DEF 14A: Ohio Valley Banc Corp. Announces Annual Shareholder Meeting and Proxy Details

Ohio Valley Banc Corp. will hold its Annual Meeting of Shareholders on May 15, 2024, to elect directors, approve executive compensation, and ratify the selection of an independent accounting firm.

Summary

• Ohio Valley Banc Corp. is holding its Annual Meeting of Shareholders on May 15, 2024, at the Holzer Leadership & Innovation Institute in Gallipolis, Ohio.
• Shareholders of record as of March 22, 2024, are entitled to vote.
• The meeting will include the election of four directors for three-year terms, a non-binding vote on executive compensation, and the ratification of Plante & Moran, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
• Shareholders can vote by proxy via internet, phone, or mail, with instructions available at www.cleartrustonline.com/ovbc or by calling 1-813-235-4490.
• The company encourages shareholders to vote, noting that 72% of shares were represented at last year's meeting.
• The Board of Directors recommends voting for the election of the director nominees, the approval of executive compensation, and the ratification of the accounting firm selection.

Sentiment

Score: 6

Explanation: The document is neutral in tone, providing factual information about the upcoming shareholder meeting and related proposals. The decrease in net income and TSR is a negative point, but the overall sentiment is balanced.

Positives

• The company encourages shareholder participation in the voting process.
• The Board of Directors is actively engaged in risk oversight through the Board Enterprise Risk Committee.
• The company has a Stock Ownership and Retention Policy for directors to align their interests with those of shareholders.
• The company has a clawback policy for the recovery of erroneously awarded compensation.

Negatives

• The company dismissed Crowe LLP as its independent registered public accounting firm, effective following the completion of its audit for the year ending December 31, 2023.
• Net income decreased from $13,338,000 in 2022 to $12,631,000 in 2023, a decrease of 5.30%.
• TSR decreased from $117.92 in 2022 to $109.12 in 2023, a decrease of 7.46%.

Risks

• The company faces credit, interest rate, liquidity, strategic, operational, and reputational risks.
• The Board of Directors recognizes that no policy can anticipate all conditions, situations, and opportunities that may arise during the normal course of operations.

Future Outlook

The Board of Directors expects management to exercise prudent judgment in the day-to-day implementation of the Company's risk management policies.

Management Comments

• Thomas E. Wiseman, Chairman of the Board, and Larry E. Miller II, President and Chief Executive Officer, invite shareholders to the Annual Meeting to report on operations during the 2023 fiscal year and plans for the future.
• The Nominating and Corporate Governance Committee believes the current leadership arrangement takes advantage of the unique experience of Messrs. Wiseman and Miller, with the independence of Mr. Thomas, to ensure both management and Board succession for the long-term success of the Company and its subsidiaries.

Industry Context

This announcement is typical for publicly traded companies, providing shareholders with necessary information to make informed decisions regarding company leadership and direction.

Comparison to Industry Standards

• The company's executive compensation practices are benchmarked against peer financial institutions in Ohio and the Midwest region using Payfactors, a web-based system.
• The company's Board of Directors independence criteria align with Nasdaq listing standards.
• The company's risk management policies and procedures are designed to comply with the Federal Financial Institutions Examination Council (FFIEC) guidelines.

Management Changes

Corporate Governance

Related Party Transactions

• The Bank has had and expects to have in the future banking transactions in the ordinary course of the Bank's business with certain directors, officers and principal shareholders of the Company and entities with which they are associated.
• Brent A. Saunders, Attorney at Law, received retainer fees of $22,000 for legal services to the Company and its subsidiaries during the Company's 2023 fiscal year, as approved by the Board of Directors in December 2022.
• In December 2023, the Board of Directors approved the payment to Mr. Saunders of $23,000 in retainer fees for legal services to the Company and its subsidiaries during the Company's 2024 fiscal year.
• Since the beginning of 2022, the Company had outstanding at various times thirteen separate promissory notes to Mr. Eastman and his brother.
• The Company also has one outstanding promissory note to Mr. Thomass parents that was issued in 2023.

Stakeholder Impact

• Shareholders are provided with information to vote on key company matters.
• Executive officers' compensation is subject to shareholder approval.
• Employees are affected by changes in retirement plans and compensation programs.
• The community benefits from the company's commitment to its 'Community First' mission.

Next Steps

• Shareholders are encouraged to vote by proxy before the Annual Meeting on May 15, 2024.
• The Board of Directors will consider the outcome of the advisory vote on executive compensation.
• The Audit Committee will continue to oversee the company's financial reporting processes and the performance of the independent registered public accounting firm.

Key Dates

Keywords

Annual Meeting, Shareholders, Proxy Statement, Board of Directors, Executive Compensation, Director Election, Accounting Firm, Ohio Valley Banc Corp, OVBC