Frank Monaco
About Frank Monaco
Frank J. Monaco, age 64, is an independent director of Farmers National Banc Corp. (FMNB) since 2021. He is a Senior Partner at 415 Group, Inc. in Canton, OH, with core credentials including CPA, CFF, ABV, and CVA; he led the firm’s consulting division (valuations, litigation, M&A) and previously served as Managing Partner from 2003–2019 . He currently chairs FMNB’s Compensation Committee and serves on the Board Enterprise Risk Management Committee, reflecting expertise in executive pay design and risk oversight .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 415 Group, Inc. | Senior Partner; leads consulting (valuations, litigation, M&A) | With firm since 1993 | Managed consulting division; prior Managing Partner (2003–2019) |
| 415 Group, Inc. | Managing Partner | 2003–2019 | Firm leadership; strategic oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pro Football Hall of Fame | Vice Chairman | Not disclosed | Community leadership |
| Canton Regional Chamber of Commerce | Board Member | Not disclosed | Regional business engagement |
| Stark Development Board | Board Member | Not disclosed | Local economic development |
| Stark County Port Authority | Board Member | Not disclosed | Public authority role |
Board Governance
- Independence: The Board determined Monaco is independent under NASDAQ rules; the only non-independent director is CEO Kevin J. Helmick .
- Committee assignments: Chair, Compensation Committee; Member, Board Enterprise Risk Management Committee. Compensation Committee held 4 meetings in 2024; BERMC held 4 meetings in 2024 .
- Board leadership: Terry A. Moore is the non-executive Chair; Executive Committee Chair; supports separation of oversight and management, with active risk oversight via committees .
- Attendance: The Board met 10 times in 2024, and each incumbent director attended at least 75% of Board and committee meetings; all current Board members attended the 2024 Annual Meeting virtually .
- Related-party/Reg O oversight: Audit Committee reviews related-party transactions; director/insider banking relationships conducted at market terms, with no more than normal risk; Board found no other business relationships warranting independence concerns in 2024 .
Fixed Compensation
| Component | Amount/Units | Detail | