1.
|
Electing Class II directors to serve until the 2022 annual meeting.
|
2.
|
Ratifying the appointment of BKD, LLP as the independent registered public accounting firm for the Company.
|
3.
|
Transacting such other business as may properly come before the meeting or any adjournment thereof.
|
Name, Position(s)
of Beneficial Owner
or Director
|
|
Number of Common Shares
Beneficially Owned
(1)
|
|
Percent of
Common Shares
Outstanding
|
|
|
|
|
|
||
Steve P. Foster
Chief Executive Officer
and Director
|
|
36,468
|
|
0.27%
|
|
Spencer S. Cropper
(2)
Chairman of the Board
|
|
35,980
|
|
0.27%
|
|
Eric J. Meilstrup
President and Director
|
|
4,337
|
|
0.03%
|
|
Stephen P. Wilson
Director
|
|
60,293
|
|
0.45%
|
|
Mary Bradford
(3)
Director
|
|
200
|
|
(5)
|
|
William G. Huddle
Director
|
|
187,500
|
|
1.41%
|
|
Michael J. Johrendt
Director
|
|
148,770
|
|
1.12%
|
|
William H. Kaufman
(4)
Director
|
|
73,220
|
|
0.55%
|
|
Anne E. Krehbiel
Director, Secretary
|
|
5,000
|
|
0.04%
|
|
John H. Kochensparger III
Director
|
|
147,860
|
|
1.11%
|
|
Valerie S. Krueckeberg
Director
|
|
200
|
|
(5)
|
|
Robert C. Haines II
Executive Vice President,
Chief Financial Officer
|
|
4,501
|
|
0.03%
|
|
Matthew P. Layer
(6)
Executive Vice President
|
|
11,672
|
|
0.09%
|
|
||
John F. Smiley
Executive Vice President
|
|
137,100
|
|
1.03%
|
|
||
All directors and
officers as a group
(14 persons)
|
|
857,663
|
|
6.45%
|
|
(1)
|
The Securities and Exchange Commission has defined “beneficial owner” of a security to include any person who has or shares voting power or investment power with respect to any such security or who has the right to acquire beneficial ownership of any such security within 60 days. The number of shares listed for each person includes shares held in the name of spouses, minor children, certain relatives, trusts or estates whose share ownership under the beneficial ownership rules of the Securities and Exchange Commission is to be aggregated with that of the director or officer whose share ownership is shown.
|
(2)
|
Does not include 80,242 shares held in a Family Limited Partnership in which Mr. Cropper owns 38.165% interest. Includes 3,000 shares held by Mr. Cropper’s spouse.
|
(3)
|
Ms. Bradford was not officially appointed to the Board until January 21, 2019, but is included in this table for completeness of disclosure.
|
(4)
|
Includes 33,200 shares held in trust, 16,800
shares held jointly with Mr. Kaufman’s spouse, and 6,200 shares owned by Mr. Kaufman’s spouse.
|
(5)
|
Represents less than 0.01%.
|
(6)
|
Includes 323 shares held by Mr. Layer’s spouse.
|
Name
|
Age
|
Principal
Occupation
|
Positions
Held
with LCNB
|
Director of
LCNB or
Bank Since
|
Term
To
Expire
|
Steve P. Foster
|
66
|
Banker, CEO of the Bank
|
Director, CEO
|
2005
|
2019
|
Michael J. Johrendt
|
65
|
Attorney at Law, Johrendt & Holford
|
Director
|
2018
|
2019
|
Anne E. Krehbiel
|
63
|
Attorney at Law, Krehbiel Law Office
|
Director, Secretary
|
2010
|
2019
|
Valerie S. Krueckeberg
|
49
|
Certified Public Accountant
|
Director
|
2016
|
2019
|
Name, Age |
Principal Occupation |
Positions Held with LCNB |
Director
of LCNB or Bank Since |
Term
to Expire |
Steve P. Foster, 66
|
Banker, CEO of the Bank
|
Director and CEO
|
2005
|
2019
|
Spencer S. Cropper, 46 |
Certified Public Accountant for Stolle Properties, Inc. |
Director, Chairman of the Board |
2006 |
2021 |
|
|
|
|
|
Eric J. Meilstrup, 51
|
Banker, President of the Bank
|
Director and President
|
2018
|
2021
|
|
|
|
|
|
Mary Bradford, 63
|
Former IT Executive, GE Aviation
|
Director
|
2018
|
2020
|
|
|
|
|
|
William G. Huddle, 63
|
Former Chairman and CEO, Columbus First Bancorp, Inc. and Columbus First Bank
|
Director
|
2018
|
2020
|
|
|
|
|
|
Michael J. Johrendt, 65
|
Attorney at Law, Johrendt & Holford
|
Director
|
2018
|
2019
|
William H. Kaufman, 75 |
Attorney at Law, Kaufman & Florence |
Director |
1982 |
2020 |
John H. Kochensparger III 74 |
Former President, CEO and Director of First Capital Bancshares, Inc., and Citizens National Bank of Chillicothe |
Director |
2013 |
2021 |
|
|
|
|
|
Anne E. Krehbiel, 63
|
Attorney at Law, Krehbiel
Law Office |
Director, Secretary
|
2010
|
2019
|
