) and continuing on the first business day on or immediately after each anniversary of the applicable 2015 SERP Payment Commencement Date until the death of Mr. Trautman, Mr. Burt or Mr. Miller, respectively.

  38. Pension and Supplemental Benefits

    Effective as of January 27, 2020, Park National Bank entered into a Supplemental Executive Retirement Benefits Agreement with Matthew R. Miller (the “2020 Miller SERP Agreement”). Under the Miller 2020 SERP Agreement, Mr. Miller will be entitled to receive an annual supplemental retirement benefit of $190,100 (his “2020 SERP Full Benefit”), commencing on the first business day of March following the later of (i) the date on which Mr. Miller separates from service with Park National Bank and its affiliates and (ii) Mr. Miller attains age 65 (his “2020 SERP Payment Commencement Date”) and continuing on the first business day on or immediately after each anniversary of his 2020 SERP Payment Commencement Date until Mr. Miller’s death. If Mr. Trautman, Mr. Burt or Mr. Miller is a “specified employee” (within the meaning of Section 409A), no payment will be made under his SERP Agreement(s) until the first day of the seventh month following separation from service with Park National Bank and its affiliates (and, in the case of the Trautman 2008 SERP Agreement, Park and Park’s affiliates). The amount paid on this later date will include the cumulative amount that could not be paid during the prior six-month period. If Mr. Trautman separates from service with Park and Park’s affiliates for any reason prior to his 2008 SERP Payment Commencement Date, generally he will forfeit any right to payment under the Trautman 2008 SERP Agreement. However, if Mr. Trautman becomes “substantially disabled” (as defined in the Trautman 2008 SERP Agreement) while employed by Park and Park’s affiliates prior to his 2008 SERP Payment Commencement Date, he will be entitled to receive a reduced Limited Benefit, the amount of which will be based on the year in which Mr. Trautman becomes substantially disabled. If Mr. Trautman, Mr. Burt or Mr. Miller voluntarily resigns from full-time employment with Park National Bank and its affiliates for any reason before he attains age 62, or Park National Bank or any of its affiliates discharge Mr. Trautman, Mr. Burt or Mr. Miller for any reason before he attains age 62, then the affected individual generally will forfeit any right to payment under his 2015 SERP Agreement and, in the case of Mr. Miller, the Miller 2020 SERP Agreement. If Mr. Trautman, Mr. Burt or Mr. Miller experiences a separation from service with Park National Bank and its affiliates after age 62 but before age 65: •the affected individual will receive, instead of his 2015 SERP Full Benefit, a “2015 SERP Early Benefit” in a lesser amount based on the year in which he separates from service; and •Mr. Miller will receive, instead of his 2020 SERP Full Benefit, a “2020 SERP Early Benefit” in a lesser amount based on the year in which he separates from service. Each SERP Early Benefit will be paid in the same manner as the Full Benefit to which it relates. If a “change in control” (as defined in the applicable SERP Agreement(s)) occurs before Mr. Trautman, Mr. Burt or Mr. Miller experiences a separation from service with Park National Bank and its affiliates (or, in the case of the Trautman 2008 SERP Agreement, Park and Park’s affiliates): •Mr. Trautman will become fully vested in his 2008 Full Benefit upon any subsequent separation from service, other than for “cause” (as defined in the Trautman 2008 SERP Agreement) prior to age 62 and payments of his 2008 Full Benefit will begin on his 2008 SERP Payment Commencement Date; •each of Mr. Trautman, Mr. Burt and Mr. Miller will become fully vested in his 2015 Full Benefit upon any subsequent separation from service, other than for “cause” (as defined in the respective 2015 SERP Agreements) prior to age 65 and payments of his 2015 Full Benefit will begin on his 2015 SERP Payment Commencement Date; and •Mr. Miller will become fully vested in his 2020 Full Benefit upon any subsequent separation from service, other than for “cause” (as defined in the Miller 2020 SERP Agreement) prior to age 65 and payments of his 2020 Full Benefit will begin on his 2020 SERP Payment Commencement Date. For purposes of the Trautman 2008 SERP Agreement, the 2015 SERP Agreements with Mr. Trautman, Mr. Burt and Mr. Miller and the Miller 2020 SERP Agreement, a “change in control” means any of the following has occurred: •the consummation (execution in the case of the Trautman 2008 SERP Agreement) of an agreement for the sale of all, or a material portion, of the assets of Park National Bank (Park in the case of the Trautman 2008 SERP Agreement); •the consummation of a merger or recapitalization of Park National Bank (Park in the case of the Trautman 2008 SERP Agreement), or any merger or recapitalization, whereby Park National Bank (Park in the case of the Trautman 2008 SERP Agreement) is not the surviving entity; or •the acquisition, directly or indirectly, of the beneficial ownership of 25% or more of the outstanding voting securities of Park National Bank or Park by any person or group. If Mr. Trautman, Mr. Burt or Mr. Miller experiences a separation from service with Park National Bank and its affiliates for “cause” (as defined in the applicable SERP Agreement(s)) or if the Board of Directors of Park National Bank (the Park Board of Directors in the case of the Trautman 2008 SERP Agreement) determines, following the affected individual’s Payment Commencement Date, that cause existed to terminate the individual, his SERP Agreement(s) will immediately terminate, the individual will forfeit any right to receive future payments and must return all payments previously made under his SERP Agreement(s) within 30 days after receipt of a written demand by Park National Bank (Park in the case of the Trautman 2008 SERP Agreement) for such repayment. In addition, each of Mr. Trautman, Mr. Burt and Mr. Miller will forfeit the right to receive future payments under his SERP Agreement(s) if he violates the non-competition or the non-solicitation covenants in his SERP Agreement(s) during the 12 months following his separation from service with Park National Bank and its affiliates (Park and Park’s affiliates in the case of the Trautman 2008 SERP Agreement). Life Insurance Policies Associated with SERP Agreements Although neither Park nor Park National Bank is under any obligation to set aside, earmark or otherwise segregate any funds with which to pay its obligations under the SERP Agreements to which it is a party, and the NEOs are and will remain unsecured general creditors of Park and/or Park National Bank, as appropriate, Park and Park National Bank have purchased life insurance policies with respect to each of the NEOs in order to informally fund the respective obligations of Park and Park National Bank under the SERP Agreements. Park and Park National Bank anticipate that the life insurance policies will also provide a life insurance benefit for each NEO if he should die before age 84, in the case of Mr. Trautman, or age 82, in the case of Mr. Burt and Mr. Miller. The amount of this life insurance benefit is intended to approximate the present value of the stream of future benefits which would have been paid under the applicable SERP Agreement(s) to the NEO but had not been paid at the time of his death. These life insurance policies are related to the Maximum Benefit Split-Dollar Agreements described below in the section captioned “Potential Payments upon Termination of Employment or Change in Control – Split-Dollar Agreements – Split-Dollar Agreements with Specified Maximum Death Benefit.”

