Amber Wallace
Senior Executive Vice President, Chief Retail and Marketing Officer at FARMERS NATIONAL BANC CORP /OH/
Executive
About Amber Wallace
Amber Wallace (also disclosed as Amber Wallace Soukenik) served as Executive Vice President, Chief Retail & Marketing Officer at Farmers National Banc Corp. (FMNB) and was a named executive officer (NEO) in 2020–2021; she continued to be listed as the company’s contact in multiple 8-K press releases in 2022–2023, indicating ongoing executive responsibility in that period . Her pay was tightly linked to company performance via an Annual Incentive Plan (AIP) using EPS, ROA, and efficiency ratio metrics and long‑term incentives tied to relative ROE and TSR versus peers; in 2021, all corporate AIP metrics paid at the maximum (150%), while the 2019–2021 long-term program paid at the maximum on both ROE and TSR, evidencing strong pay-for-performance alignment during her NEO tenure . She also utilized the company’s Nonqualified Deferred Compensation Plan, signaling longer-term alignment through voluntary deferrals .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Farmers National Banc Corp. | EVP, Chief Retail & Marketing Officer | By 2021–2023 (press releases show as contact); NEO in 2021 | Drove retail/marketing execution; NEO comp metrics (EPS, ROA, efficiency) paid at 150% in 2021; received special cash award tied to Cortland acquisition integration |
| Farmers National Banc Corp. | SVP, Chief Retail & Marketing Officer | 2015 (NEO) | Led retail/marketing through expansion; received service- and performance‑based equity awards under incentive plan |
Fixed Compensation
| Metric | 2015 | 2020 | 2021 |
|---|---|---|---|
| Base salary ($) | $143,895 | $184,523 | $190,511 |
| Target bonus (% of base) | — | — | 35% |
| Non‑equity incentive plan comp ($) | $67,563 | $105,900 | $120,750 |
| Stock awards ($, grant‑date fair value) | $135,953 | $41,960 | $44,214 |
| Special cash award (merger-related) | — | — | $75,000 (37.5% of base) |
| Annual Incentive Plan (AIP) payout ($) | — | — | $98,000 (140% of target) |
Notes: 2021 “Non‑Equity Incentive Plan Compensation” includes AIP and any LTI cash payouts; 2021 AIP payout specifically disclosed at $98,000 .
Performance Compensation
2021 Annual Incentive Plan (AIP) — Amber Wallace (Soukenik)
| Metric | Weight | Threshold | Target | Max | Actual | Payout % |
|---|---|---|---|---|---|---|
| EPS | 20% | $1.32 | $1.39 | $1.46 | $2.13 | 150% |
| ROA | 20% | 1.24% | 1.30% | 1.37% | 1.83% | 150% |
| Efficiency ratio | 10% | 56.25% | 55.00% | 53.75% | 46.33% | 150% |
| Area of responsibility metric | 20% | — | — | — | — | 150% |
| Area of responsibility metric | 20% | — | — | — | — | 100% |
| Area of responsibility metric | 10% | — | — | — | — | 150% |
| Subjective (scorecard) | 10% | — | — | — | — | 150% |
Additional AIP design features: circuit breaker at Texas ratio >15% (no bonuses payable); 2021 Texas ratio ~4% (well below trigger) .
Long‑Term Incentive (LTI) structure and outcomes
- Structure (typical weighting during 2019–2021 and 2021 grants): 25% service‑based RSUs (3‑year cliff), 50% performance‑based equity (3‑year, avg ROE vs peers), 25% performance‑based cash (3‑year, TSR vs peers) .
- 2019–2021 performance cycle: Relative average ROE and relative TSR both at 100th percentile; payout at 200% of target on both metrics .
- 2021 grant specifics for Amber (as NEO): performance‑based equity at target 2,092 shares (max 4,184), service‑based RSUs 1,046 shares; LTI cash grant target $14,426 (threshold $2,885; max $28,852) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/6/2020) | 25,273 shares |
| Beneficial ownership (as of 3/8/2022) | 38,345 shares |
| Nonqualified Deferred Compensation – balance | $244,811 (2020) ; $337,816 (2021) |
| Stock ownership guidelines | Other executive officers: 1.0x base salary; compliance assessed over 7 years from first inclusion in LTI plans |
| Anti‑hedging/pledging | Executives prohibited from pledging, short sales, or hedging in company stock |
Vesting schedules (as of 12/31/2021):
- Service‑based RSUs: 843 vesting 2/20/2022; 878 vesting 2/18/2023; 1,046 vesting 2/22/2024 .