Valerie S. Krueckeberg, 49
|
Certified Public Accountant
|
Director
|
2016
|
2019
|
Stephen P. Wilson, 68
|
Ohio Congressman
|
Director
|
1982
|
2021
|
Robert C. Haines II, 46
|
Banker
|
Executive Vice
President, Chief
Financial Officer
|
|
N/A
|
|
|
|
|
|
Matthew P. Layer, 56
|
Banker
|
Executive Vice
President, Chief Lending Officer
|
|
N/A
|
John F. Smiley, 53
|
Banker
|
Executive Vice President, Columbus Market President
|
|
N/A
|
|
|
|
|
|
Michael R. Miller, 61
|
Banker
|
Executive Vice
President, Trust Officer
|
|
N/A
|
|
|
|
|
|
Bradley A. Ruppert, 43
|
Banker
|
Executive Vice President, Chief Investment Officer
|
|
N/A
|
|
|
|
|
|
Steve P. Foster
Age: 66
Director Since: 2005
Term Expires: 2019
|
|
Steve P. Foster is Chief Executive Officer of both LCNB Corp. and LCNB National Bank. He joined the LCNB staff in 1977 and has served as internal auditor, branch manager, and loan officer. He started the Information Technology Department and served as Chief Financial Officer and more recently President. He was elected to the LCNB Board of Directors in 2005 and serves on the Trust Investment Committee, the Building Committee, the Bond Committee, the Pension Committee, and the Loan Committee. On December 28, 2015, he was appointed as Chief Executive Officer of LCNB and the Bank.
Through his long management tenure with the Company and the Bank, Mr. Foster provides the Board with information gained from direct management of the operations of the Company and the Bank. Further, in his leadership positions in financial areas, he has developed business knowledge and understanding across our operations.
|
Anne E. Krehbiel
Age: 63
Director Since: 2010
Term Expires: 2019
|
|
Anne E. Krehbiel joined the Board in 2010. Ms. Krehbiel is an attorney, who received her law degree from the University of Cincinnati in 1980, and has practiced law in Lebanon, Ohio since 1989. Ms. Krehbiel founded her own law firm, Krehbiel Law Offices, in 1998. She is OSBA Board Certified Estate Planning, Trust and Probate Law Specialist. Ms. Krehbiel serves on the Audit Committee, the Building Committee, Bond Committee and Loan Committee. Ms. Krehbiel is the Chair of the Nominating and Compensation Committee.
Ms. Krehbiel serves on a number of organizations including: Harmon Civic Trust Board of Trustees; the Warren County Bar Association, of which she is a former president; the Warren County Foundation Board of Trustees; and Lebanon Rotary International.
Ms. Krehbiel brings to the Board relevant experience in legal matters, valuable insights and business experience from managing her own law firm, prior bank experience and an extensive involvement in the communities served by the Company and its subsidiaries.
|
Valerie S. Krueckeberg
Age: 49
Director Since: 2016
Term Expires: 2019
|
|
Valerie S. Krueckeberg joined the Board in 2016. Ms. Krueckeberg is a practicing Certified Public Accountant, currently serving as the Managing Director of Shared Business Services at the Jewish Federation of Cincinnati. Prior to her current role, she was an Audit Partner at KPMG LLP as well as an independent consultant and advisor to clients on a variety of finance and accounting matters. She has previously served as a Board member and Audit Committee chairperson for Kenra, Ltd, Board member and Interim Executive Director of The Children’s Theatre of Cincinnati, Inc., and Interim Controller for Medpace, Inc.
Ms. Krueckeberg is the former chairperson for The Ohio CPA Foundation Board of Trustees and is a current member of the Ohio Society of Certified Public Accountants and the American Institute of Certified Public Accountants. She also serves on the Finance Review Committee for ArtsWave and the Audit Committee for the Cincinnati Zoo.
Ms. Krueckeberg brings to the Board extensive experience in public accounting and financial matters.
|
Michael J. Johrendt
Age: 65
Director Since: 2018
Term Expires: 2019
|
|
Michael J. Johrendt is a principal in the law firm of Johrendt & Holford, located in Columbus, Ohio. Mr. Johrendt practices in the area of business and tax law. In addition to his law practice, Mr. Johrendt owns and operates a commercial real estate investment company.
