DEF 14A of Ohio Valley Banc Corp
Filed Apr 4, 2025 · FY20240000894671-25-000016
PROXY ITEM 1: ELECTION OF DIRECTORS
PROXY ITEM 1: ELECTION OF DIRECTORS The Company’s Board of Directors currently has eleven directors divided into three classes, one of which consists of three directors and two of which consists of four directors. Section 2.02(C) of the Company’s Code of Regulations provides that the directors may change the number of directors and fill any vacancy created by an increase in the number of directors (provided that the directors may not increase the number of directors to more than twelve or reduce the number of directors to less than five). In 1980, the Board of Directors of the Bank adopted a policy that each person becoming a director of the Bank after that date would be expected to retire at the next annual meeting of shareholders of the Bank following the director's 70th birthday. Since the Company was formed as the holding company of the Bank in 1992, the directors of the Company have followed that same practice, although neither the Company nor the Bank has ever provided such a requirement in its articles of incorporation or code of regulations or included any such provision in the charter of the Nominating and Corporate Governance Committee. The Board of Directors proposes that each of Larry E. Miller II, Edward J. Robbins, and K. Ryan Smith be re-elected for a three-year term. Each nominee was recommended to the Board of Directors by the Nominating and Corporate Governance Committee. Each person elected as a director at the Annual Meeting will hold office for a term of three years and until his successor is duly elected and qualified or until his earlier resignation, removal from office or death. The three nominees for election as directors receiving the greatest number of votes will be elected. Common shares represented by properly executed and returned proxies will be voted FOR the election of the Board of Directors’ nominees unless authority to vote for one or more nominees is withheld. Common shares as to which the authority to vote is withheld will be counted for quorum purposes, but will not be counted toward the election of directors or toward the election of the individual nominees specified on the proxy. The following discussion provides certain information, as of March 21, 2025, concerning each nominee for election as a director of the Company. Unless otherwise indicated, each individual has had the same principal occupation for more than the past five years.
Nominees for Election for Terms Expiring in 2028
Nominees for Election for Terms Expiring in 2028
Summary Compensation Table for 2024
Summary Compensation Table for 2024 The following table summarizes the total compensation awarded to, paid to or earned by each of the named executive officers for the two fiscal years ended December 31, 2024:
Summary Compensation Table for 2024
| Name and Principal Position | Year | Salary ($) (1) | Bonus ($) (2) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3) | All Other Compensation ($) (4) | Total ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | Thomas E. Wiseman Chairman of the Board | 2024 2023 | $286,147 422,508(5) (5) | $50,769 89,068 | $74,287 195,725 | $275,554 180,530(6) (6) | $686,757 887,831 | | Larry E. Miller II President and Chief Executive Officer | 2024 2023 | 389,903 361,603(5) (5) | 89,179 93,873 | 163,478 162,208 | 36,888 35,480(7) (7) | 679,448 653,164 | | Scott W. Shockey Senior Vice President and Chief Financial Officer | 2024 2023 | 234,431 219,692 | 45,028 45,028 | 119,805 118,868 | 26,442 26,044(8) (8) | 425,706 409,633 |
Summary Compensation Table for 2024
| (1) Base salaries for the named executive officers are described on page 19. |
Summary Compensation Table for 2024
| (2) Bonuses for the named executive officers are described on page 19. |
Summary Compensation Table for 2024
| (3) The amounts in column (e) reflect the change in the actuarial present value of Messrs. Wiseman’s, Miller’s and Shockey’s benefits under their SERPs, and also the actuarial present value of Messrs. Wiseman’s and Miller’s benefits under the Director Retirement Plan. Each plan is described on page 20, and the amounts for each are as follows: |
Summary Compensation Table for 2024
| Name | Year | Increase in Actuarial Present Value of SERP | Increase in Actuarial Present Value of Director Retirement Plan | | Thomas E. Wiseman | 2024 2023 | $62,454 188,736 | $11,833 6,989 | | Larry E. Miller II | 2024 2023 | 154,192 155,130 | 9,286 7,078 | | Scott W. Shockey | 2024 2023 | 119,805 118,868 | -- -- |
Summary Compensation Table for 2024
| (4) The amount shown in column (f) reflects for each named executive officer: |
Summary Compensation Table for 2024
| • | Company contributions and reallocated forfeitures under the Profit Sharing Retirement Plan, which is described on page 22. |
Summary Compensation Table for 2024
| • | Company contributions and reallocated forfeitures under the 401(k) Plan, which is provided for under the Profit Sharing Retirement Plan and is described on page 22. |
Summary Compensation Table for 2024
| • | Company contributions and reallocated forfeitures under the ESOP, which is described on page 22. |
Summary Compensation Table for 2024
| • | Reportable income related to executive life insurance, which is described on page 21. |
Summary Compensation Table for 2024
