Edward Muransky
About Edward W. Muransky
Edward W. Muransky, 65, has served as an independent director of Farmers National Banc Corp. since 2017, and is Chair of the Corporate Governance and Nominating Committee as well as a member of the Board Enterprise Risk Management and Executive Committees. He is Chairman and CEO of Southwoods Health and Chestnut Land Company (Auntie Anne’s franchise operator), Chairman of The Muransky Companies, and since 2023, owner and CEO of Ohio Management Services, Inc. . The Board affirmatively determined he is independent under NASDAQ rules, and all incumbent directors attended at least 75% of Board and committee meetings in 2024; the Board held 10 meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Muransky Companies | Chairman of the Board | Since 1999 | Multifaceted business management; leadership and business expertise to FMNB board |
| Southwoods Health | Chairman and CEO | Since 1999 | Healthcare operations leadership; regional business insights |
| Chestnut Land Company (Auntie Anne’s franchises) | Chairman and CEO | Since 1999 | Consumer/retail operations leadership |
| Ohio Management Services, Inc. | Owner & CEO | Since 2023 | Executive management experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Youngstown State University Foundation | Director | Not disclosed | Philanthropic governance |
| Charitable/Educational organizations in Youngstown/Mahoning Valley | Director roles (various) | Not disclosed | Community engagement and regional networks |
Board Governance
- Committee assignments: Chair, Corporate Governance & Nominating; member, Board Enterprise Risk Management; member, Executive Committee .
- Committee activity (2024): Corporate Governance & Nominating met 4 times; ERM met 4 times; Executive Committee met 8 times .
- Independence: Board affirmatively determined Muransky is independent under NASDAQ rules .
- Attendance: Each incumbent director attended ≥75% of Board/committee meetings; Board met 10 times in 2024 .
- Board leadership: Non-executive Chair is Terry A. Moore; separation supports oversight and risk management .
Fixed Compensation
| Component | Amount/Detail | 2024 Figures |
|---|---|---|
| Annual cash retainer | Standard non-employee director cash retainer | $62,500 |
| Chair fee | Corporate Governance & Nominating Committee Chair | $7,500 |
| Total cash paid (2024) | Fees earned or paid in cash | $70,000 |
| Equity retainer policy | RSUs granted annually to directors | $17,500 target RSUs at annual meeting; 1-year vest |
| RSU grant (2024) | 1,384 RSUs granted 4/18/2024; vest at 2025 annual meeting | Grant-date fair value $16,580 |
- No meeting fees; director compensation structured to median market levels per consultant benchmarking .
Performance Compensation
| Item | Disclosure |
|---|---|
| Non-equity incentive plan compensation (directors) | None; directors did not receive bonus or performance-based cash in 2024 |
| Performance metrics tied to director pay | None disclosed for directors; RSUs vest time-based after one year |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private company roles | Chairman/CEO roles at Southwoods Health, Chestnut Land Company, The Muransky Companies; Owner & CEO at Ohio Management Services, Inc. |
| Non-profit/academic boards | Youngstown State University Foundation and other charitable/educational boards in region |
| Interlocks with FMNB competitors/suppliers/customers | None disclosed beyond ordinary banking relationships; Board found no non-banking business relationships requiring consideration in 2024 |
Expertise & Qualifications
- Multi-industry operator with leadership across healthcare and retail franchise operations providing business and leadership expertise to the Board .
- Governance experience as Chair of Corporate Governance & Nominating; involved in director selection, governance principles, and board performance reviews .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 180,203 shares | <1% of outstanding (less than 1%) |
| IRA (Muransky) | 9,900 shares | Personal IRA |
| Edward W. Muransky Trust | 37,206 shares | Trust holdings |
| Spouse’s IRA | 2,900 shares | Spousal IRA |
| Restricted stock/RSUs (2024 grant) | 1,384 shares/units | Awarded 4/18/2024; vest at 2025 Annual Meeting |
| Stock options | None outstanding | No options outstanding for insiders as of record date |
| Pledging/hedging | Prohibited | Directors prohibited from pledging, margin purchases, short sales, hedging in FMNB stock |
| Ownership guidelines | 4x annual base retainer (directors) | Compliance status not disclosed |
Governance Assessment
- Independence and role: Independent director, Chair of Corporate Governance & Nominating, actively engaged in governance architecture and board performance oversight; supports investor confidence in board effectiveness .
- Risk oversight engagement: Member of ERM Committee and Executive Committee; participates in enterprise risk oversight and board actions between meetings (ERM met 4x; Executive met 8x in 2024) .
- Attendance and engagement: Met board expectation (≥75% attendance); Board met 10 times in 2024; directors encouraged to attend annual meeting, which all did virtually in 2024 .
- Compensation alignment: Director pay is balanced (cash + time-based equity), with no performance-based director bonuses; RSUs vest after one year, aligning directors with shareholders without short-term incentive risk .
- Ownership alignment: Material personal holdings (180,203 shares) plus annual RSU grants; formal ownership guideline of 4x annual base retainer and prohibitions on pledging/hedging reinforce alignment; compliance status not disclosed .
- Related-party exposure: Board states no non-banking business relationships with directors were considered in 2024; insider banking relationships conducted on market terms and within Regulation O; Audit Committee reviews related-party transactions .
- Shareholder sentiment: Say‑on‑Pay approval ~84% at 2024 meeting indicates general support for compensation governance under Board oversight .
RED FLAGS: None disclosed related to pledging/hedging, option repricing, director meeting fees, or material related-party transactions. Monitoring advisable for any future non-banking transactions involving Muransky’s private enterprises (Southwoods Health, Chestnut Land Company) due to potential related-party optics, though no such relationships were flagged in 2024 disclosures .