Mr. Johrendt previously served as a Director of Columbus First Bank from August, 2007 until its acquisition by LCNB National Bank in May, 2018. Mr. Johrendt has also served as Vice-Chair of the Ohio Board of Tax Appeals. Mr. Johrendt resides on Fripp Island, South Carolina.
|
Spencer S. Cropper
Age: 46
Director Since: 2006
Term Expires: 2021
|
|
Chairman of LCNB Corp. and LCNB National Bank. He is employed by Stolle Properties, Inc., a subsidiary of the Ralph J. Stolle Company, and currently serves on the company’s Board of Directors. He joined the LCNB Board of Directors in 2006. Mr. Cropper serves on the Audit Committee, the Bond Committee, the Pension Committee, the Loan Committee, and the Nominating and Compensation Committee.
Mr. Cropper is a Certified Public Accountant, a member of the Ohio Society of Certified Public Accountants and a member of the American Institute of Certified Public Accountants. He is an investor in and serves on the Board of Advisors of a Private Equity Fund who primarily focuses on providing mezzanine financing. He serves on the Board of Directors for the Ralph J. Stolle Countryside YMCA, as well as the Boards of Trustees for the Ralph J. Stolle Countryside YMCA, the Warren County Foundation, and the Bethesda Foundation, Inc.
Mr. Cropper brings to the Board relevant experience in accounting and financial matters.
|
Eric J. Meilstrup
Age: 51
Director Since: 2018
Term Expires: 2021
|
|
Eric J. Meilstrup is the current President of LCNB Corp. and LCNB National Bank. He joined the Board in 2018. Mr. Meilstrup has been with LCNB National Bank for 30 years, the last fifteen as Executive Vice President and a member of its Executive team. He has served in a number of roles over his career including: Oversight of Deposit Operations, Branch Operations, Human Resources, Training and a number of Customer Service related departments.
He has also served on a number of boards, committees and groups in a variety of capacities throughout his career outside the bank. He is currently on the Countryside YMCA Board and has been a Board member there for several years including two years as Board Chair. He is a board member of 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.
|
Stephen P. Wilson
Age: 68
Director Since: 1982
Term Expires: 2021
|
|
Former Chairman of LCNB Corp. and LCNB National Bank. He joined the LCNB staff in 1975 and the LCNB Board of Directors in 1982. He previously served as Chief Executive Officer of LCNB and the Bank from 1992-2015. He is a Past Chairman of the American Bankers Association, a former board member of the Federal Reserve Bank of Cleveland, former Vice Chair of Warren Co. Port Authority and a former trustee of Miami University. Mr. Wilson serves on the Appraisal Committee, Trust Investment Committee, Bond Committee, Bank Building Committee, Loan Committee, and the Pension Committee.
In 2017, Mr. Wilson accepted an appointment to fulfill an unexpired term in the Ohio State Senate and now represents the Ohio 7th District as an Ohio Senator. He is a board member and treasurer of AAA Cincinnati, Chairman of the Board of Harmon Civic Trust, a trustee of the Ralph J. Stolle Countryside YMCA, Board member of the Warren County Foundation, and a member of the Area Progress Council. He and his wife Jill are active members of the Otterbein United Methodist Church.
Through his extensive tenure on the Board and as a former executive with the Company, Mr. Wilson has developed unique insights into the business activities of the Company and its subsidiary and provides the Board with information as to the operations of each, identifying near and long-term challenges and opportunities for the Company.
|
John H. Kochensparger III
Age: 74
Director Since: 2013
Term Expires: 2021
|
|
Previously served as a member of the board of directors of First Capital Bancshares Inc. and Citizens National Bank of Chillicothe, Ohio for 22 years, and served as Chairman of the board for 10 years.
Mr. Kochensparger was self-employed as an independent manufacturer’s representative for companies relating to the golf industry. He also serves as Vice President of the National Golf Salesmen Association. He brings 27 years of banking and management experience to the Board.
Mr. Kochensparger serves on the Compensation Committee, the Nominating Committee, the Trust Committee and the Building Committee.
|
William H. Kaufman
Age: 75
Director Since: 1982
Term Expires: 2020
|
|
William H. Kaufman is an attorney and former senior partner of Kaufman and Florence Attorneys located in Lebanon, Ohio. Presently he is “Of Counsel” with the firm. He began his legal career as an attorney with the law firm of Young and Jones, which ultimately became Kaufman & Florence, whose office was located in the LCNB National Bank building.
He has extensive litigation experience in insurance related cases, as well as 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 joined the LCNB Board of Directors in 1982 and serves on the Bond, Loan, and Bank Building Committee’s. He also oversees all day-to-day legal matters and real estate closings for the Bank.
