Andre Thornton
About Andre Thornton
Andre Thornton (age 75) is an independent director of Farmers National Banc Corp. (FMNB), serving since January 1, 2023. He is Chief Executive Officer of ASW Global, LLC, a privately-held supply chain management company he acquired in 2007, with 36 years of experience in entrepreneurial ventures and M&A; he also has a national speaking profile on executive leadership, organizational change, and DEI, and previously played professional baseball for 21 years (Roberto Clemente Award in 1979) . The Board has affirmatively determined he is independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ASW Global, LLC (private) | Chief Executive Officer | 2007–Present | Supply chain leadership; entrepreneurial/M&A experience cited by FMNB’s Corporate Governance & Nominating Committee as adding business and governance expertise |
| Professional Baseball (MLB) | Player | 21 years | Roberto Clemente Award (1979); national speaking on leadership and DEI |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Speaking engagements (national) | Speaker | Ongoing | Executive leadership, organizational change, diversity & inclusion |
| Other public company boards | — | — | None disclosed in FMNB proxy statements |
Board Governance
- Committee memberships (current disclosures):
- Board Enterprise Risk Management Committee member; the committee met 4 times in 2024 (Chair: Carl D. Culp) .
- Corporate Governance & Nominating Committee member (committee detail provided in 2023 proxy) ; his biography confirms membership in both Board Enterprise Risk and Corporate Governance & Nominating .
- Independence: FMNB’s Board lists Thornton among independent directors for 2024/2025 .
- Attendance: The Board held 10 meetings in 2024, and each incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting virtually .
- 2024 Director election results (Class II):
- Votes for Thornton: 18,360,236; Votes withheld: 4,192,101; Broker non-votes: 6,356,143 (For ≈81.4% of votes cast excluding broker non-votes) .
- Say-on-Pay (advisory) 2024: 84.47% support (19,049,649 For; 2,778,583 Against; 724,106 Abstain; 6,356,143 broker non-votes) .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $62,500 | $62,500 |
| Stock Awards ($, RSUs fair value) | $17,506 | $16,580 |
| RSUs (#) | 1,537 (awarded Apr 20, 2023) | 1,384 (awarded Apr 18, 2024) |
| Vesting | Vests at 2024 Annual Meeting | Vests at 2025 Annual Meeting |
| Total ($) | $80,006 | $80,006 |
| Director Fee Structure (context) | Annual retainer $80,000 paid as $62,500 cash + $17,500 RSUs; chair retainers: $37,500 (Board Chair), $10,000 (Audit Chair), $7,500 (other committee chairs) | Annual cash retainer $62,500; same chair retainer levels apply |
- No pension or nonqualified deferred comp; no “other compensation” for non-employee directors .
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Non-equity incentive plan compensation | None for non-employee directors | None for non-employee directors |
| Options/PSUs tied to performance | Not disclosed for directors; standard director RSUs are service-based | Not disclosed for directors; standard director RSUs are service-based |
| Performance metrics (TSR, ROE, ESG) | Not applicable to director pay | Not applicable to director pay |
| Clawbacks/COC provisions | Not disclosed for directors in proxy director comp section | Not disclosed for directors in proxy director comp section |
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Private company roles: CEO of ASW Global, LLC .
- Interlocks/conflicts: The Board reports no business relationships outside ordinary-course banking requiring independence reconsideration in 2024 . Audit Committee reviews related party transactions .
Expertise & Qualifications
- Entrepreneurial/M&A execution, business ownership, supply chain management (ASW Global CEO) .
- Leadership/organizational change/diversity & inclusion expertise .
- Board affirms independence under NASDAQ rules .
- Governance process: Corporate Governance & Nominating Committee emphasizes diversity of skills/experience in board construction .
Equity Ownership
| Metric | As of Mar 7, 2023 | As of Mar 4, 2025 |
|---|---|---|
| Total Beneficial Ownership (shares) | 368 | 11,790 |
| Percent of Outstanding | <1% (*) | <1% (*) |
(*) Less than 1% as denoted in the beneficial ownership tables .
- Stock Ownership Guidelines: Non-executive directors must own FMNB stock equal to 4.0x the annual base retainer within five years; anti-hedging and anti-pledging policies apply to directors .
Governance Assessment
- Independence and Engagement: Thornton is independent and serves on risk oversight and governance committees, aligning with board effectiveness in enterprise risk and governance processes; board-level attendance expectations were met in 2024 .
- Ownership Alignment: Beneficial ownership increased from 368 shares (Mar 2023) to 11,790 (Mar 2025), reflecting alignment progression via service-based RSU grants and/or open-market accumulation; still below 1% of shares outstanding . Directors are required to meet ownership guidelines over five years, with anti-hedging/pledging restrictions supporting alignment .
- Compensation Mix: Director pay is primarily fixed cash ($62.5k) with modest service-based RSUs (~$16.6–$17.5k), no performance-linked incentives for directors; no pensions, deferred comp, or other pay—reducing pay-for-performance concerns on the board side .
- Shareholder Signals: 2024 election support for Thornton was 18,360,236 For vs. 4,192,101 Withheld (≈81.4% of votes cast, excluding broker non-votes), indicating solid but not unanimous investor support; Say-on-Pay passed with 84.47% approval, signaling generally favorable investor sentiment toward compensation governance .
- Conflicts/Related Party Review: FMNB discloses ordinary-course banking relationships with insiders; Audit Committee oversees related party transactions and the Board determined no other business relationships (outside banking) required independence reconsideration in 2024—mitigating conflict risk .
- RED FLAGS: None evident in filings. No disclosed hedging/pledging (prohibited by policy) ; no related-party transactions outside ordinary banking relationships ; attendance thresholds met ; no director option repricings or unusual director pay structures disclosed .