  39. Pension Benefits for the 2024 Fiscal Year

    Pension Benefits for the 2024 Fiscal Year The following table shows the actuarial present value of each NEO’s accumulated benefit, including the number of years of service credited to each NEO, under each of the Park Pension Plan and the respective SERP Agreement(s) as in effect during the 2024 fiscal year, determined using interest rate and mortality rate assumptions consistent with those used in Park’s consolidated financial statements and summarized in “Note 20. Benefit Plans” of the Notes to Consolidated Financial Statements included under “ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA” of Park’s 2024 Form 10-K.

  40. Pension Benefits for 2024

    Pension Benefits for 2024

  41. Pension Benefits for 2024

    | Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | | Payments During Last Fiscal Year ($) | | | David L. Trautman | Park Pension Plan | 41 | $ | 1,294,729 | $ | 0 | | | 2008 SERP Agreement | –(1) | $ | 1,598,417 | $ | 0 | | | 2015 SERP Agreement | –(1) | $ | 2,125,636 | $ | 0 | | Brady T. Burt | Park Pension Plan | 17 | $ | 320,698 | $ | 0 | | | 2015 SERP Agreement | –(1) | $ | 541,646 | $ | 0 | | Matthew R. Miller | Park Pension Plan | 15 | $ | 198,462 | $ | 0 | | | 2015 SERP Agreement | –(1) | $ | 197,903 | $ | 0 | | | 2020 SERP Agreement | –(1) | $ | 173,147 | $ | 0 |

  42. Pension Benefits for 2024

    (1) Due to the structure of the 2008 SERP Agreement, the 2015 SERP Agreements and the 2020 SERP Agreement, years of credited service are not applicable.

  43. Pay Versus Performance

    Pay Versus Performance

  44. Pay Versus Performance Table for 2024

    Pay Versus Performance Table for 2024

  45. Pay Versus Performance Table for 2024

    | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Summary Compensation Actually Paid to Non-PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (8) (Thousands) | Return on Average Assets (9) | | | | | | | TSR (5) | Peer Group TSR (6)(7) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2024 | $2,661,074 | $3,349,574 | $1,407,785 | $1,914,548 | 200.35 | 127.63 | $151,420 | 1.53% | | 2023 | $2,192,185 | $1,870,320 | $1,160,482 | $1,051,023 | 150.69 | 107.78 | $126,734 | 1.27% | | 2022 | $2,181,048 | $2,248,196 | $1,234,154 | $1,380,278 | 155.16 | 108.78 | $148,351 | 1.48% | | 2021 | $2,325,563 | $2,920,912 | $1,194,058 | $1,692,738 | 145.96 | 109.30 | $153,945 | 1.56% | | 2020 | $2,110,992 | $1,881,764 | $1,114,571 | $1,077,474 | 107.67 | 83.22 | $127,923 | 1.38% |

  46. Pay Versus Performance Table for 2024

    ________________________ (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for David L. Trautman (our Chairman/CEO) for each corresponding year in the “Total” column of the “Summary Compensation Table for 2024.” (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Trautman, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts reported do not reflect the actual amount of compensation earned by or paid to Mr. Trautman during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to Mr. Trautman's total compensation for each year to determine the compensation actually paid to Mr. Trautman:

  47. Pay Versus Performance Table for 2024

    | Year | Reported Summary Compensation Table Total for PEO | Reported Grant Date Fair Value of Equity Awards (a) | Equity Award Adjustments (b) | Reported Change in the Actuarial Present Value of Pension Benefits (c) | Pension Benefit Adjustments (d) | Compensation Actually Paid to PEO | | 2024 | $2,661,074 | $(766,792) | $1,612,135 | $(317,166) | $160,323 | $3,349,574 | | 2023 | $2,192,185 | $(552,751) | $457,737 | $(422,037) | $195,186 | $1,870,320 | | 2022 | $2,181,048 | $(416,963) | $606,073 | $(303,373) | $181,411 | $2,248,196 | | 2021 | $2,325,563 | $(420,040) | $1,153,006 | $(489,412) | $351,795 | $2,920,912 | | 2020 | $2,110,992 | $(368,568) | $373,873 | $(569,153) | $334,620 | $1,881,764 |

  48. Pay Versus Performance Table for 2024

    (a)The “reported grant date fair value of equity awards” represents the amount reported in the "Stock Awards" column in the “Summary Compensation Table for 2024” for the applicable year. (b)The “equity award adjustments” for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that were outstanding and unvested as of the end of the applicable year; (ii) the amount of change as of the end of the applicable year (from the end of the prior year) in fair value of any equity awards granted in prior years that were outstanding and unvested as of the end of the applicable year; (iii) for equity awards that were granted and vested in the same applicable year, the fair value of the equity awards as of the vesting date; (iv) for equity awards granted in prior years that vested in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior year) in fair value of the equity awards; (v) for equity awards granted in prior years that were determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior year; and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such equity awards or included in any other component of total compensation for the applicable year. The fair value for all unvested equity awards is based on the expected vesting percentile of PBRSUs for a given year which would be earned under the PBRSU award granted pursuant to the 2017 Employees LTIP. The amounts deducted or added in calculating the “equity award adjustments” are as follows:

  49. Pay Versus Performance Table for 2024

    | Year | Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | 2024 | $1,140,290 | $454,531 | $0 | $17,314 | $0 | $0 | $1,612,135 | | 2023 | $575,043 | $(27,503) | $0 | $(89,803) | $0 | $0 | $457,737 | | 2022 | $490,234 | $123,446 | $0 | $(7,607) | $0 | $0 | $606,073 | | 2021 | $614,596 | $447,481 | $0 | $90,929 | $0 | $0 | $1,153,006 | | 2020 | $404,919 | $67,206 | $0 | $(98,252) | $0 | $0 | $373,873 |

  50. Pay Versus Performance Table for 2024

    (c)The amounts included in this column are the amounts reported in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the “Summary Compensation Table for 2024” for each applicable year. (d)The total “pension benefit adjustments” for each applicable year include the aggregate of three components: (i) the actuarially determined pension service cost for services rendered by Mr. Trautman during the applicable year (the “Pension Service Cost”); (ii) the entire cost of benefits granted in a plan amendment (or initiation) during the applicable year that are attributed by the benefit formula to services rendered in periods prior to the plan amendment or initiation (the “Pension Prior Service Cost”); and (iii) the SERP service cost ("SERP Service Cost") for services rendered by Mr. Trautman during the applicable year, in each case, calculated in accordance with U.S. GAAP. The amounts added in calculating the pension benefit adjustments are as follows:

  51. Pay Versus Performance Table for 2024

    | Year | Pension Service Cost | Pension Prior Service Cost | SERP Service Cost | Total Pension Benefit Adjustments | | 2024 | $27,936 | $0 | $132,387 | $160,323 | | 2023 | $25,383 | $0 | $169,803 | $195,186 | | 2022 | $33,441 | $0 | $147,970 | $181,411 | | 2021 | $34,511 | $0 | $317,284 | $351,795 | | 2020 | $30,999 | $0 | $303,621 | $334,620 |

  52. Pay Versus Performance Table for 2024

    (3) The dollar amounts reported in column (d) represent the average of the amounts reported for Park’s NEOs as a group (excluding Mr. Trautman) in the “Total” column of the “Summary Compensation Table for 2024” in each applicable year. The names of the NEOs (excluding Mr. Trautman) included for purposes of calculating the average amounts in each applicable year are Brady T. Burt (our CFO) and Matthew R. Miller (our President). (4) The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Trautman), as computed in accordance with Item 402(v) of SEC Regulation S-K. The names of the NEOs (excluding Mr. Trautman) included for purposes of calculating the average amounts in each applicable year are Brady T. Burt and Matthew R. Miller. The dollar amounts reported do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Trautman) during the applicable year. In accordance with the requirements of Item 402(v) of SEC Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Trautman) for each year to determine the compensation actually paid, using the same methodology described above in footnote (2):

  53. Pay Versus Performance Table for 2024

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Average Reported Grant Date Fair Value of Equity Awards | Average Equity Award Adjustments (a) | Average Reported Change in the Actuarial Present Value of Pension Benefits | Average Pension Benefit Adjustments (b) | Average Compensation Actually Paid to Non-PEO NEOs | | 2024 | $1,407,785 | $(423,487) | $931,731 | $(61,481) | $60,000 | $1,914,548 | | 2023 | $1,160,482 | $(324,156) | $260,033 | $(108,778) | $63,442 | $1,051,023 | | 2022 | $1,234,154 | $(293,149) | $423,049 | $(56,367) | $72,591 | $1,380,278 | | 2021 | $1,194,058 | $(297,529) | $794,241 | $(82,172) | $84,140 | $1,692,738 | | 2020 | $1,114,571 | $(261,069) | $281,069 | $(134,799) | $77,702 | $1,077,474 |