Mr. Kaufman provides the Board with relevant experience in legal matters and, through his long tenure on the board, an institutional knowledge of the operations of the Company and its subsidiaries.
|
Mary E. Bradford
Age: 63
Director Since: 2018
Term Expires: 2020
|
|
Mary E. Bradford joined the Board in 2018. Ms. Bradford is a retired IT executive who spent 31 years with GE Aviation in Evendale, Ohio. She brings extensive experience in leading international teams implementing information technology solutions for the Finance, Engineering, Supply Chain, Military and Commercial sales teams at GE.
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.
|
William (Rhett) G. Huddle
Age: 63
Director Since: 2018
Term Expires: 2020
|
|
William (Rhett) G. Huddle has served as a Director of LCNB Corp. and LCNB National Bank since June 2018 as a result of the acquisition of Columbus First Bank Corp, Inc. and its subsidiary, Columbus First Bank. (Collectively, Columbus First). Currently, Mr. Huddle is a member of the Trust Committee of the Bank.
Mr. Huddle was the lead organizer in the formation of Columbus First and served as Chairman and CEO from 2007 until June 2018. From 1986 through 2004, Mr. Huddle served in various roles as an executive officer and/or director of banks headquartered in Columbus Ohio.
Mr. Huddle is a graduate of Princeton University and the Moritz College of Law at Ohio State University. He practiced law in Columbus with the Baker & Hostettler law firm for five years.
Mr. Huddle’s career in banking and law in Columbus over the past 38 years provide him valuable experience to serve as a director of LCNB Corp. and LCNB National Bank.
|
Director Compensation
|
||||||||||||
Name
|
|
Fees Earned or Paid in Cash
($)
(1)
|
|
Non-Equity Incentive Plan Compensation ($)
(2)
|
|
Total ($)
|
||||||
Stephen P. Wilson
|
|
|
$24,800
|
|
|
|
$3,100
|
|
|
|
$27,900
|
|
Steve P. Foster
|
|
|
$22,000
|
|
|
|
$2,750
|
|
|
|
$24,750
|
|
Eric J. Meilstrup
|
|
|
$7,500
|
|
|
|
$938
|
|
|
|
$8,438
|
|
Spencer S. Cropper
|
|
|
$27,000
|
|
|
|
$3,375
|
|
|
|
$30,375
|
|
William G. Huddle
|
|
|
$20,127
|
|
|
|
$2,516
|
|
|
|
$22,643
|
|
Michael J. Johrendt
|
|
|
$5,000
|
|
|
|
$625
|
|
|
|
$5,625
|
|
William H. Kaufman
|
|
|
$22,000
|
|
|
|
$2,750
|
|
|
|
$24,750
|
|
John H. Kochensparger III
|
|
|
$27,450
|
|
|
|
$3,431
|
|
|
|
$30,881
|
|
Anne E. Krehbiel
|
|
|
$28,320
|
|
|
|
$3,540
|
|
|
|
$31,860
|
|
Valerie S. Krueckeberg
|
|
|
$25,680
|
|
|
|
$3,210
|
|
|
|
$28,890
|
|
George L. Leasure
(3)
|
|
|
$27,450
|
|
|
|
$3,431
|
|
|
|
$30,881
|
|
(1)
|
The compensation paid to the directors of LCNB includes committee fees as follows: S. Cropper, $5,000; W. Huddle $2,640; M. Johrendt $0; J. Kochensparger $5,300; A. Krehbiel, $6,320; V. Krueckeberg, $3,680; G. Leasure, $5,450; and Mr. Wilson, $2,800. Mr. Foster, Mr. Meilstrup and Mr. Kaufman are not independent directors and do not receive committee fees.
|
(2)
|
The directors, in addition to their base and committee fees, receive a cash award that corresponds to the Bank’s Non-Equity Incentive Plan. The percentage awarded to the officers is used to calculate the directors’ cash award that year. The award is paid in the following year. This percentage is multiplied by the directors’ base fee plus the committee fee to arrive at the award. The percentage used for the award paid in 2018 was
12.5%.
|
(3)
|
Mr. Leasure retired from the Board in December 2018. His vacated seat was filled by Mary Bradford in January 2019.
