DEF 14A of Lcnb Corp
Filed Mar 12, 2026 · FY20250001437749-26-007964
PROPOSAL 1. ELECTION OF DIRECTORS
PROPOSAL 1. ELECTION OF DIRECTORS LCNB’s Code of Regulations (i.e. bylaws) provide that its business shall be managed by a Board of Directors of not less than five nor more than fifteen persons. LCNB’s Amended Articles of Incorporation divide such directors into three classes as nearly equal in number as possible and set their terms at three years. The Board of Directors currently has eleven members, with Class I having three members, Class II having four members, and Class III having four members. Assuming that at least a majority of the issued and outstanding Common Shares are present at the meeting so that a quorum exists, the nominees for Class III directors receiving the most votes will be elected as directors. The Board of Directors has nominated: William H. Kaufman Mary E. Bradford William (“Rhett”) G. Huddle Craig M. Johnson The nominees have been nominated to serve as Class III directors until the 2029 annual meeting of shareholders and until their respective successors are elected and qualified. Each of the nominees are incumbent directors whose present terms will expire at the 2026 annual meeting. Please see the narrative under the heading “Director and Nominee Qualifications” beginning on page 12 of this Proxy Statement for additional discussion of the qualifications of each director nominee and continuing director. It is intended that Common Shares represented by the accompanying form of proxy will be voted FOR the election of the nominees, unless contrary instructions are indicated as provided on the proxy card. If you do not wish your shares to be voted for particular nominees, please so indicate on the proxy card. If one or more of the nominees should at the time of the meeting be unavailable or unable to serve as a director, the shares represented by the proxies will be voted to elect the remaining nominees and any substitute nominee or nominees designated by the Board of Directors. The Board of Directors knows of no reason why any of the nominees will be unavailable or unable to serve. At this time, it is not known whether there will be cumulative voting for the election of directors at the meeting. If any shareholder properly demands cumulative voting for the election of directors at the meeting, your proxy will give the individuals named on the proxy full discretion and authority to vote cumulatively and in their sole discretion to allocate votes among any or all of the nominees, unless authority to vote for any or all of the nominees is withheld. The following table sets forth information concerning the nominees for the Class III directors of LCNB.
PROPOSAL 1. ELECTION OF DIRECTORS
| Name | Age | Principal Occupation | Positions Held with LCNB | Director of LCNB or Bank Since | Term To Expire | | William H. Kaufman | 82 | Attorney at Law, Kaufman & Florence | Director | 1982 | 2026 | | Mary E. Bradford | 70 | Former IT Executive, GE Aviation | Director | 2018 | 2026 | | William (“Rhett”) G. Huddle | 70 | Former CEO of Columbus First Bank | Director | 2018 | 2026 | | Craig M. Johnson | 70 | Certified Public Accountant | Director | 2019 | 2026 |
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors unanimously recommends that shareholders vote FOR the election of each of the director nominees.
DIRECTORS AND EXECUTIVE OFFICERS
DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth information concerning the directors, nominees for director and executive officers of LCNB. Included in the table is information regarding each person’s principal occupation or employment during the past five years.
DIRECTORS AND EXECUTIVE OFFICERS
| Name, Age | Principal Occupation | Positions Held with LCNB | Director of LCNB or Bank Since | Term to Expire | | Robert C. Haines II, 53 | Banker, President | President | N/A (1) | N/A | | Eric J. Meilstrup, 58 | Banker, Chief Executive Officer, and Former President of LCNB | Director, Chief Executive Officer | 2018 | 2027 | | Spencer S. Cropper, 53 | Certified Public Accountant for The Ralph J. Stolle Company | Director, Chairman of the Board | 2006 | 2027 | | Steve P. Foster, 73 | Former President and CEO of LCNB | Director | 2005 | 2028 | | Mary E. Bradford, 70 | Former IT Executive, GE Aviation | Director | 2018 | 2026 | | Stephen P. Wilson, 75 | Ohio State Senator, Former CEO of LCNB | Director | 1982 | 2027 | | William (“Rhett”) G. Huddle, 70 | Former President and CEO of Columbus First Bank | Director | 2018 | 2026 | | Craig M. Johnson, 70 | Certified Public Accountant | Director | 2019 | 2026 | | Michael J. Johrendt, 72 | Attorney at Law, Johrendt Law | Director | 2018 | 2028 | | William H. Kaufman, 82 | Attorney at Law, Kaufman & Florence | Director | 1982 | 2026 | | Anne E. Krehbiel, 71 | Attorney at Law, Krehbiel Law Office | Director, Secretary | 2010 | 2028 | | Takeitha W. Lawson, 46 | Franchise Owner & Operator, Former CFO of Cincinnati-Hamilton County Community Action Agency | Director | 2021 | 2028 | | Jeff D. Meeker, 62 | Banker | Executive Vice President, Chief Lending Officer | N/A | N/A | | Lawrence P. Mulligan Jr., 57 | Banker | Executive Vice President, Chief Operating Officer | N/A | N/A | | Michael R. Miller, 68 | Banker | Executive Vice President, Trust Officer | N/A | N/A | | Bradley A. Ruppert, 50 | Banker | Executive Vice President, Chief Investment Officer | N/A | N/A | | Patricia Walter, 51 | Banker | Executive Vice President, Chief Risk Officer | N/A | N/A | | Andrew Wallace, 34 | Banker | Executive Vice President, Chief Financial Officer | N/A | N/A |
DIRECTORS AND EXECUTIVE OFFICERS
| (1) Mr. Haines joined the board of LCNB National Bank in 2025. |
Director and Nominee Qualifications
Director and Nominee Qualifications The Nominating & Corporate Governance Committee (“Nominating Committee”) of our Board of Directors considers candidates to fill new directorships created by expansion and vacancies that may occur and makes recommendations to the Board of Directors with respect to such candidates. There is one vacancy on the Board. The Board has not adopted a policy with respect to minimum qualifications for directors, rather the Nominating Committee evaluates each individual in the context of the board as a whole and with the objective of recommending a group of persons that can best implement our business plan, perpetuate our business and represent shareholder interests. The Nominating Committee, in making its nominations, considers all relevant qualifications of candidates for board membership, including, among other things, factors such as an individual’s business experience, industry knowledge and experience, financial background, breadth of knowledge about issues affecting the Company, public company experience, regulatory experience, diversity, current employment and other board memberships, and whether the candidate will be independent under the listing standards of the NASDAQ Stock Market (“NASDAQ”). In some cases, the Nominating Committee may require certain skills or attributes, such as financial or accounting experience, to meet specific Board needs that arise from time to time. In the case of incumbent directors whose terms of office are set to expire, the committee also reviews such director’s overall service to the Company during his or her term and any relationships and transactions that might impair such director’s independence. The following table provides certain information, as of the date of this proxy statement, concerning each of this year’s nominees for election as a Class III director of LCNB, and each director candidate has been recommended by the Nominating Committee. Unless otherwise indicated, each individual has had the same principal occupation for more than five years. Each individual also serves as a director of the Bank.