| • | Board designated Christmas Gift paid to all employees in November of each year in an amount equal to two weeks of the base salary of the employee. |
Summary Compensation Table for 2024
| • | Instructor Fees for teaching a class to employees and Service Awards for being employed by the Bank for a certain number of years. |
Summary Compensation Table for 2024
| (5) Includes director’s fees received by Messrs. Wiseman and Miller totaling $26,200 in 2024 and $21,200 in 2023 for each of them. |
Summary Compensation Table for 2024
| (6) Includes Company contributions and reallocated forfeitures under the ESOP received by Mr. Wiseman of $14,171 in 2024 and $13,632 in 2023; and a Christmas gift of $9,530 in 2024, and $15,504 in 2023. |
Summary Compensation Table for 2024
| (7) Includes Company contributions and reallocated forfeitures under the ESOP received by Mr. Miller of $14,171 in 2024, and $13,632 in 2023; and a Christmas gift of $13,684 in 2024, and $13,166 in 2023. |
Summary Compensation Table for 2024
| (8) Includes Company contributions and reallocated forfeitures under the ESOP received by Mr. Shockey of $11,191 in 2024, and $11,005 in 2023. |
Post-Termination or Change in Control Compensation
Post-Termination or Change in Control Compensation Neither the Company nor any of its subsidiaries has executed a separate employment, severance or change in control agreement with any of the executive officers of the Company. Certain compensation plans provide benefits payable upon termination. Benefits payable to the named executive officers upon termination under the Executive Deferred Compensation Plan and the Director Deferred Fee Plan are described under the heading “Compensation Program – Executive Retirement Plans – Executive Deferred Compensation Plan” and under the heading “Compensation Program – Executive Retirement Plans – Director Deferred Fee Plan”. Benefits payable to Mr. Wiseman, Mr. Miller, and Mr. Shockey under their SERPs are described under the heading “Compensation Program – Executive Retirement Plans – Supplemental Executive Retirement Agreements” on page 19. Benefits payable to Mr. Wiseman and Mr. Miller under the Director Retirement Plan are described under the heading “Compensation Program – Director Retirement Plan” on page 20. Benefits payable to named executive officers under executive and director life insurance policies are described under the heading “Compensation Program – Executive Life Insurance” on page 21 and “Compensation Program – Director Life Insurance” on page 21. Regardless of the manner in which a named executive officer's employment terminates, the officer will be entitled to receive amounts earned during his or her employment under the Profit Sharing Retirement Plan, the 401(k) Plan and the ESOP. Named executive officers will also be entitled to benefits upon death or disability under group plans available to all employees of the Company or the Bank.
Pay versus Performance Table
Pay versus Performance Table The table below provides information concerning total compensation and compensation actually paid to our Chief Executive Officer, also known as Principal Executive Officer (PEO), during the 2024, 2023, and 2022 fiscal years. Total compensation and compensation actually paid is provided, as an average, for other named executive officers (NEOs).
Pay versus Performance Table
| Year | Summary Compensation Table Total for PEO (Mr. Wiseman)(1) | Summary Compensation Table Total for PEO (Mr. Miller)(2) | Compensation Actually Paid to PEO (Mr. Wiseman)(3) | Compensation Actually Paid to PEO (Mr. Miller)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(4) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Fixed $100 Investment Based On Total Shareholder Return (“TSR”) | Net Income in thousands | | 2024 | | $679,448 | | $615,214 | $556,232 | $502,155 | $93.54 | $10,999 | | 2023 | | $653,164 | | $599,845 | $648,732 | $598,360 | $85.78 | $12,631 | | 2022 | $708,968 | $622,602 | $629,222 | $576,641 | $553,869 | $508,633 | $92.70 | $13,338 |
Pay versus Performance Table
| (1) During the fiscal year ending December 31, 2021 and through May 17, 2022, Mr. Wiseman was the Chief Executive Officer of the Company. |
Pay versus Performance Table
| (2) On May 18, 2022, Mr. Miller was appointed the Chief Executive Officer of the Company and continues to serve in that position today. |
Pay versus Performance Table
| (3) The Company has no equity awards, pension plans, or other defined benefit programs that result in a recalculation of the compensation disclosed under the Summary Compensation Table (column 1). |
Pay versus Performance Table
| (4) For 2024, 2023 and 2022, the Non-PEO NEOs included Mr. Wiseman and Mr. Shockey. |
Pay versus Performance Table
As discussed above in the “Executive Compensation Components and Analysis” section of this Proxy Statement, the compensation payable to the PEO and other NEOs consists primarily of base salary and bonus. As that discussion also explains, the bonuses payable to participants are based on (i) the performance of the Company and its subsidiaries as measured against specific performance targets; and (ii) each employee’s individual performance. Under the Company’s compensation program, 2024 bonus amounts and goals were based on net income, average loans, the efficiency ratio and asset quality. The Company’s Board of Directors approves the bonuses payable to the executive officers under the bonus program based upon the recommendation of the Compensation Committee.