  54. Pay Versus Performance Table for 2024

    (a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  55. Pay Versus Performance Table for 2024

    | Year | Average Year-End Fair Value of Outstanding and Unvested Equity Awards Granted in Applicable Year | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Dollar Value of Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Average Equity Award Adjustments | | 2024 | $629,763 | $289,704 | $0 | $12,264 | $0 | $0 | $931,731 | | 2023 | $337,229 | $(19,463) | $0 | $(57,733) | $0 | $0 | $260,033 | | 2022 | $344,662 | $83,621 | $0 | $(5,234) | $0 | $0 | $423,049 | | 2021 | $435,339 | $289,170 | $0 | $69,732 | $0 | $0 | $794,241 | | 2020 | $286,818 | $42,162 | $0 | $(47,911) | $0 | $0 | $281,069 |

  56. Pay Versus Performance Table for 2024

    (b)The amounts added in calculating the total average pension benefit adjustments are as follows:

  57. Pay Versus Performance Table for 2024

    | Year | Average Pension Service Cost | Average Pension Prior Service Cost | Average SERP Service Cost | Total Average Pension Benefit Adjustments | | 2024 | $22,571 | $0 | $37,429 | $60,000 | | 2023 | $19,635 | $0 | $43,807 | $63,442 | | 2022 | $30,996 | $0 | $41,595 | $72,591 | | 2021 | $31,898 | $0 | $52,242 | $84,140 | | 2020 | $27,709 | $0 | $49,993 | $77,702 |

  58. Pay Versus Performance Table for 2024

    (5) Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period (determined in accordance with Item 402(v) of SEC Regulation S-K), assuming dividend reinvestment, and the difference between Park’s common share price at the end and the beginning of the measurement period by Park’s common share price at the beginning of the measurement period. (6) Represents the weighted peer group cumulative TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each measurement period for which a return is indicated. The peer group used for this purpose is Park's Regional Compensation Peer Group as defined in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis.” (7) The Regional Compensation Peer Group as defined in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in Park's Proxy Statement for the 2025 Annual Meeting was slightly modified from the Regional Compensation Peer Group as defined in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis” in Park's Proxy Statement for each of the 2024 Annual Meeting, the 2023 Annual Meeting, the 2022 Annual Meeting and the 2021 Annual Meeting of Shareholders. QCR Holdings was removed and replaced with Stock Yards Bancorp. Had Park retained the previous peer group then the cumulative total shareholder return, assuming a fixed investment of $100 on January 1, 2020, would have been $82.74, $107.59, $106.44, $107.15, and $126.16 in 2020, 2021, 2022, 2023, and 2024, respectively. (8) The dollar amounts reported represent the amount of net income (in thousands) reflected in Park’s audited consolidated financial statements for the applicable year. (9) Return on Average Assets (“ROAA”) is defined as net income divided by average assets, in each case during the applicable year. While Park uses numerous financial and non-financial performance measures for the purpose of evaluating performance for Park’s compensation programs, Park has determined that ROAA is the financial performance measure that, in Park’s assessment, represents the most important performance measure (that is not otherwise required to be disclosed in this table) used by Park to link compensation actually paid to Park’s NEOs for the most recently completed fiscal year, to Park’s performance.