Class III Directors
Class III Directors
Class III Directors
| William H. Kaufman Age: 82 Director Since: 1982 Term Expires: 2026 | In addition to his perspectives gained as a long-tenured board member of LCNB Corp., William H. Kaufman oversees operational legal matters and real estate closings for LCNB National Bank from his seat on the Board. Mr. Kaufman is former senior partner of Kaufman & Florence in Lebanon, Ohio, and is presently Of Counsel at the firm. A graduate of the Northern Kentucky University Salmon P. Chase College of Law, he began his career as an attorney with Young and Jones, a legacy firm to Kaufman & Florence. He has extensive litigation experience in insurance cases and commercial disputes. He is a former Mayor of the City of Lebanon and was elected to two terms as Judge of Lebanon Municipal Court. Mr. Kaufman is the Assistant Secretary for the Board. |
Class III Directors
| Mary E. Bradford Age: 70 Director Since: 2018 Term Expires: 2026 | Mary E. Bradford provides a unique contribution to the LCNB Corp. Board through her expertise in information technology. She joined the Board in 2018 and is a retired IT executive who spent 31 years with GE Aviation. Ms. Bradford built her career implementing information technology solutions for the Finance, Engineering, Supply Chain, and Military & Commercial Sales teams at GE. In her role as the GE Aviation Systems Chief Information Officer Ms. Bradford was responsible for establishing the information security framework for Aviage, a joint venture with the Aviation Industry Corporation of China (AVIC), with operations in the U.S. and China. Mary co-led the GE Women’s Network Cincinnati Hub for a two-year term and represented GE on the Miami University Department of Information Systems & Analytics Advisory Board for many years. Ms. Bradford is a Phi Beta Kappa graduate of Miami University in Oxford, Ohio, and holds an MBA with a concentration in Information Systems from Xavier University in Cincinnati, Ohio. Ms. Bradford contributes her expertise to the Bank’s Technology Committee. Ms. Bradford also volunteers as the President of the St. Vincent de Paul conference at her local parish. Ms. Bradford is a member of the Audit, Compensation, Nominating & Corporate Governance, and Technology Committees. | | William (“Rhett”) G. Huddle Age: 70 Director Since: 2018 Term Expires: 2026 | William (“Rhett”) G. Huddle offers expertise in both legal and banking matters to LCNB Corp. as the result of a successful professional career. Joining the LCNB Corp. board upon the acquisition of Columbus First Bank Corp, Inc., Mr. Huddle was the lead in the formation of Columbus First. He served as Chairman and CEO of the bank from 2007 until June 2018. Mr. Huddle previously served in both executive and governing roles of several banks in the Columbus market. He was also an associate with BakerHostetler law firm for five years. Mr. Huddle is a graduate of Princeton University and The Ohio State University Moritz College of Law. Mr. Huddle is a member of the Trust and Loan Committees. |
Class III Directors
| Craig M. Johnson Age: 70 Director Since: 2019 Term Expires: 2026 | Craig M. Johnson provides financial counsel to the LCNB Corp. Board through his extensive experience in public accounting and banking. Mr. Johnson is a Certified Public Accountant with nearly 40 years’ experience in both public accounting and private industry. Mr. Johnson retired as Principal from the accounting firm of Clark Schaefer Hackett & Co. Prior, he served as Partner at J.D. Cloud & Co. LLP. He previously held a position at an international public accounting firm and was local market controller for a large regional bank. Mr. Johnson is a member of the Ohio Society of Certified Public Accountants and the AICPA. He serves the community as a Board Member and past Treasurer of the Clifton Cultural Arts Center and sits on the Finance Committee of Clifton United Methodist Church and the Audit Committee of Easter Seals TriState. Mr. Johnson is Chair of the Audit Committee of LCNB, and also sits on the Compensation and Nominating & Corporate Governance Committees. Mr. Johnson is a graduate of Purdue University and holds an MBA with an accountancy concentration from Miami University, Oxford, Ohio. |
Class III Directors
The following table gives certain information, as of the date of this Proxy Statement, concerning the current Class I and Class II directors of LCNB who will continue to serve after the annual meeting. Unless otherwise indicated, each individual has had the same principal occupation for more than five years. Each individual also serves as a director of the Bank.
Class I Directors
Class I Directors
Class I Directors
| Spencer S. Cropper Age: 53 Director Since: 2006 Term Expires: 2027 | Spencer S. Cropper’s career in accounting and investment provides a wealth of insight to his role as Chair of the LCNB Corp. Board. The Chairman of LCNB Corp. and LCNB National Bank since 2019, Mr. Cropper is employed by and on the Board of Directors of the Ralph J. Stolle Companies. Mr. Cropper is also a Trustee of Turtlecreek Township located in Warren County, Ohio. Mr. Cropper is a Certified Public Accountant, and a member of the Ohio Society of Certified Public Accountants and the AICPA. He serves on the Board of Directors and Board of Trustees for the Ralph J. Stolle Countryside YMCA as well as the Board of Trustees for the Warren County Foundation. Mr. Cropper serves on the Audit, Pension, Compensation, and the Nominating & Corporate Governance Committees. |
Class I Directors
| Eric J. Meilstrup Age: 58 Director Since: 2018 Term Expires: 2027 | Eric J. Meilstrup offers extensive bank management expertise and market-specific knowledge to his seat on the Board of LCNB Corp. The Chief Executive Officer of LCNB Corp. and LCNB National Bank, Mr. Meilstrup has been with the Bank for 36 years, the last 21 as a member of its Executive team. He has served in several roles over his LCNB career including oversight of Deposit Operations, Branch Operations, Human Resources, Training, and Customer Service functions. Mr. Meilstrup serves on the Countryside YMCA Board (past Chair) and is a Trustee for the same organization. He is a board member of the Warren County Foundation, the West Side Church of Christ, a member of the Warren County Career Center District Business Advisory Committee and a current and charter member of the Lebanon Optimist Club. Mr. Meilstrup is a member of the Pension Committee. | | Stephen P. Wilson Age: 75 Director Since: 1982 Term Expires: 2027 | As the former CEO and Chairman of LCNB National Bank, Stephen P. Wilson brings both banking industry expertise and institutional knowledge to the LCNB Corp. Board. Mr. Wilson joined the LCNB staff in 1975 and served as Chief Executive Officer of LCNB and the Bank from 1992 through 2015. He is a Past Chairman of the American Bankers Association and a former board member of the Federal Reserve Bank of Cleveland. Mr. Wilson has represented the Ohio 7th District in the Ohio State Senate since 2017. He is a board member and treasurer of AAA Club Alliance, a Trustee of the Ralph J. Stolle Countryside YMCA, a board member of the Warren County Foundation, and a member of the Area Progress Council. He is also former Vice Chair of Warren Co. Port Authority and a former trustee of Miami University. Mr. Wilson serves on the Trust and Pension Committees. |
