David Paull
About David Z. Paull
Independent director of Farmers National Banc Corp. since 2011; age 70. Retired in 2014 as Vice President, HR Operations and Labor Relations at RTI International Metals, Inc., with 36 years in HR/benefits, corporate strategic planning, and succession planning. Current FMNB committee memberships: Board Enterprise Risk Management, Compensation, and Executive; term expires in 2027. The Board has affirmatively determined Paull to be independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RTI International Metals, Inc. | Vice President, HR Operations & Labor Relations | To 2014 (retired); prior years not specified | Led HR across U.S. manufacturing; expertise in compensation and succession planning |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Youngstown Warren Regional Chamber of Commerce | Board member; Executive Committee | Not disclosed | Regional business leadership; executive committee experience |
| Dorothy Day House | Board member | Not disclosed | Community nonprofit governance |
| Leadership Mahoning Valley | Board member | Not disclosed | Regional leadership development governance |
Board Governance
- Committee assignments: Board Enterprise Risk Management (member), Compensation (member), Executive Committee (member); no chair roles.
- Independence: Confirmed independent under NASDAQ listing rules.
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; Annual Meeting attended virtually by all current directors.
- Committee meeting cadence (2024): Audit (5), Board Enterprise Risk Management (4), Compensation (4), Executive (8).
- Board leadership: Independent non-executive Chair (Terry A. Moore), with Executive Committee authorized to act between board meetings subject to reporting.
- Years of service: Director since 2011; current Class II term through 2027.
Fixed Compensation (Non-Employee Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $62,500 | Standard director retainer |
| Committee chair fees | $0 | Not a chair; chair fees: $37,500 (Board Chair), $10,000 (Audit), $7,500 (other committees) |
| Meeting fees | $0 | No meeting fees disclosed |
| Total cash paid (2024) | $62,500 | As reported in director compensation table |
| Stock award grant-date fair value (RSUs) | $16,580 | 1,384 RSUs granted 4/18/2024; vest at 2025 Annual Meeting |
| Total (cash + equity) | $80,006 | As reported |
Performance Compensation (Non-Employee Director; 2024)
- Equity grant design: Time-based RSUs; 1,384 units granted April 18, 2024; vesting on date of 2025 Annual Meeting. No performance metrics attached.
- No non-equity incentive plan compensation; no pension or nonqualified deferred compensation plan participation; no other compensation.
| Metric | Plan Feature | FY2024 Detail |
|---|---|---|
| RSU vesting | Time-based only | Vest at 2025 Annual Meeting; no performance conditions |
| Bonus metrics | Not applicable | No director bonuses |
| ESG/TSR metrics | Not applicable | Not used for director grants |
| Clawback/hedging | Anti-hedging policy | Directors prohibited from pledging, margin, short sales, or hedging |
Other Directorships & Interlocks
- Public company boards: None disclosed in proxy biography.
- Private/nonprofit boards: Youngstown Warren Regional Chamber of Commerce (board/executive committee), Dorothy Day House (board), Leadership Mahoning Valley (board).
- Interlocks with FMNB competitors/suppliers/customers: None disclosed.
Expertise & Qualifications
- Human resources leadership across manufacturing; compensation and succession planning; 36 years HR/benefits experience.
- Local market expertise in Mahoning Valley business community.
- Governance: Service on Executive, Compensation, and Enterprise Risk committees; not designated as an audit committee financial expert.
Equity Ownership
| Item | Shares/Value | Notes |
|---|---|---|
| Total beneficial ownership | 51,214 | Less than 1% of outstanding shares |
| Jointly owned with spouse | 31,585 | Shared voting/dispositive power |
| IRA holdings | 4,845 | Individual retirement account |
| Unvested RSUs/restricted stock | 1,384 | Awarded 4/18/2024; vest at 2025 Annual Meeting |
| Pledged shares | 0 | Directors prohibited from pledging under insider trading policy |
| Ownership guidelines | 4.0x annual base retainer (non-exec director) | Guideline: cash retainer multiple; compliance status not individually disclosed |
Governance Assessment
- Alignment: Independent status, consistent committee service (Compensation, Enterprise Risk, Executive), and ownership stake support alignment with shareholder interests; anti-hedging and anti-pledging policies strengthen governance.
- Engagement: Board met 10 times in 2024; all incumbents at least 75% attendance; Paull’s committee memberships indicate active oversight in compensation risk and enterprise risk; Executive Committee membership adds responsiveness between board meetings.
- Compensation: Director pay structured with majority cash plus time-based RSUs; no performance metrics or incentive pay for directors—typical for bank holding companies; equity vests annually, providing moderate alignment without introducing risk-taking incentives.
- Related-party/Conflicts: Insider banking relationships are permitted on market terms; Board reports no non-banking business relationships requiring consideration in 2024; Audit Committee oversees related-party transactions. No Paull-specific related-party disclosures beyond ordinary banking context.
- RED FLAGS: None disclosed regarding low attendance, related-party transactions, hedging/pledging, or unusual director pay practices. Continued monitoring warranted for Executive Committee decision-making concentration and any evolving local business ties.
Overall, David Paull presents as an experienced HR and succession-planning practitioner with steady committee engagement and independent status; compensation and ownership practices are conventional, and no conflicts are disclosed that would undermine investor confidence.