  59. Analysis of the Information Presented in the Pay Versus Performance Table

    Analysis of the Information Presented in the Pay Versus Performance Table As described in more detail in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis,” Park’s executive compensation program includes variable components in the form of annual incentive compensation and long-term incentive awards. While Park utilizes several performance measures to align executive compensation with Park’s performance, all of those measures are not presented in the “Pay Versus Performance Table for 2024.” Moreover, Park generally seeks to incentivize long-term performance and, therefore, does not specifically align Park’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of SEC Regulation S-K) for a particular year. In accordance with Item 402(v) of SEC Regulation S-K, Park is providing the following descriptions of the relationships between information presented in the “Pay Versus Performance Table for 2024.” Compensation Actually Paid and Cumulative TSR As demonstrated by the following graph, the amount of compensation actually paid to Mr. Trautman and the average amount of compensation actually paid to Park’s NEOs as a group (excluding Mr. Trautman) is generally aligned with Park’s cumulative TSR over the five years presented in the “Pay Versus Performance Table for 2024.” The alignment of compensation actually paid with Park’s cumulative TSR over the period presented is due to the fact that a significant portion of the compensation actually paid to Mr. Trautman and to the other NEOs is comprised of equity awards. As described in more detail in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis,” the estimated grant date fair value of the target PBRSU award in 2024 was approximately 32% of total direct compensation for Mr. Trautman and approximately 29% and 32% of total direct compensation for Mr. Burt and Mr. Miller, respectively. For each of the five years presented in the “Pay Versus Performance Table for 2024,” Park’s cumulative TSR exceeded that of the Regional Compensation Peer Group as defined in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis.” The following table details Park’s cumulative TSR in comparison to the Regional Compensation Peer Group cumulative TSR for each of the measurement periods (determined in accordance with Item 402(v) of SEC Regulation S-K). Compensation Actually Paid and Net Income As demonstrated by the following table, the amount of compensation actually paid to Mr. Trautman and the average amount of compensation actually paid to Park’s NEOs as a group (excluding Mr. Trautman) is generally aligned with Park’s net income over the five years presented in the “Pay Versus Performance Table for 2024.” While Park does not use net income as a performance measure in the overall executive compensation program, the measure of net income is correlated with the measures of Diluted EPS, PTPP ROATE and PTPP ROATA, which Park does use in setting goals for annual incentive compensation, and ROAA, which Park does use in determining the vesting of PBRSUs that are awarded to the NEOs and as a discretionary factor in determining the amount of annual incentive compensation earned. As described in more detail in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis,” the target annual incentive compensation as a percent of 2023 base salary was 60% for Mr. Trautman and 50% for each of Mr. Burt and Mr. Miller. Compensation Actually Paid and ROAA As described in more detail in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis,” the number of PBRSUs earned is based on the cumulative ROAA for a three-fiscal-year performance period. Additionally, ROAA is used as a discretionary factor in determining the amount of annual incentive compensation earned. As demonstrated by the following table, the amount of compensation actually paid to Mr. Trautman and the average amount of compensation actually paid to Park’s NEOs as a group (excluding Mr. Trautman) is generally aligned with Park’s ROAA over each of the five years presented in the “Pay Versus Performance Table for 2024.” Diluted EPS, PTPP ROATE, PTPP ROATA and Efficiency Ratio As described in more detail in the section captioned “EXECUTIVE COMPENSATION – Compensation Discussion and Analysis,” the amount of annual incentive compensation earned is based on Park’s performance against preset goals for diluted EPS, PTPP ROATE, PTPP ROATA, and the efficiency ratio. The combination of these factors is considered; thus, the amount of compensation actually paid to Mr. Trautman and the average amount of compensation actually paid to Park’s NEOs as a group (excluding Mr. Trautman) is not necessarily aligned with each factor individually. The following tables detail Park’s performance with respect to each of these metrics in comparison to the amount of compensation actually paid for each of the years presented.

  60. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Park uses a combination of cash and stock-based compensation to attract and retain qualified candidates to serve on the Park Board of Directors. To align the interests of the Park directors and the Park shareholders, Park’s Regulations require that all directors of Park be shareholders. Park does not have a requirement which addresses the number of common shares that need to be retained by directors.

  61. Director Compensation for the 2024 Fiscal Year

    Director Compensation for the 2024 Fiscal Year The table on the following page summarizes the compensation paid by Park to each individual who served as a non-employee director of Park during the 2024 fiscal year for service on the Park Board of Directors and the Board of Directors of Park National Bank and, where applicable, the advisory board of directors of a division of Park National Bank. Dollar amounts have been rounded up to the nearest whole dollar.