Class II Directors
Class II Directors
Class II Directors
| Steve P. Foster Age: 73 Director Since: 2005 Term Expires: 2028 | A diverse career within the banking industry provides Steve P. Foster with the ability to provide insight in a breadth of areas to the Board of LCNB Corp. Mr. Foster is the former Chief Executive Officer of both LCNB Corp. and LCNB National Bank, a position he held from 2015 until retirement in 2019. He joined LCNB National Bank in 1977 and served as internal auditor, branch manager, and loan officer. He founded the Information Technology Department and served as Chief Financial Officer and President. Mr. Foster is a former Chair of the Ohio Bankers League, one of the strongest financial trade associations in the country. He serves on the Trust Committee, the Pension Committee, and the Loan Committee. |
Class II Directors
| Anne E. Krehbiel Age: 70 Director Since: 2010 Term Expires: 2028 | Anne E. Kriehbiel’s distinguished career as an attorney and firm principal provides a valuable perspective on legal matters and business management to the Board of LCNB Corp. Earning a J.D. from the University of Cincinnati in 1980, Ms. Krehbiel worked at US Bank, and practiced law in several capacities, prior to founding Krehbiel Law Offices in 1998. She is certified by the Ohio State Bar Association as a Specialist in Estate Planning, Trust and Probate law. Ms. Krehbiel is involved in the Bank’s community through the Warren County Bar Association, the Lebanon Rotary Club, the Cincinnati Zoo and Botanical Garden and other volunteer and philanthropic activities. Her familiarity with the local and regional community provides valuable insights. Ms. Krehbiel is the Corporate Secretary for LCNB Corp., chairs the Compensation Committee, and serves on the Audit and Nominating & Corporate Governance Committees. | | Michael J. Johrendt Age: 72 Director Since: 2018 Term Expires: 2028 | Expertise in law and commercial real estate are among Michael J. Johrendt’s significant contributions to the LCNB Corp. Board. A graduate of The Ohio State University Moritz College of Law, Mr. Johrendt practices business and tax law as a principal in the law firm Johrendt Law, based in Columbus, Ohio. Mr. Johrendt previously owned and operated a commercial real estate company. Mr. Johrendt previously served as a Director of Columbus First Bank from August 2007 until its merger with and into LCNB National Bank in May 2018. Mr. Johrendt has also served as Vice-Chair of the Ohio Board of Tax Appeals. Mr. Johrendt chairs the Nominating & Corporate Governance Committee and serves on the Compensation Committee. | | Takeitha W. Lawson Age: 46 Director Since: 2021 Term Expires: 2028 | Takeitha (Kei) Lawson brings corporate finance and investor relations expertise to her role on the Board of LCNB Corp. Ms. Lawson is the Co-Founder of Columbia May, LLC, a company dedicated to investing in and operating small businesses and franchise ventures. She previously served as Chief Financial Officer of the Cincinnati Hamilton County Community Action Agency and has held leadership roles in finance and operations for some of the nation’s most well-known companies, including DuPont, Lockheed Martin, Lexmark, and Cincinnati Bell, where she guided the Investor Relations strategy. She holds a B.S. in Finance from Temple University, an MBA from Drexel University, and has earned Six Sigma Green Belt certification. She has also completed the Bank Director Certification Program, which equips corporate directors with the knowledge and tools necessary to strengthen governance and oversight in the financial services industry. Extremely active in the Cincinnati community, Ms. Lawson is known for serving on non-profit boards in the treasury capacity, including Jack & Jill of America, Inc. (Cincinnati), Women Helping Women and Junior League of Cincinnati. Currently, she is a member of the Cincinnati Ballet Board of Trustees. Ms. Lawson serves the LCNB board through her participation on the Audit Committee, Compensation Committee, and the Nominating & Corporate Governance Committee. |
BOARD OF DIRECTORS MEETINGS, COMMITTEES, AND COMPENSATION
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-equity incentive plan compensation ($) | Change in pension value and nonqualified deferred compensation earnings | All other compensation ($) | Total ($) | | Eric J. Meilstrup | $0 | $0 | $0 | $0 | $0 | $0 | $0 | | Spencer S. Cropper | $55,661 | $17,000 | $0 | $0 | $0 | $0 | $72,661 | | Steve P. Foster | $40,782 | $17,000 | $0 | $0 | $0 | $0 | $57,782 | | Stephen P. Wilson | $38,052 | $17,000 | $0 | $0 | $0 | $0 | $55,052 | | Mary E. Bradford | $45,150 | $17,000 | $0 | $0 | $0 | $0 | $62,150 | | William (“Rhett”) G. Huddle | $40,782 | $17,000 | $0 | $0 | $0 | $0 | $57,782 | | Craig M. Johnson | $43,848 | $17,000 | $0 | $0 | $0 | $0 | $60,848 | | Michael J. Johrendt | $38,493 | $17,000 | $0 | $0 | $0 | $0 | $55,493 | | William H. Kaufman | $31,500 | $17,000 | $0 | $0 | $0 | $0 | $48,500 | | Anne E. Krehbiel | $42,273 | $17,000 | $0 | $0 | $0 | $0 | $59,273 | | Takeitha W. Lawson | $38,598 | $17,000 | $0 | $0 | $0 | $0 | $55,598 | | Robert A. Bedinghaus | $34,881 | $17,000 | $0 | $0 | $0 | $0 | $51,881 |
2025 Executive Compensation Highlights
| ● | 2025 Short-Term Incentives/Cash Bonuses: Based on our 2025 company financial performance, the NEOs earned short-term incentives equal to 10.75% of base salary, with the exception of Mr. Meilstrup and Mr. Haines who received short-term incentives equal to 13.75% of base salary. Based on their individual performance, all NEOs, with the exception of Mr. Meilstrup and Mr. Haines, received an incentive equal to 4.8% of base salary. The target payout amount was set at 11.2% of base salary with the maximum opportunity set at 21% of base salary based on Net Income and Efficiency Ratio performance metrics. Additionally, the target payout amount included another 5.20% of base salary with the maximum opportunity set at 9% of base salary based on individual performance (total of 16.40% of salary at target performance and 30% of salary at maximum performance). |
2025 Executive Compensation Highlights
