DEF: Ohio Valley Banc Corp. Announces Annual Shareholder Meeting and Proxy Statement

Ohio Valley Banc Corp. will hold its Annual Meeting of Shareholders on May 14, 2025, to elect directors, approve executive compensation, and ratify the selection of its accounting firm.

Summary

• Ohio Valley Banc Corp. is holding its Annual Meeting of Shareholders on May 14, 2025, at the Holzer Leadership & Innovation Institute in Gallipolis, Ohio.
• Shareholders will vote on the election of three directors for three-year terms: Larry E. Miller II, Edward J. Robbins, and K. Ryan Smith.
• A non-binding advisory vote will be held to approve the compensation of the company's named executive officers.
• Shareholders will also vote to ratify the selection of Plante & Moran, PLLC as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The record date for determining shareholders eligible to vote is March 21, 2025.
• Shareholders can vote by proxy via internet, phone, or mail, or in person at the Annual Meeting.
• Last year, 80% of the Company's shares were represented at the Annual Meeting.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, which is generally neutral in tone. The positive aspects include the company's commitment to shareholder engagement and corporate governance best practices.

Positives

• The Board of Directors encourages shareholder participation in the Annual Meeting.
• The company provides multiple methods for shareholders to vote, including online, phone, and mail.
• The company has a Lead Independent Director to ensure a strong independent presence on the Board.
• 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.

Risks

• The business of banking has been and will continue to be centered on the management of risk.
• The most prominent of these risks are credit, interest rate, liquidity, strategic, operational and reputational risk.

Future Outlook

The Board of Directors intends to attempt to determine the reason for any significant vote against approval of the executive compensation and may make changes to executive compensation based on its findings.

Management Comments

• Thomas E. Wiseman, Chairman of the Board: 'We take pleasure in inviting you to our Annual Meeting of Shareholders.'
• Larry E. Miller II, President and Chief Executive Officer: 'We urge you to submit your proxy even if you plan to attend the Annual Meeting to ensure that your shares are represented.'

Industry Context

This is a standard proxy statement for a publicly traded bank holding company, covering routine matters such as director elections, executive compensation, and auditor ratification, similar to those of other community banks.

Comparison to Industry Standards

• The compensation structure, including base salary, bonus, retirement plans, and insurance benefits, is typical for community banks of similar size.
• The use of Payfactors for compensation benchmarking is a common practice in the financial services industry.
• The Board's independence criteria and committee structure align with Nasdaq listing standards and SEC regulations.
• The level of detail provided in the proxy statement is consistent with regulatory requirements and industry best practices.

Related Party Transactions

• Brent A. Saunders, Attorney at Law, received retainer fees of $23,000 for legal services to the Company and its subsidiaries during the Company's 2024 fiscal year.
• The Company had outstanding promissory notes to Mr. Eastman and his brother, with interest rates ranging from 3.15% to 5.25%.
• The Company also has one outstanding promissory note to Mr. Thomas and his father with an interest rate of 5.00%.

Stakeholder Impact

• Shareholders have the opportunity to vote on key corporate governance matters.
• Executive officers' compensation is tied to the company's performance.
• Employees benefit from the company's retirement plans and other benefits.
• The company's risk management policies aim to protect the interests of all stakeholders.

Next Steps

• Shareholders are encouraged to review the proxy materials and vote their shares.
• The Board of Directors will consider the results 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 auditor.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Shareholders, Board of Directors, Executive Compensation, Director Election, Plante & Moran, Independent Auditor, Ohio Valley Banc Corp, OVBC