|
2018
|
|
High
|
|
Low
|
||||
First Quarter
|
|
|
$21.60
|
|
|
|
$18.30
|
|
Second Quarter
|
|
|
$20.65
|
|
|
|
$18.45
|
|
Third Quarter
|
|
|
$20.65
|
|
|
|
$17.93
|
|
Fourth Quarter
|
|
|
$19.00
|
|
|
|
$14.56
|
|
2017
|
|
High
|
|
Low
|
||||
First Quarter
|
|
|
$24.35
|
|
|
|
$20.80
|
|
Second Quarter
|
|
|
$22.80
|
|
|
|
$19.00
|
|
Third Quarter
|
|
|
$21.85
|
|
|
|
$18.05
|
|
Fourth Quarter
|
|
|
$22.84
|
|
|
|
$19.40
|
|
|
|
2018
|
|
2017
|
||||
First Quarter
|
|
|
$0.16
|
|
|
|
$0.16
|
|
Second Quarter
|
|
0.16
|
|
|
0.16
|
|
||
Third Quarter
|
|
0.16
|
|
|
0.16
|
|
||
Fourth Quarter
|
|
0.17
|
|
|
0.16
|
|
||
Total
|
|
|
$0.65
|
|
|
|
$0.64
|
|
|
|
|
|
|
(1)
|
Except for restricted share awards granted under the 2015 Plan (which are not required to be reflected in this table), the only equity incentives granted under the 2015 or 2002 Plans have been stock options.
|
(2)
|
The 2002 Plan expired in 2012 and the 96,196 shares left in the plan at expiration reverted to Treasury securities, authorized unissued securities of the Company.
|
•
|
Steve P. Foster, Chief Executive Officer
|
•
|
Eric J. Meilstrup, President
|
•
|
Robert C. Haines II, Executive Vice President and Chief Financial Officer
|
•
|
Matthew P. Layer, Executive Vice President
|
•
|
John F. Smiley, Executive Vice President, Columbus Market President
|
•
|
Base Salaries
: Base salaries were increased approximately 15.5% for each NEO, effective January 2018.
|
•
|
2018 Short-Term Incentives/Cash Bonuses
: Based on our 2018 financial performance, the NEOs earned short-term incentives equal to 12.5% of base salary. The target payout amount was set at 9.5% with the maximum opportunity set at 20%.
|
•
|
2018 Long-Term Incentives
: Equity grants were issued at 15% of base salary for NEOs. The target amount was set at 10% with the maximum opportunity set at 20%.
|
What We Do
|
•
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 opportunities on an annual basis.
|
•
Grant full-value equity 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.
|
•
|
Provide a direct link between executive officer compensation and the interests of LCNB and LCNB’s shareholders by making a portion of executive officer compensation dependent upon the financial performance of LCNB.
|
•
|
Support achieving LCNB’s annual and long‑term goals and objectives as determined by the Board.
|
•
|
Establish base salaries targeted at a market median level for comparable positions within a comparison group of companies in the banking industry when the executive is in a fully functioning role.
|
•
|
Provide executive officers with incentive compensation opportunities designed to pay total compensation levels that are above the median for above median performance.
|
•
|
Provide annual and deferred compensation plans and arrangements that encourage the retention of our proven team of executive officers.
|
First Defiance Financial Corp. (OH)
|
MBT Financial Corp. (MI)
|
Peoples Financial Services Corp. (PA)
|
Citizens Financial Services, Inc. (PA)
|
Farmers National Banc Corp. (OH)
|
ACNB Corporation (PA)
|
Summit Financial Group, Inc. (WV)
|
Farmers & Merchants Bancorp, Inc. (OH)
|
Macatawa Bank Corporation (MI)
|
Kentucky Bancshares, Inc. (KY)
|
Isabella Bank Corporation (MI)
|
Ohio Valley Banc Corp. (OH)
|
Farmers Capital Bank Corporation (KY)
|
Malvern Bancorp, Inc. (PA)
|
MutualFirst Financial, Inc. (MFSF)
|
Middlefield Banc Corp. (OH)
|
Premier Financial Bancorp, Inc. (WV)
|
CSB Bancorp, Inc. (OH)
|
Civista Bancshares, Inc. (OH)
|
Cortland Bancorp (OH)
|
•
|
Total Cash Compensation = Base Salary + Annual Cash Incentives / Bonus;
|
•
|
Direct Compensation = Total Cash Compensation + Three-Year Average Equity Awards (2015-2017 for LCNB and 2014-2016 for peers); and
|
•
|
Total Compensation = Direct Compensation + Other Compensation + Retirement Benefits / Perquisites
|
•
|
LCNB’s financial performance was competitive versus peers; comparisons to the peer group/market 50
th
percentile are appropriate;
|
•
|
LCNB has adequate and appropriate compensation tools available to attract, motivate and retain high-quality, skilled executives and to provide a mix of short- and long-term compensation opportunities;
|
•
|
“Total Cash Compensation” of the named executive officers was relatively conservative when compared to peer (below the peer group 25
th
percentile);
|
•
|
For “Direct Compensation,” LCNB had provided competitive equity awards when compared to peer over recent years on average. However, due to below market salaries and cash incentives, direct compensation remained below the peer group 25
th
percentile; and
|
•
|
“Total Compensation” supports that LCNB has competitive executive benefits as most executive officers comparisons to peer increased when including other compensation and benefits.