| ● | 2025 Long-Term Incentives: Equity grants were issued at 16% of base salary for all NEOs, with the exception of Mr. Meilstrup and Mr. Haines who received 24% of base salary. The target amount for all NEOs was set at 20% of base salary with the maximum opportunity set at 40% of base salary, with the exception of Mr. Meilstrup and Mr. Haines whose target amounts were 30% of base salary with a maximum opportunity set at 60% of base salary. |
Summary of Executive Compensation Practices
| ● | Periodically, compare our NEO compensation levels to the market and take these results into consideration when making compensation related decisions. | | ● | Provide our NEOs with a performance-based cash incentive plan on an annual basis. | | ● | Grant full-value equity awards to each of our NEOs with multi-year vesting provisions. | | ● | Provide each of our NEOs with deferred compensation programs to encourage retention and promote stability in our executive group. | | ● | Utilize the assistance of an outside independent compensation consultant to assist our Compensation Committee with gathering market data and best practices information. |
What Guides Our Compensation Programs
| ● | Establish base salaries between the 25th and 75th percentiles of market for comparable positions within a peer group of companies in the banking industry. If an executive officer is meeting performance expectations, he or she will likely have a base salary level near the market median. In addition, if an executive officer is experienced, high performing, performing significant additional duties, or brings a specific knowledge base to the organization, he or she may have a salary level near the 75th percentile of market. If an executive is new to a position or recently promoted they may have a salary level closer to the 25th percentile of the market. |
What Guides Our Compensation Programs
| ● | Provide long-term incentives/equity and deferred compensation plans and arrangements that encourage the retention of our proven team of executive officers. |
Engagement of Independent Compensation Consultant
Engagement of Independent Compensation Consultant The Compensation Committee has the sole authority to engage the services of any compensation consultant or advisor. Since 2013, the Committee has periodically engaged the services of Blanchard Consulting Group (“BCG”), an independent compensation consulting company focused on the banking industry. BCG was hired directly by the Compensation Committee and does not provide any other services to LCNB beyond independent compensation consulting services. The Committee considered all relevant factors, including those set forth in Rule 10C-1(b)(4)(i) through (vi) under the Securities Exchange Act of 1934 in determining that BCG’s work does not raise a conflict of interest. BCG reports directly to the Committee, and management has not retained its own consultant. BCG periodically attends meetings of the Committee, physically or by phone, and with or without management present. BCG assists the Committee in, among other things, analyzing current compensation conditions in the marketplace generally and among our peers specifically, and assessing the competitiveness and appropriateness of compensation levels for our NEOs and Directors. For the Committee’s use in 2025, BCG produced a comprehensive review of director compensation. In 2024, the Committee engaged BCG to conduct an executive compensation review that was used to assist with comparisons to market of LCNB’s 2024 executive compensation levels as well as provide compensation data to assist with 2025 compensation related decisions. Peer Group Banks – 2025 Director Compensation Study The peer group banks utilized in the 2025 director compensation review performed by BCG included the following banks. This represents an update to the peer group utilized in the 2024 executive compensation review and historical compensation studies performed by BCG. The peer group was updated to reflect merger and acquisition activity and to include companies that most closely match LCNB:
Engagement of Independent Compensation Consultant
| Peoples Financial Services Corp. (PA) | First Savings Financial Group, Inc. (IN) | | Civista Bancshares, Inc. (OH) | Finward Bancorp (IN) | | Farmers & Merchants Bancorp, Inc. (OH) | Norwood Financial Corp. (PA) | | Independent Bank Corporation (MI) | Isabella Bank Corporation (MI) | | ACNB Corporation (PA) | CF Bankshares Inc. (OH) | | Citizens & Northern Corporation (PA) | LINKBANCORP, Inc. (PA) | | ChoiceOne Financial Services, Inc. (MI) | Middlefield Banc Corp. (OH) | | Fidelity D & D Bancorp, Inc. (PA) | SB Financial Group, Inc. (OH) | | Citizens Financial Services, Inc. (PA) | Farmers National Banc Corp. (OH) | | Meridian Corporation (PA) | Penn Woods Bancorp, Inc. (PA) |
Engagement of Independent Compensation Consultant
For the 2024 review of executive compensation against benchmarking data, the Committee reviewed the following summary by BCG:
Engagement of Independent Compensation Consultant
| ● | Total director compensation per average director; |
Engagement of Independent Compensation Consultant
| ● | Total compensation for all non-employee directors; and |
Engagement of Independent Compensation Consultant
| ● | Various other director compensation components such as annual retainers (cash and or equity), equity grants, per meeting fees (board and committee), and additional chair fees(board and committee) |
Engagement of Independent Compensation Consultant
BCG’s 2025 assessments of LCNB’s director compensation practices concluded that:
Engagement of Independent Compensation Consultant
| ● | Consistent with previous studies, comparisons to the peer group/market 50th percentile were appropriate |
Engagement of Independent Compensation Consultant
| ● | Total compensation per average director was between the peer group 25th and 50th percentiles |
Engagement of Independent Compensation Consultant
| ● | Total compensation for all non-employee directors was near the market median (50th percentile); and |
Engagement of Independent Compensation Consultant
| ● | The primary reasons for total compensation per average director being below median level was due to below market cash fees (cash retainer paid for board and committee service). |
Engagement of Independent Compensation Consultant
The Committee reviewed the findings from the BCG director compensation study and made some adjustments to the director compensation package in 2025. These changes are reflected and discussed in the Director Compensation Table and related narratives earlier in this proxy statement. The Committee will plan to conduct an executive compensation study in 2026 to continue with the every other year cycle of these reviews.
