Carl Culp
About Carl D. Culp
Carl D. Culp, 61, is an independent director of Farmers National Banc Corp. (FMNB) serving since 2023; he is Chair of the Board Enterprise Risk Management Committee and a member of the Executive Committee. He spent 32 years at Farmers Bank, retiring on August 15, 2021 as Senior Executive Vice President and Chief Financial Officer; he is a retired certified public accountant and graduate of Youngstown State University . The Board has affirmatively determined Mr. Culp is independent under NASDAQ rules despite his prior executive role at the company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Farmers National Bank (subsidiary) | Senior Executive Vice President & Chief Financial Officer | 32 years; retired Aug 15, 2021 | Led finance; experience directly relevant to risk oversight |
| Farmers National Banc Corp. | Director | Since 2023 | Now chairs Board Enterprise Risk Management; member, Executive Committee |
| Farmers National Banc Corp. | Director appointment effective date | Sep 1, 2023 | Board additions announcement (effective date) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Way of Youngstown and the Mahoning Valley | Finance Committee member | Current | Community finance oversight |
| Rotary Club of Canfield | Member | Current | Civic engagement |
| United Way | Prior board positions | Prior | Non-profit governance experience |
| Shepherd of the Valley Lutheran Retirement Services | Prior board positions | Prior | Senior care governance |
| Youngstown State University Accounting & Finance Advisory Council | Prior board positions | Prior | Academic advisory governance |
Board Governance
- Committee assignments: Chair, Board Enterprise Risk Management Committee (BERM); member, Executive Committee. Not a member of Audit, Compensation, or Corporate Governance & Nominating committees per current composition .
- Committee meeting cadence (2024): BERM held 4 meetings; Executive Committee held 8 meetings .
- Independence: Board affirmed Culp’s independence under NASDAQ rules; only the CEO was deemed non-independent for 2025 .
- Attendance: The Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings. All current directors attended the 2024 Annual Meeting virtually .
- Board chair structure: Independent Chair of the Board is Terry A. Moore (relevant for Executive Committee leadership interface) .
Fixed Compensation
Director compensation for 2024 (non-employee directors):
| Item | 2024 |
|---|---|
| Fees earned or paid in cash (Culp) | $62,500 |
| Equity grant fair value (RSUs) | $16,580 (1,384 RSUs) |
| Total | $80,006 |
| Notes on chair fees | Other committee chair retainers were $7,500; Audit Chair $10,000; independent Board Chair $37,500 (Culp’s 2024 cash reflects base only) |
Performance Compensation
| Award Type | Grant Date | Shares/Units | Grant Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock Units (annual director grant) | Apr 18, 2024 | 1,384 RSUs | $16,580 (value determined by dividing $17,500 by 30-day average closing price pre-grant) | Vest on date of 2025 Annual Meeting of Shareholders | None disclosed for director grants (time-based vesting) |
- Anti-hedging/pledging: Directors are prohibited from pledging FMNB shares, margin purchases, short sales, or any hedging transactions under the insider trading policy .
- Stock ownership guidelines: Non-executive directors must reach ownership equal to 4.0x annual base retainer within five years of becoming a director; compliance progress is monitored .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in the proxy biography |
| Interlocks with competitors/suppliers/customers | None disclosed beyond ordinary-course banking relationships overseen under Regulation O and Audit Committee review |
Expertise & Qualifications
- Retired CPA, long-tenured bank CFO; strong financial reporting and risk oversight background aligned with BERM chair responsibilities .
- Community and non-profit governance experience (United Way, senior care, academic advisory), adding stakeholder perspective .
Equity Ownership
Beneficial ownership as of March 4, 2025:
| Holder | Total Beneficial Ownership | % of Outstanding | Notable Details |
|---|---|---|---|
| Carl D. Culp | 68,787 shares | Less than 1% | Jointly owned with spouse; includes 1,384 unvested RSUs awarded Apr 18, 2024, vesting at 2025 Annual Meeting |
- Shares pledged as collateral: Prohibited by policy; no pledging disclosed .
- Options outstanding: None outstanding for directors as of the measurement date; ownership calculations include rights to acquire within 60 days (none via options) .
Insider Trades
| Date | Form | Transaction Summary | Link |
|---|---|---|---|
| Apr 19, 2024 | Form 4 | Reporting change in beneficial ownership; reflects April 18, 2024 RSU grant to non-employee directors (1,384 RSUs) as disclosed in proxy |
Governance Assessment
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Board effectiveness: Culp’s background as long-time CFO and retired CPA provides credible financial and risk oversight, reflected in his role as BERM Chair; meeting cadence (4 BERM; 8 Executive) indicates active oversight touchpoints .
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Independence and conflicts: Despite prior executive role, the Board affirmed independence and reported no non-banking business relationships requiring consideration in 2024; insider banking relationships were ordinary-course, market terms, and within normal risk .
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Alignment: Ownership guidelines (4x retainer within five years) plus annual RSU grants create alignment; anti-hedging/pledging policy strengthens investor confidence .
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Director pay mix: 2024 mix was ~$62.5k cash and ~$16.6k equity; no meeting fees or other compensation reported; chair fee not reflected in Culp’s 2024 cash (suggests chair role may have commenced subsequent to 2024) .
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Attendance: Board-wide attendance threshold met (≥75%); annual meeting participation confirmed; individual attendance not separately disclosed—no red flag identified .
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RED FLAGS: None evident in disclosures. No related-party business transactions beyond regulated ordinary-course banking, no pledging/hedging, no public-company interlocks disclosed, and compensation structure appears standard for peer benchmarking .