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 proposals include election of four Class II directors, advisory say-on-pay vote, ratification of external auditor, approval of a new incentive plan, and a shareholder proposal to sell 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 nominees are current directors with diverse backgrounds in law, finance, and community service.

• Advisory vote on executive compensation (say-on-pay) is non-binding; Board will consider results in future decisions.

• Ratification of Plante & Moran, PLLC as independent auditor for 2025; representatives will attend the meeting.

• Approval sought for the 2025 Ownership Incentive Plan, allowing up to 600,000 shares for key employees, directors, and consultants.

• Shareholder proposal recommends the Board pursue a sale of the company; Board opposes, citing strong long-term performance and recent strategic acquisitions.

Board of directors and corporate governance

• Board consists of 12 members divided into three classes, with regular evaluation of composition and skills.

• Majority of directors are independent under NASDAQ rules; CEO and Chairman roles are separated.

• Board committees include Audit, Compensation, Nominating, Trust, Pension, Loan, and Technology, each with defined responsibilities.

• Directors receive annual retainers, committee fees, and equity grants; compensation reviewed and adjusted based on market studies.