Annual Cash Incentives
Annual Cash Incentives On October 27, 2025, the Committee recommended to the Board of Directors new performance measures under the annual cash incentive program. The program is designed to reward NEOs for meeting certain goals set annually by the Committee. The NEOs may earn a target payout amount of 11.2% of base salary with the maximum award opportunity level set at 21% of base salary based on Net Income and Efficiency Ratio metrics. In addition, the NEOs have the potential to earn an additional target payout amount of 5.2% of base salary with the maximum award opportunity level set at 9% of base salary based on individual performance metrics (total of 16.40% of salary at target performance and 30% of salary at maximum performance). All annual cash incentives are subject to the Company’s Clawback Policy, as it may be amended from time to time, and is described in further detail under the heading “Clawback Policy.” The individual performance goals are tied to each NEO’s strategic planning goals as defined in the LCNB Strategic Plan. The individual performance measures are unique to each NEO and consist of quantitative and qualitative measures. The individual objectives were designed to complement LCNB’s corporate goals and strategic plan for 2025, particularly the Board’s goals related to overall growth of LCNB. These individual objectives, which are described below, are designed to grow core earnings while managing risk, which will, in turn, promote the long-term interests of LCNB’s shareholders. The Committee believes that these goals properly incentivized the NEOs to implement and attain the long-term strategic objectives of LCNB, including overall growth and high performance of key metrics. The Committee establishes goals for the CEO and delegates establishing goals for the remainder of the NEOs to the CEO. Individual performance metrics were established for each NEO by the CEO and President, the nature of which differed depending upon the NEO’s job responsibilities. The individual performance metrics included:
Annual Cash Incentives
| (i) for Mr. Meilstrup, setting, refining and executing the strategic direction of LCNB; hiring and developing the senior management team and building a client-focused culture; and promoting LCNB externally to shareholders, stock analysts and potential acquisition targets; |
Annual Cash Incentives
| (ii) for Mr. Wallace, developing robust financial reporting, branch profitability, line of business profitability and pricing model accuracy; executing LCNB’s strategic plan, balancing acquisitions and organic growth; and strengthening communications among executive management, directors and investors regarding financial performance and future risks and opportunities of LCNB; |
Annual Cash Incentives
| (iii) | for Mr. Haines, overseeing and executing LCNB’s day‑to‑day banking operations in alignment with the Company’s strategic plan; driving organic growth across commercial, retail, and wealth management lines of business; improving operating efficiency, credit quality, and customer experience across the franchise; leading the integration and optimization of acquired institutions; and developing operational talent while reinforcing a disciplined, community‑focused banking culture; |
Annual Cash Incentives
| (iv) for Mr. Miller, managing the growth of the Bank’s Wealth Management area and communicate and assist the trust officers with attaining or exceeding the budgeted goal; participating as a member of the Bank’s trust committee with a goal of helping to monitor compliance with the current bank regulations; participating as a member of the Bank’s senior management team; executing LCNB’s strategic plan; and promoting the Bank in the communities that the Bank serves; and |
Annual Cash Incentives
| (v) for Mr. Ruppert, supervise and maximize the return on the security portfolios of the holding company, the Bank, and the trust department; participate as a member of the Bank’s trust committee with a goal of helping to monitor compliance with the current bank regulations; encourage and supervise the Bank’s brokerage operation; support shareholder relations by acting as one of LCNB’s primary contacts with LCNB’s transfer agent; participate as a member of the Bank’s senior management team; executing LCNB’s strategic plan and promoting the Bank in the communities that the Bank serves. |
Equity Incentives
Equity Incentives At the 2025 annual meeting of shareholders, the Company’s shareholders voted to approve the 2025 Ownership Incentive Plan (the “2025 Plan”). The 2025 Plan replaced the previous equity plan that expired in 2024. The 2025 Plan is a result of significant discussions, market analysis, and cost modeling. All awards granted under the 2025 Plan are subject to the Company’s “Clawback Policy” as it may be amended from time to time. During fiscal year 2025, 13,382 equity awards were granted to NEOs under the 2025 Plan based on the achievement of the 2025 performance metrics. In 2022, the Committee recommended to the Board of Directors the implementation of specific performance measures with respect to future equity grants under any equity plans. In 2024, the Board of Directors used the following metrics to determine the equity grants for the NEOs: (i) earnings per share, (ii) efficiency ratio, (iii) return on average assets, and (iv) total assets under management growth, which were based on the Board approved budget. The Committee established a range of awards based on the achievement of the goals. The awards are calculated using a percentage that is applied to each NEO’s salary to arrive at a calculated number of shares. The NEOs’ targets are set at 20% of salary and a maximum of 40% of base salary, with the exception of Mr. Meilstrup whose target amount was 30% of base salary with the maximum opportunity set at 60% of base salary. The dollar amounts that are earned are converted to a specific number of shares based on the value of the shares on the date of grant. The shares will be granted from the 2025 Plan that was approved by LCNB’s shareholders. The Committee does not take material nonpublic information into account when determining the timing and terms of an option award.
Equity Grants Based on Achievement For 2024 Performance
Equity Grants Based on Achievement For 2024 Performance For 2024, LCNB earned $0.88 per share, had a 77.77% efficiency ratio, a 0.57% ROAA, and assets under management growth of 8.94%. This translated into an equity grant award of 12% of base salary for each NEO, with the exception of Mr. Meilstrup whose award was 18% of base salary, which represented below target performance compared to the plan target. The equity grants were awarded in 2025.
Analysis of Total Mix of Compensation
Analysis of Total Mix of Compensation The Board of Directors feel that the combination of making annual cash incentive/bonus payments based upon specific goals for each NEO and separate cash incentive/bonus payments tied to earnings goals for the Company provide the necessary incentives to reach the Company’s objectives. The cash incentive payments and the base salary together can provide the NEOs with a compensation package that is competitive with peers. Additionally, the 2025 Plan provides the Company with the ability to better balance executive compensation between short-term components (base salary and annual cash incentives) and longer-term components (equity incentives) by providing the Committee with the ability to grant equity awards. In recent years, equity grants in the form of restricted shares have provided additional variable compensation that promotes retention and ties the NEOs interests to the shareholders of the Company. Another longer-term compensation program that is available to NEOs is the non-qualified deferred compensation benefit plan. We feel that our NEOs have valuable compensation components available at various levels that promote short-term, mid-term, and long-term achievement of goals and financially reward our NEOs for accomplishing the goals of the Company.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary($) | Restricted Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Non-Qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Eric J. Meilstrup | 2025 | 500,000 | 84,607 | N/A | 68,750 | 190,241(2) | 49,257(3) | 892,855 | | Chief Executive Officer, | 2024 | 470,000 | 84,045 | N/A | 0 | 6,476 | 31,168 | 591,689 | | Director | 2023 | 431,000 | 154,050 | N/A | 40,945 | 156,800 | 38,807 | 821,601 | | Robert C. Haines II | 2025 | 298,875 | 33,843 | N/A | 41,095 | 106,671(2) | 45,737(3) | 526,222 | | President | 2024 | 282,000 | 34,840 | N/A | 14,100 | 2,569 | 33,268 | 366,778 | | | 2023 | 268,000 | 65,000 | N/A | 38,860 | 78,167 | 31,753 | 481,780 | | Andrew Wallace (4) | 2025 | 204,041 | 11,403 | N/A | 31,729 | - | 15,215(3) | 262,388 | | Executive Vice President and Chief Financial Officer | | | | | | | | | | Michael R. Miller | 2025 | 292,000 | 33,843 | N/A | 45,406 | 4,319(2) | 22,746(3) | 398,314 | | Executive Vice President and | 2024 | 282,000 | 34,840 | N/A | 14,100 | 2,424 | 19,031 | 352,395 | | Trust Officer | 2023 | 268,000 | 65,000 | N/A | 38,860 | 982 | 17,481 | 390,323 | | Bradley A. Ruppert | 2025 | 274,000 | 31,682 | N/A | 42,607 | 78,399(2) | 36,632(3) | 463,318 | | Executive Vice President and | 2024 | 264,000 | 32,500 | N/A | 13,200 | 1,379 | 28,676 | 339,756 | | Chief Investment Officer | 2023 | 250,000 | 60,320 | N/A | 36,250 | 52,245 | 27,502 | 426,320 |