|
Name
|
2017 Base Salary ($)
|
2018 Base Salary ($)
|
Percent Increase (%)
|
Steve P. Foster
|
$286,000
|
$330,000
|
15.4%
|
Eric J. Meilstrup
|
$147,000
|
$170,000
|
15.6%
|
Robert C. Haines II
|
$147,000
|
$170,000
|
15.6%
|
Matthew P. Layer
|
$147,000
|
$170,000
|
15.6%
|
John F. Smiley
(1)
|
N/A
|
$117,000
|
N/A
|
(1)
|
Mr. Smiley became Executive Vice President and Columbus Market President of LCNB and the Bank on June 1, 2018 in connection with LCNB’s acquisition of Columbus First Bancorp, Inc.
|
Name and Principal
Position
|
Year
|
Salary($)
|
Restricted Stock
Awards ($)
(1)
|
Option
Awards ($)
|
Non-Equity Incentive Plan
Compensation($)
|
Non-Qualified Deferred Compensation
Earnings($)
|
All Other
Compensation
|
Total ($)
|
Steve P. Foster,
Chief Executive Officer
|
2018
2017
2016
|
$ 330,000
$ 286,000
$ 271,000
|
57,197
29,875
N/A
|
N/A
N/A
N/A
|
$27,170
$ 25,956
$ 20,140
|
$ 36,940
(2)
$ 270,250
$ 225,697
|
$ 31,068
(3)
$ 23,023
$ 22,715
|
$ 482,374
$ 635,104
$ 539,552
|
Eric J. Meilstrup,
President
|
2018
2017
2016
|
$ 170,000
$ 147,000
$ 139,000
|
29,395
15,334
N/A
|
N/A
N/A
N/A
|
$ 13,965
$ 12,611
$ 45,793
|
$ 2,113
(2)
$ 93,378
$ 45,793
|
$ 27,010
(3)
$ 21,070
$ 18,751
|
$ 242,483
$ 289,394
$ 215,199
|
Robert C. Haines II,
Executive Vice President and Chief Financial Officer
|
2018
2017
2016
|
$ 170,000
$ 147,000
$ 139,000
|
29,395
15,334
N/A
|
N/A
N/A
N/A
|
$13,965
$ 13,205
$ 12,256
|
$ 2,701
(2)
$ 48,942
$ 20,073
|
$ 20,898
(3)
$ 22,302
$ 17,449
|
$ 236,959
$ 246,783
$ 188,777
|
Matthew P. Layer,
Executive Vice President
|
2018
2017
2016
|
$ 170,000
$ 147,000
$ 139,000
|
29,395
15,334
N/A
|
N/A
N/A
N/A
|
$13,965
$ 13,205
$ 12,255
|
$ 30,995
(2)
$ 130,453
$ 74,614
|
$ 6,947
(3)
$ 6,369
$ 6,024
|
$ 251,302
$ 312,361
$ 231,893
|
John F. Smiley,
(4)
Executive Vice President, Columbus Market President
|
2018
|
$117,000
|
N/A
|
N/A
|
$ N/A
|
$7,378
|
$ 6,776
(3)
|
$131,155
|
(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 on pages 89-91
of LCNB’s Annual Report in Form 10-K for the year ended December 31, 2018.
|
(2)
|
Includes above market interest paid on the non-qualified deferred compensation plan as follows: Mr. Foster, $31,622; Mr. Meilstrup, $3,607; Mr. Haines, $1,850; Mr. Layer, $4,946; and Mr. Smiley, $0. The above market interest rate is calculated by subtracting 120% of the federal long-term rate (3.98%) from the rate paid by the Bank on the deferred compensation funds (currently 8%). The resulting difference of 3.22% 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. Foster, $3,691; Mr. Meilstrup, $1,494; Mr. Haines, $851; Mr. Layer, $26,049; and Mr. Smiley, $0. Also includes the change in aggregate increase in the actuarial present value of the officer’s accumulated benefit under the Bank’s Non-Qualified benefit plan as follows: Mr. Foster, $1,627.
|
(3)
|
Includes Bank director fees for: Mr. Foster, $22,000 and Mr. Meilstrup, $7,500. Includes health and long-term disability payments as follows: Mr. Foster, $7,523; Mr. Meilstrup, $11,508; Mr. Haines, $8,930; Mr. Layer, $6,947; and Mr. Smiley $6,776. Includes auto allowance for Mr. Foster of $1,545. Includes 401(k) contributions for Mr. Meilstrup of $8,022 and Mr. Haines of $11,967;
|
(4)
|
Mr. Smiley became Executive Vice President and Columbus Market President of LCNB and the Bank on June 1, 2018 in connection with LCNB’s acquisition of Columbus First Bancorp, Inc. Prior to joining LCNB and the Bank he was the President and Chief Lending Officer of Columbus First Bancorp, Inc. and Columbus First Bank.