  62. Director Compensation for 2024

    Director Compensation for 2024

  63. Director Compensation for 2024

    | Name(1) | Fees Earned or Paid in Cash | | Stock Awards(2) | | Change in Pension Value and Nonqualified Deferred Compensation Earnings | | All Other Compensation | | Total | | | Donna M. Alvarado | $ | 70,000 | $ | 40,156 | $ | 0 | $ | 1,415(3) | $ | 111,571 | | Frederic M. Bertley, Ph.D. | $ | 50,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 90,156 | | C. Daniel DeLawder(4) | $ | 75,000 | $ | 40,156 | | N/A | | N/A(4) | $ | 115,156 | | F. William Englefield IV | $ | 70,000 | $ | 40,156 | $ | 0 | $ | 611(3) | $ | 110,767 | | Kelly K. Gratz | $ | 45,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 85,156 | | Jason N. Judd | $ | 65,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 105,156 | | Stephen J. Kambeitz | $ | 65,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 105,156 | | Timothy S. McLain | $ | 60,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 100,156 | | D. Byrd Miller III | $ | 60,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 100,156 | | Karen Morrison | $ | 45,000 | $ | 40,156 | $ | 0 | $ | 0 | $ | 85,156 | | Robert E. O’Neill | $ | 77,500 | $ | 40,156 | $ | 0 | $ | 346(3) | $ | 118,002 | | Mark R. Ramser | $ | 57,500 | $ | 40,156 | $ | 0 | $ | 605(3) | $ | 98,261 | | Leon Zazworsky | $ | 95,000 | $ | 40,156 | $ | 0 | $ | 1,284(3) | $ | 136,440 |

  64. Director Compensation for 2024

    (1) David L. Trautman, and Matthew R. Miller are not included in this table as they are executive officers of Park and Park National Bank and, therefore, receive no compensation for their services as directors. The compensation received by Mr. Trautman and Mr. Miller as executive officers of Park and Park National Bank is shown in the “Summary Compensation Table for 2024.” (2) Represents (a) the number of common shares granted on October 28, 2024, in the form of an annual retainer under the 2017 Non-Employee Directors LTIP, times (b) the closing price of Park’s common shares on NYSE American on October 25, 2024 (the last trading day prior to the grant date) of $166.62. This amount also represents the grant date fair value of the common shares awarded computed in accordance with FASB ASC Topic 718. (3) Reflects the amount of premium deemed to have been paid on behalf of the named individual under the split-dollar life insurance policy maintained on his/her behalf. (4) C. Daniel DeLawder retired as an executive officer of Park and Park National Bank, and as an employee of Park National Bank, on June 30, 2021. The annual supplemental retirement benefits under each of Mr. DeLawder’s Amended and Restated Supplemental Executive Retirement Benefits Agreement entered into with Park effective as of February 18, 2008 and amended as of October 1, 2019, in the amount of $127,900, and his Supplemental Executive Retirement Benefits Agreement entered into with Park National Bank effective as of June 15, 2015 and amended as of October 1, 2019, in the amount of $56,700, began in February of 2022 and will continue on or before each anniversary of March 1, 2022. These annual supplemental retirement benefits are not included in this table as they relate to Mr. DeLawder’s service as an executive officer of Park and Park National Bank and as an employee of Park National Bank. The “Death Benefit” under Mr. DeLawder’s Amended and Restated Split-Dollar Agreement entered into with Park National Bank effective as of June 15, 2015 (his Maximum Benefit Split-Dollar Agreement) was $2,597,873 as of December 31, 2024. Mr. DeLawder’s share of the proceeds under the life insurance policies subject to his Amended and Restated Split-Dollar Agreement entered into with Park National Bank effective as of June 15, 2015 (his Compensation-Based Split-Dollar Agreement) would have been $1,952,668 if computed as of December 31, 2024. Since Mr. DeLawder’s benefits under his Maximum Benefit Split-Dollar Agreement and his Compensation-Based Split-Dollar Agreement relate to Mr. DeLawder’s service as an executive officer of Park and Park National Bank and as an employee of Park National Bank, they are not included in this table. The aggregate amounts of the premiums deemed to have been paid during the 2024 fiscal year on behalf of Mr. DeLawder for the life insurance policies related to his Maximum Benefit Split-Dollar Agreement and his Compensation-Based Split-Dollar Agreement were $17,640 and $15,699, respectively.