SUMMARY COMPENSATION TABLE
| (1) See “Terms of Restricted Share Grants” below for a description of the terms of the grants of restricted shares shown in the Restricted Stock Awards column. The amounts in the Restricted Stock Awards column are the aggregate grant date fair values computed in accordance with FASB ASC Topic 718. Assumptions used in determining fair value are disclosed in the footnote “Stock-Based Compensation” located in LCNB’s Annual Report in Form 10-K for the year ended December 31, 2025. |
SUMMARY COMPENSATION TABLE
| (2) Includes above market interest paid on the non-qualified deferred compensation plan as follows: Mr. Meilstrup, $11,466; Mr. Haines, $4,636; Mr. Miller, $4,319; and Mr. Ruppert, $2,518. The above market interest rate is calculated by subtracting 120% of the federal long-term rate (5.47%) from the rate paid by the Bank on the deferred compensation funds (currently 8%). The resulting difference of 2.53% was used to calculate the above market interest disclosed in the above table. Also includes the change in aggregate increase/decrease in the actuarial present value of the officer’s accumulated benefit under the Bank’s defined benefit plan as follows: Mr. Meilstrup, $178,775; Mr. Haines, $102,035 and Mr. Ruppert, $75,881. |
SUMMARY COMPENSATION TABLE
| (3) Includes health and long-term disability payments as follows: Mr. Meilstrup, $11,808; Mr. Haines, $8,957 Mr. Wallace, $11,808; Mr. Miller, $9,708; and Mr. Ruppert, $8,957. Also includes 401(k) contributions for Mr. Meilstrup, $27,883; Mr. Haines, $31,658; Mr. Wallace, $2,408; Mr. Miller, $12,038; and Mr. Ruppert, $27,124. | | (4) Mr. Wallace was not a NEO prior to 2025 |
SUMMARY COMPENSATION TABLE
Terms of Restricted Share Grants. All of the grants of restricted shares listed in the above table vest annually in five equal installments over a five-year period beginning on the first anniversary of the grant date; provided, however, that: (a) the respective grantee remains employed through the applicable vesting date, and (b) vesting will be accelerated upon the grantee’s death, incapacity or retirement (after attaining the age of 65). Upon a change of control of the Company as defined in the 2025 Plan, 100% of the restricted shares will vest if at any time during the three months prior to the effective date of any change of control to the first anniversary of such change of control: (a) the grantee’s employment is terminated without cause, or (b) the grantee terminates employment for good reason. The grantees are eligible to receive dividends and other distributions declared by the Company on the restricted shares.
Pay Ratio Disclosure
Pay Ratio Disclosure Eric J. Meilstrup, LCNB’s CEO, had an annual total compensation of $892,855 in 2025, as reflected in the Summary Compensation Table above. We estimate that the median annual compensation for all LCNB employees, excluding our CEO, was $59,743 for 2025. Taking this into account, we estimate that Mr. Meilstrup’s annual total compensation was approximately 14.94 times that of the median annual compensation for all employees.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | | | Estimated Future Payouts Equity Incentive Plan Awards | | | All other stock awards: Number of shares of stock or units | Grant Date Fair Value of Stock Awards | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | (#) | ($) | | Eric J. Meilstrup | 2/21/25 | | $150,000 | $300,000 | | 9,152 | 18,304 | | | | | 2/21/25 | | | | | | | 5,795 | $84,607 | | Robert C. Haines II | 2/21/25 | | $59,775 | $119,550 | | 3,647 | 7,294 | | | | | 2/21/25 | | | | | | | 2,318 | $33,843 | | Andrew Wallace | 2/21/25 | | $20,404 | $40,808 | | 1,245 | 2,490 | | | | | 2/21/25 | | | | | | | 781 | $11,403 | | Michael R. Miller | 2/21/25 | | $58,400 | $116,800 | | 3,563 | 7,126 | | | | | 2/21/25 | | | | | | | 2,318 | $33,843 | | Bradley A. Ruppert | 2/21/25 | | $54,800 | $109,800 | | 3,344 | 6,687 | | | | | 2/21/25 | | | | | | | 2,170 | $31,682 |
GRANTS OF PLAN-BASED AWARDS
| (1) Although the Estimated Future Payouts are provided in the table, the awards were granted in 2025 and are disclosed in the “Summary Compensation Table.” |
Outstanding Equity Awards
Outstanding Equity Awards The following table summarizes, as of the end of fiscal year 2025 for each of the NEOs, information concerning unexercised options and unvested stock and equity incentive plan awards.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| | Option Awards | | | | Stock Awards | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that have not Vested (#) (1) | Market Value of Shares or Units of Stock that have not Vested ($) (7) | | Eric J. Meilstrup | | | | | 1,123(2) | $18,406 | | | | | | | 2,120(3) | $34,747 | | | N/A | N/A | N/A | N/A | 5,181(4) | $84,917 | | | | | | | 4,847(5) | $79,442 | | | | | | | 5,795 (6) | $94,980 | | Robert C. Haines II | | | | | 508(2) | $8,326 | | | | | | | 948(3) | $15,538 | | | N/A | N/A | N/A | N/A | 2,186(4) | $35,829 | | | | | | | 2,009(5) | $32,928 | | | | | | | 2,318 (6) | $37,992 | | Andrew Wallace | | | | | | | | | | | | | 700(4) | $11,473 | | | N/A | N/A | N/A | N/A | 675(5) | $11,063 | | | | | | | 781(6) | $12,800 | | Michael R. Miller | | | | | 508(2) | $8,326 | | | | | | | 948(3) | $15,538 | | | N/A | N/A | N/A | N/A | 2,186(4) | $35,829 | | | | | | | 2,009(5) | $32,928 | | | | | | | 2,318(6) | $37,992 | | Bradley A. Ruppert | | | | | 465(2) | $7,621 | | | | | | | 873(3) | $14,308 | | | N/A | N/A | N/A | N/A | 2,029(4) | $33,255 | | | | | | | 1,874(5) | $30,715 | | | | | | | 2,170(6) | $35,566 |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (1) Represents the number of restricted share awards that have not vested as of December 31, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (2) Represents restricted shares awarded by the Board of Directors on February 23, 2021 pursuant to the equity incentive plan in place at the time. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (3) Represents restricted shares awarded by the Board of Directors on February 22, 2022 pursuant to the equity incentive plan in place at the time. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (4) Represents restricted shares awarded by the Board of Directors on January 23, 2023 pursuant to the equity incentive plan in place at the time. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| The restricted shares vest annually in five equal installments beginning on January 23, 2024. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (5) Represents restricted shares awarded by the Board of Directors on March 4, 2024 pursuant to the equity incentive plan in place at the time. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| The restricted shares vest annually in five equal installments beginning on March 4, 2025. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (6) Represents restricted shares awarded by the Board of Directors on February 21, 2025 pursuant to the equity incentive plan in place at the time. |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
| (7) Represents the value of the unvested restricted stock awards based on the Company’s closing stock price on December 31, 2025 of $16.39. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table summarizes for fiscal year 2025 all exercises of options and vesting of stock awards for each of the NEOs.