|
Name
|
Grant Date
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards
(1)
|
Estimated Future Payouts
Equity
Incentive Plan Awards
|
All other stock awards: Number of shares of stock or units
|
Grant Date Fair Value of Stock Awards
|
||||
|
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
(#)
|
($)
|
Steve P. Foster
|
1/21/18
|
|
33,000
|
66,000
|
|
|
|
|
|
Eric J. Meilstrup
|
1/21/18
|
|
17,000
|
34,000
|
|
|
|
|
|
Robert C. Haines II
|
1/21/18
|
|
17,000
|
34,000
|
|
|
|
|
|
Matthew P. Layer
|
1/21/18
|
|
17,000
|
34,000
|
|
|
|
|
|
John F. Smiley
|
|
|
N/A
|
N/A
|
|
|
|
|
|
Steve P. Foster
|
2/12/18
|
|
|
|
|
|
|
2,979
|
57,197
|
Eric J. Meilstrup
|
2/12/18
|
|
|
|
|
|
|
1,531
|
29,395
|
Robert C. Haines II
|
2/12/18
|
|
|
|
|
|
|
1,531
|
29,395
|
Matthew P. Layer
|
2/12/18
|
|
|
|
|
|
|
1,531
|
29,395
|
John F. Smiley
|
|
|
|
|
|
|
|
N/A
|
N/A
|
(1)
|
Although the Estimated Future Payouts are provided in the table, the awards were granted in 2018 and are disclosed in the “Summary Compensation Table.”
|
|
Option Awards
|
Stock Awards
|
||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable (#)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable (#)
|
Option
Exercise
Price ($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
have not
Vested (#)
(5)
|
Market Value
of Shares or
Units of Stock
that have not
Vested ($)
(9)
|
Steve P. Foster
|
3,130
(1)
3,824
(2)
2,639
(3)
|
0
0
0
|
$11.50
$11.85
$12.60
|
02/21/20
02/14/21
02/13/22
|
1,644
(6)
1,055
(7)
2,979
8)
|
$24,913
$15,986
$45,132
|
Eric J. Meilstrup
|
0
(1)
0
(2)
311
(3)
|
0
0
0
|
$11.50
$11.85
$12.60
|
02/21/20
02/14/21
02/13/22
|
667
(6)
542
(7)
1,531
(8)
|
$10,108
$8.205
$23,195
|
Robert C. Haines II
|
0
(1)
0
(2)
0
(3)
|
0
0
0
|
$11.50
$11.85
$12.60
|
02/21/20
02/14/21
02/13/22
|
667
(6)
542
(7)
1,531
(8)
|
$10,108
$8.205
$23,195
|
Matthew P. Layer
|
743
(1)
1,400
(2)
1,231
(3)
|
0
0
0
|
$11.50
$11.85
$12.60
|
02/21/20
02/14/21
02/13/22
|
667
(6)
542
(7)
1,531
(8)
|
$10,108
$8.205
$23,195
|
John F. Smiley
(4)
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
N/A
|
(4)
|
Mr. Smiley is eligible to participate in the Equity Incentive Plan beginning in 2019.
|
(5)
|
Represents the number of restricted share awards that have not vested as of December 31, 2018.
|
(6)
|
Represents restricted shares awarded by the Board of Directors on December 28, 2015 pursuant to the Plan.
|
(7)
|
Represents restricted shares awarded by the Board of Directors on February 27, 2017 pursuant to the Plan.
|
(8)
|
Represents restricted shares awarded by the Board of Directors on February 12, 2018 pursuant to the Plan.
|
(9)
|
Represents the value of the unvested restricted stock awards based on the Company’s closing stock price on December 31, 2018 of $15.15.