- Performance‑based ROE shares (uneaned, at target equivalents shown separately in table counts presented as “maximum” in the proxy): 3,370 (2019 grant) vesting 2/20/2022; 3,514 (2020 grant) vesting 2/18/2023; 4,184 (2021 grant) vesting 2/22/2024 (actual vesting based on relative ROE percentile) .
Employment Terms
| Component | Executive Separation Policy (no CIC) | Change‑in‑Control (double trigger) |
|---|---|---|
| Trigger | Termination without Cause or for Good Reason | Termination by company w/o Cause or by executive for Good Reason within 6 months prior to or 12 months post‑CIC |
| Cash severance | 18 months’ salary for executives other than CEO | 1x salary |
| Bonus | Target AIP for year of termination (lump sum; pro rata in policy description context for non‑CIC) | 1x average annual bonus (3‑year lookback) |
| Health (COBRA) | 18 months | 12 months |
| Outplacement | Up to $7,500 | Not provided to Ms. Soukenik per CIC summary (provided to certain others) |
| Equity – service‑based | Full vest | Full vest |
| Equity – performance‑based | Forfeited (non‑CIC) | Vest at target |
Illustrative potential payments as of 12/31/2021 (company-calculated):
- Voluntary termination with Good Reason or involuntary without Cause (no CIC): Total $668,468 .
- Voluntary termination with Good Reason or involuntary without Cause upon CIC: Total $893,013 .
Clawback: Company maintains a clawback policy compliant with Nasdaq Rule 5608 for recovery of erroneously awarded incentive compensation upon restatements .
Performance & Track Record Highlights (during NEO period)
- 2021 AIP corporate metrics (EPS $2.13; ROA 1.83%; efficiency ratio 46.33%) all paid at 150% of target, underscoring strong operating execution that year .
- Strategic transaction execution: Company paid special cash awards in 2021 (including $75,000 to Ms. Wallace) for successful completion of the Cortland Bancorp acquisition and integration, reflecting tangible M&A execution contributions .
- Long‑term performance linkage: The 2019–2021 LTI cycle paid at 200% on both ROE and TSR relative to peers, while later 2022–2024 LTI results for the company showed mixed outcomes (ROE component at maximum; TSR below threshold), demonstrating balanced upside/downside over cycles .
Compensation Structure Analysis
- Increased at‑risk pay: Ms. Wallace’s 2021 compensation skewed toward performance—AIP (140% of target) and LTI grants (service and performance shares), plus a one‑time transaction award for M&A execution, aligning pay with outcomes .
- Clear metric rigor and risk guardrails: AIP with defined thresholds/targets/max and a Texas ratio circuit breaker to prevent payouts under deteriorating credit profiles .
- Ownership alignment: Material beneficial ownership (25,273 shares in 2020; 38,345 shares in 2022) alongside deferred compensation participation and anti‑hedging/pledging policies support alignment and reduce governance risk .
Equity Ownership & Vesting Details
| Category | Amount / Dates |
|---|---|
| Service RSUs outstanding (12/31/2021) | 2,767 shares; vest 843 (2/20/2022), 878 (2/18/2023), 1,046 (2/22/2024) |
| Performance equity (unearned, as of 12/31/2021) | 3,370 (2019 grant, vest 2/20/2022); 3,514 (2020 grant, vest 2/18/2023); 4,184 (2021 grant, vest 2/22/2024), subject to ROE vs peers |
| Nonqualified plan balance | $244,811 (2020); $337,816 (2021) |
| Beneficial ownership | 25,273 (3/6/2020); 38,345 (3/8/2022) |
Say‑on‑Pay & Governance Context
- Say‑on‑pay support: 84% of shares present voted in favor at the 2024 annual meeting, indicating general shareholder support for the company’s executive pay programs .
- Stock ownership guidelines: Other executive officers must hold ≥1.0× salary within seven years; executives are prohibited from pledging or hedging company stock .
Investment Implications
- Alignment and retention: Multi‑year, performance‑weighted LTI design (relative ROE and TSR) plus meaningful share ownership and deferred comp balances support alignment; separation/CIC protections (1× salary and bonus on a double trigger) are moderate and retention‑supportive without being shareholder‑unfriendly .
- Vesting calendar and potential selling pressure: Historically, RSUs and performance awards vested around late February (e.g., 2/20–2/22), which can create predictable windows for Form 4 activity and modest selling pressure if executives monetize shares; monitor those windows for any trading signals .
- Pay-for-performance signal: Maximum AIP payouts in 2021 and maximum LTI outcomes for 2019–2021 reinforce management execution; the subsequent cycle’s TSR shortfall (companywide) underscores genuine downside when relative returns lag—an encouraging governance feature for investors tracking incentive integrity .