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED
OPTION EXERCISES AND STOCK VESTED
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | Eric J. Meilstrup | N/A | N/A | 6,081 | $99,668 | | Robert C. Haines II | N/A | N/A | 2,640 | $43,270 | | Andrew Wallace | N/A | N/A | 402 | $6,589 | | Michael R. Miller | N/A | N/A | 2,640 | $43,270 | | Bradley A. Ruppert | N/A | N/A | 2,426 | $39,762 |
PENSION BENEFITS
PENSION BENEFITS
PENSION BENEFITS
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits ($) | Payments During Last Fiscal Year ($) | | Eric J. Meilstrup | Defined Benefit Plan | 35 | 869,674 | None | | Robert C. Haines II | Defined Benefit Plan | 30 | 420,319 | None | | Andrew Wallace | N/A | N/A | N/A | None | | Michael R. Miller | N/A | N/A | N/A | None | | Bradley A. Ruppert | Defined Benefit Plan | 17 | 242,296 | None |
PENSION BENEFITS
The Defined Benefit Plan’s actuarial assumptions used in 2025 included a discount rate of 5.61%, an expected long-term rate of return for Plan assets of 5.61% and a future compensation rate increase of 3%. The expected long-term rate of return on Plan assets was determined using historic returns on investments, adjusted for expected long-term interest rates. The Defined Benefit Plan was hard-frozen on March 1, 2025, meaning that benefit increases no longer accrued to covered employees as of that date. The plan was unfrozen during the fourth quarter of 2025 to allow for amendments that enhanced benefits for active employees currently participating in the plan. The plan was then refrozen on November 30, 2025 and LCNB withdrew from the plan by the end of December 2025. Annuity purchases for active employees participating in the plan will occur during the first quarter of 2026, finishing LCNB's involvement in the plan. The following table summarizes, as of the end of fiscal year 2025, for each of the NEOs, information concerning each defined contribution or other plan that provides for the deferral of compensation on a basis that is not tax-qualified.
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION
NON-QUALIFIED DEFERRED COMPENSATION
| Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($)(2) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last Fiscal Year End ($) | | Eric J. Meilstrup | - | None | 37,085 | None | 482,403 | | Robert C. Haines II | 3,525 | None | 14,997 | None | 195,453 | | Andrew Wallace (3) | N/A | None | N/A | None | N/A | | Michael R. Miller | - | None | 13,970 | None | 181,726 | | Bradley A. Ruppert | 3,300 | None | 8,147 | None | 106,320 |
NON-QUALIFIED DEFERRED COMPENSATION
| (1) The NEOs contributions are also included in the Summary Compensation Table under Non-Equity Incentive Plan Compensation. | | (2) The portion of the Aggregate Earnings is also included in the Summary Compensation Table under Non-Qualified Deferred Compensation Earnings because the Bank is paying an above market rate on the aggregate balances that the NEOs have deferred. Those amounts of each NEO are: Mr. Meilstrup, $11,466; Mr. Haines, $4,636; Mr. Miller, $4,320; and Mr. Ruppert, $2,281. | | (3) Mr. Wallace was not eligible for the Non-Qualified Deferred Compensation Plan in 2025. |
NON-QUALIFIED DEFERRED COMPENSATION
The Bank has a benefit plan which permits NEOs to defer all or a portion of their cash bonus. The deferred compensation balance, which accrues interest at 8% annually, is distributable in cash after retirement or termination of employment either in one lump sum payment or ten equal payments over a period of ten years, in the discretion of the executive officer. Through the Compensation Committee, the LCNB Board of Directors determines the interest rate that will be used to calculate earnings under the plan.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE
| Year | Summary Compensation | Compensation Actually Paid | Average Summary Compensation | Average Compensation Actually Paid | Value of Initial Fixed | | Net Income | Return on Average | | | Table Total for Principal Executive Officer (PEO)(1)(2) | to PEO(3) | Table Total for Non-PEO NEOs (4) | to Non-PEO NEOs(5) | Total Shareholder Return (“TSR”) | Peer Group Total Shareholder Return (“TSR”) | (000’s) | Assets | | 2025 | $892,855 | $770,747 | $412,561 | $399,045 | $111.62 | $128.40 | $23,120 | 1.02% | | 2024 | $591,689 | $646,895 | $343,464 | $362,753 | $103.00 | $118.90 | $13,492 | 0.57% | | 2023 | $821,601 | $665,222 | $484,667 | $392,382 | $107.35 | $117.64 | $12,628 | 0.63% | | 2022 | $589,146 | $612,128 | $340,251 | $362,399 | $122.53 | $125.69 | $22,128 | 1.16% | | 2021 | $647,404 | $639,429 | $368,122 | $367,370 | $132.92 | $129.36 | $20,974 | 1.13% |
PAY VERSUS PERFORMANCE
| (1) Executives included in the Non-PEO averages for 2025 as follows: Mr. Haines, Mr. Wallace, Mr. Miller, and Mr. Ruppert. In 2024, 2023, and 2022 as follows: Mr. Haines, Mr. Miller, Mr. Ruppert, and Mr. Mulligan. In 2021 as follows: Mr. Haines, Mr. Layer, Mr. Miller, and Mr. Ruppert. Mr. Meilstrup is the PEO for all years presented. | | (2) Includes restricted stock awards with the value of $84,607 in 2025, $84,045 in 2024, $154,050 in 2023, $102,000 in 2022 and $94,500 in 2021. |
PAY VERSUS PERFORMANCE
| (3) Adjustments to determine compensation “actually paid” for the PEO included the following: |
PAY VERSUS PERFORMANCE
| Adjustments to determine Compensation “Actually Paid” for PEO in US dollars | 2025 | 2024 | 2023 | 2022 | 2021 | | Change in actuarial present value of the individual’s accumulated benefit under all defined benefit pension plans | 190,241 | 6,476 | 156,800 | 4,893 | 97,736 | | Value of equity awards (stock awards or options) granted in the year | 84,607 | 84,045 | 154,050 | 102,000 | 94,500 | | Value “actually received” as it relates to pension benefits | - | - | - | - | - | | Service cost (and prior service cost) | 24,000 | 32,000 | 28,000 | 36,000 | 36,000 | | Equity compensation | - | - | - | - | - | | Awards granted in fiscal year (valued at December 31 of the relevant year) | 94,980 | 91,673 | 136,174 | 95,382 | 109,524 | | Change of unvested awards (valued at December 31 of the relevant year) | 16,721 | (8,506) | (21,945) | (12,714) | 26,843 | | Change of shares vested during year (valued at the applicable vesting date) | 260 | 6,533 | (2,723) | 184 | 3,306 | | Dividends paid during year | 16,778 | 17,027 | 14,966 | 11,023 | 8,589 |