|
|
Option Awards
|
Stock Awards
|
||
Name
|
Number of
Shares
Acquired on
Exercise (#)
|
Value Realized
on Exercise ($)
|
Number of Shares
Acquired on
Vesting (#)
|
Value Realized
on Vesting ($)
|
Steve P. Foster
|
3,889
|
29,440
|
1,086
|
18.319
|
Eric J. Meilstrup
|
N/A
|
N/A
|
469
|
7,984
|
Robert C. Haines II
|
N/A
|
N/A
|
469
|
7,984
|
Matthew P. Layer
|
467
|
3,535
|
469
|
7,984
|
John F. Smiley
|
N/A
|
N/A
|
N/A
|
N/A
|
Name
|
Plan Name
|
Number of Years
Credited Service (#)
|
Present Value of
Accumulated
Benefits ($)
|
Payments During
Last Fiscal Year ($)
|
Steve P. Foster
|
Defined Benefit Plan
Non-Qualified Plan
|
41
41
|
1,835,230
1,005,127
|
None
None
|
Eric J. Meilstrup
|
Defined Benefit Plan
|
28
|
287,144
|
None
|
Robert C. Haines II
|
Defined Benefit Plan
|
24
|
140,096
|
None
|
Matthew P. Layer
|
Defined Benefit Plan
|
37
|
569,176
|
None
|
John F. Smiley
|
N/A
|
N/A
|
N/A
|
None
|
Name
|
Executive Contributions in Last Fiscal Year
($)
(1)
|
Registrant Contributions in Last Fiscal Year ($)
|
Aggregate Earnings
in Last Fiscal Year
($)
(2)
|
Aggregate Withdrawals/ Distributions ($)
|
Aggregate Balance
at Last Fiscal Year
End ($)
|
Steve P. Foster
|
27,170
|
None
|
79,923
|
None
|
1,041,578
|
Eric J. Meilstrup
|
6,983
|
None
|
9,119
|
None
|
119,113
|
Robert C. Haines II
|
6,983
|
None
|
4,678
|
None
|
61,344
|
Matthew P. Layer
|
11,731
|
None
|
12,503
|
None
|
163,477
|
John F. Smiley
|
N/A
|
None
|
N/A
|
None
|
N/A
|
(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 for each NEO are: Mr. Foster, $31,622; Mr. Meilstrup, $3,607; Mr. Layer, $4,946; Mr. Haines, $1,850; and Mr Smiley, $0.
|
Steve P. Foster
|
9,593
|
Eric J. Meilstrup
|
311
|
Matthew P. Layer
|
3,374
|
Robert C. Haines II
|
0
|
John F. Smiley
|
0
|
Steve P. Foster
|
|
$1,041,578
|
|
Eric J. Meilstrup
|
|
$119,113
|
|
Robert C. Haines II
|
|
$61,344
|
|
Matthew P. Layer
|
|
$163,477
|
|
John F. Smiley
|
|
$0
|
|
•
|
a person or group obtained control of 50% of the Company’s stock,
|
•
|
a person or group acquires 35% of the Company’s stock within a 12 month period,
|
•
|
a majority of the members of the Board of Directors are replaced within a 12 month period without the endorsement of a majority of the members of the board, or
|
•
|
any person or group acquires assets from the Company worth at least 40% of the fair market value of all of the assets of the Company.
|
•
|
a person or group acquires ownership of the Company’s shares representing more than 50% of total fair market value or total voting power,
|
•
|
one person or group acquires assets representing 50% or more of the total gross fair market value of all the assets of the Company.
|
•
|
a person or group obtained control of 50% of the Company’s stock, or
|
•
|
a merger or sale of substantially all of the assets, reorganization, or the a majority of the members of the Board of Directors are replaced, without the approval of the Board of Directors.
|
Spencer S. Cropper
|
John H. Kochensparger III
|
Anne E. Krehbiel
|
Valerie S. Krueckeberg
Mary Bradford
|
ANNUAL MEETING OF SHAREHOLDERS
April 23, 2019
|
|
1. Proposal 1. Election of Directors
. The nominees for the Class II Directors to serve a three-year term and until their successors are elected and qualified are:
|
|
FOR
[ ]
|
WITH-
HOLD
[ ]
|
FOR ALL
EXCEPT
[ ]
|
||
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
|
|
|
Class II – Steve P. Foster
Class II – Michael J. Johrendt
Class II – Anne E. Krehbiel
Class II – Valerie S. Krueckeberg
INSTRUCTION: To withhold authority to vote for any individual nominee, mark “For All Except” and write that nominee’s name in the space provided below.
________________________________________________________
|
|||||
The undersigned hereby appoints Joseph W. Schwarz, Kathleen Porter Stolle, and Bernard H. Wright, Jr., and each of them, with full power of substitutions, as proxies to vote, as designated below, for and in the name of the undersigned all shares of stock of LCNB Corp. which the undersigned is entitled to vote at the annual meeting of the shareholders of said Company scheduled to be held at 10:00 a.m. on April 23, 2019 at 105 North Broadway, Lebanon, Ohio or at any adjournments or recesses thereof.
Please mark X in the appropriate box. The Board of Directors recommends a FOR vote for each of the Directors in Proposal 1 and a FOR vote for Proposal 2.
|
|
2. Proposal 2.
To ratify the appointment of BKD, LLP as the independent registered accounting firm for the company.
|
|
FOR
[ ]
|
AGAINST
[ ]
|
ABSTAIN
[ ]
|
||
|
3.
In their discretion, the proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted FOR the election of Directors and the ratification of the accountants.
ALL FORMER PROXIES ARE HEREBY REVOKED
|
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|
|
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|
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|
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|
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|
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|
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|