LCNB (LCNB) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 19, 2025, to be held virtually, with shareholders of record as of April 1, 2025, eligible to vote.

• Key items include election of four Class II directors, advisory say-on-pay vote, auditor ratification, approval of a new incentive plan, and a shareholder proposal regarding a sale of the company.

• Board recommends voting for all management proposals and against the shareholder proposal to sell the company.

Voting matters and shareholder proposals

• Election of four Class II directors to serve until 2028; all are incumbent directors.

• Advisory, non-binding vote on executive compensation (say-on-pay) recommended for approval.

• Ratification of Plante & Moran, PLLC as independent auditor for 2025 recommended for approval.

• Approval of the 2025 Ownership Incentive Plan, allowing grants of up to 600,000 shares, recommended for approval.

• Shareholder proposal to effectuate a sale of the company is opposed by the Board, citing strong long-term performance and recent acquisitions.

Board of directors and corporate governance

• Board consists of 12 members divided into three classes; majority are independent per NASDAQ rules.

• Chairman and CEO roles are separated; Board leadership structure reviewed periodically.

• Board committees include Audit, Compensation, Nominating, Trust, Pension, Loan, and Technology, with regular meetings and high attendance.

• Director compensation includes cash retainers, committee fees, and equity grants, with recent increases based on market studies.

• Nominating Committee considers a broad range of qualifications and diversity for director candidates.