PAY VERSUS PERFORMANCE
| (4) Includes restricted stock awards in 2025 as follows: Mr. Haines, $33,843; Mr. Miller, $33,843; Mr. Ruppert, $31,682; and Mr. Wallace $11,403. In 2024 as follows: Mr. Haines, $34,840; Mr. Miller, $34,840; Mr. Ruppert, $32,500; and Mr. Mulligan, $31,460. In 2023, as follows: Mr. Haines, $65,000; Mr. Miller, $65,000; Mr. Ruppert, $60,320; and Mr. Mulligan, $58,240. In 2022 as follows: Mr. Haines, $45,600; Mr. Miller, $45,600; Mr. Ruppert, $42,000; and Mr. Mulligan, $40,400. In 2021 includes restricted stock awards as follows, Mr. Haines, $42,800; Mr. Layer, $42,800; Mr. Miller, $42,800, and Mr. Ruppert, $39,200. |
PAY VERSUS PERFORMANCE
| (5) Adjustments to determine compensation “actually paid” for the Non-PEO NEOs included the following: |
PAY VERSUS PERFORMANCE
| Adjustments to determine Compensation “Actually Paid” for Non-PEO NEO in US dollars | 2025 | 2024 | 2023 | 2022 | 2021 | | Change in actuarial present value of the individual's accumulated benefit under all defined benefit pension plans | 47,347 | 1,892 | 98,140 | 2,558 | 77,503 | | Value of equity awards (stock awards or options) granted in the year | 27,693 | 33,410 | 63,830 | 44,700 | 41,900 | | Value “actually received” as it relates to pension benefits | - | - | - | - | - | | Service cost (and prior service cost) | 19,000 | 11,750 | 18,500 | 27,250 | 25,000 | | Equity compensation | - | - | - | - | - | | Awards granted in fiscal year (valued at December 31 of the relevant year) | 31,088 | 36,444 | 56,418 | 41,801 | 48,561 | | Change of unvested awards (valued at December 31 of the relevant year) | 5,644 | (3,452) | (9,991) | (6,341) | 15,884 | | Change of shares vested during year (valued at the applicable vesting date) | 181 | 2,983 | (1,468) | 57 | 2,256 | | Dividends paid during year | 5,611 | 6,866 | 6,527 | 5,238 | 4,442 |
Comparison of Compensation Actually Paid to TSR, Net Income, and Return on Average Assets
Comparison of Compensation Actually Paid to TSR, Net Income, and Return on Average Assets Compensation actually paid to the PEO increased by $123,852, or approximately 19%, in 2025. Average compensation actually paid to the remaining non-PEO NEOs increased year-over-year by $36,292, or approximately 10%, in 2025. TSR increased from $103.00 in 2024 to $111.62 in 2025, or approximately 8%. At the same time, Net Income increased from approximately $13,492,000 in 2024 to approximately $23,120 in 2025, or 71%. Return on Average Assets increased from 0.57% in 2024 to 1.02% in 2025. Compensation actually paid to the PEO decreased by $27,519, or approximately 4%, in 2024. Average compensation actually paid to the remaining non-PEO NEOs decreased year-over-year by $7,984, or approximately 2.02%, in 2024. TSR decreased from $107.35 in 2023 to $103.00 in 2024, or approximately 4.06%. At the same time, Net Income increased from approximately $12,628,000 in 2023 to approximately $13,492,000 in 2024, or 6.84%. The results were affected by transaction costs associated by the merger of EFBI on April 12, 2024. Without the one-time costs, net income would have been $17,616,000 in 2024, or an increase of 39.5%. Return on Average Assets decreased from 0.63% in 2023 to 0.57% in 2024. Without one-time costs, Return on Average Assets would have been 0.75%. Compensation actually paid to the PEO increased by $103,231, or approximately 17%, in 2023. Average compensation actually paid to the remaining non-PEO NEOs increased year-over-year by $43,874, or approximately 12.1%, in 2023. TSR decreased from $122.53 in 2022 to $107.35 in 2023, or approximately 12.4%. At the same time, Net Income decreased from approximately $22,128,000 in 2022 to approximately $12,628,000 in 2023, or 42.9%. The results were affected by transaction cost associated by merger of CNNB on November 1, 2023. Without the one-time cost, net income would have been $17,834,000 in 2023, for a decrease of 19.4%. Return on Average Assets decreased from 1.16% in 2022 to 0.63% in 2023. Without one-time costs, Return on Average Assets would have been 0.89%. Compensation actually paid to the PEO decreased by $27,301, or approximately 4%, in 2022. Average compensation actually paid to the remaining non-PEO NEOs decreased year-over-year by $4,971, or approximately 1%, in 2022. TSR decreased from $132.92 in 2021 to $122.53 in 2022, or approximately 8%. At the same time, Net Income increased from approximately $20,974,000 in 2021 to approximately $22,128,000 in 2022, or 6%. Return on Average Assets increased from 1.13% in 2021 to 1.16% in 2022. Compensation actually paid to the PEO increased by $99,919, or approximately 18%, in 2021. Average compensation actually paid to the remaining non-PEO NEOs increased year-over-year by $9,716, or approximately 1%, in 2021. TSR increased from $100 in 2020 to $132.95 in 2021, or approximately 33%. At the same time, Net Income increased from approximately $20,075 in 2020 to approximately $20,974 in 2021, or 4%. Return on Average Assets decreased from 1.18% in 2020 to 1.13% in 2021. The Board of Directors has determined that the calculation of incentive compensation using metrics that in turn, support Net Income and TSR, creates necessary incentives to reach the Company’s objectives. TSR, Net Income, and Return on Average Assets are some indicators of LCNB’s overall performance that may impact the value of total compensation; however, other performance measures and factors are considered in setting NEO compensation. Please see the remainder of the Compensation Discussion and Analysis for additional information.