Pay versus Performance Table
| • | Compensation actually paid to the PEO (Mr. Miller) increased from $599,845 in 2023 to $615,214 in 2024, an increase of 2.56%. The increase was largely related to an increase in base salary due to an annual merit increase based on individual and Company performance. Average compensation actually paid to non-PEO NEOs (Mr. Wiseman and Mr. Shockey) decreased from $598,360 in 2023 to $502,155 in 2024, a decrease of 16.08%. The decrease was largely impacted by the reduction in Mr. Wiseman’s working schedule, which began in 2024. For the same period, net income decreased from $12,631,000 in 2023 to $10,999,000 in 2024, a decrease of 12.92% and TSR increased from $85.78 in 2023 to $93.54 in 2024, an increase of 9.05%. TSR is not a component in determining compensation, but net income, as well as other performance measures, are considered when measuring individual performance and bonus compensation. In relation to the decrease in net income, the bonus component of compensation actually paid to the PEO decreased 5.00% from the prior year. The bonus component for non-PEO NEOs decreased 5.00%from the prior year for Mr. Wiseman and remained unchanged for Mr. Shockey. This decrease in incentive compensation has a general degree of correlation to the decrease in net income experienced during 2024. Please see the Compensation Discussion and Analysis for additional information on measures and factors considered in setting NEO compensation. |
Director Compensation
Director Compensation All of the directors of the Company also serve as directors of the Bank. Members of the Board of Directors of the Company receive compensation for their services rendered as directors of the Bank, not the Company. In 2024, each director who was not an employee of the Company or any of its subsidiaries received $750 per month for his or her service as a member of the Board of Directors of the Bank. Directors who were employees of one of the subsidiaries of the Company received $350 per month in 2024 for their services. In addition, each director of the Bank received an annual retainer of $22,000 in 2024. This figure is pro-rated for time served for new or retiring members. In January 2010, the independent directors appointed David W. Thomas as Lead Independent Director. The Lead Independent Director’s responsibilities are to chair Board and committee meetings in the absence of the Chief Executive Officer as well as chair the monthly meetings of the independent directors. In addition to the fees outlined above, Mr. Thomas will receive $18,000 for his services as Lead Independent Director in 2025. Each non-employee director who was a member of the Executive Committee of the Bank (Anna P. Barnitz, Brent R. Eastman, Brent A. Saunders, K. Ryan Smith, and David W. Thomas) received fees of $40,695 in 2024. This figure is pro-rated for time served for new and retired members. Executive Committee members who are employees of the Bank receive no compensation for serving on the Executive Committee. The Executive Committee of the Bank met 28 times in 2024. The Company maintains a life insurance policy for all directors with a death benefit of two times annual director fees at time of death, reduced by 35% at age 65 and 50% at age 70. The life insurance policies terminate upon retirement. Messrs. Miller and Wiseman, as employees of the Bank, are excluded from this benefit under the terms of the Bank’s group term life insurance program. In December 1996, life insurance contracts were purchased by the Company for all directors and certain officers, and additional contracts have been purchased as new directors and officers have joined the Company. The Company is the owner of the contracts. The purpose of these contracts was to replace a current group life insurance program for executive officers, implement a deferred compensation plan for directors and executive officers, implement a director retirement plan, and implement a supplemental retirement plan for certain officers. For a description of the director retirement and deferred compensation agreements, see “Compensation Program – Director Retirement Plan” and “Compensation Program – Director Deferred Fee Plan”. The following table summarizes the compensation paid to directors (except those included in the Summary Compensation Table) for the fiscal year ended December 31, 2024:
Director Compensation for 2024
Director Compensation for 2024
Director Compensation for 2024
| Name | Fees Earned or Paid in Cash ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | (a) | (b) | (c) (1) | (d) (2) | (e) | | Anna P. Barnitz | $71,695 | $9,961 | $334 | $81,990 | | Kimberly A. Canady | 31,000 | 19,054 | 98 | 50,152 | | Brent R. Eastman | 71,695 | 11,693 | 334 | 83,722 | | Seth I. Michael | 23,250 | 11,693 | 334 | 35,277 | | Edward J. Robbins | 31,000 | 12,137 | 144 | 43,281 | | Edward B. Roberts | 31,000 | 4,544 | 144 | 35,688 | | Brent A. Saunders | 71,695 | 17,181 | 23,217(3) | 112,093 | | K. Ryan Smith | 68,304 | 6,098 | 144 | 74,545 | | David W. Thomas | 89,695 | 19,710 | 421 | 109,826 |
Director Compensation for 2024
| (1) Consists of the change during 2024 in the actuarial present value of the director’s accumulated benefit under the director retirement plan. |
Director Compensation for 2024
| (2) Consists of the incremental cost of group term life insurance coverage on the lives of the directors, Service Awards for serving as a director for a certain number of years. |
Director Compensation for 2024
| (3) Includes retainer fees received by Mr. Saunders totaling $23,000 for legal services during 2024. |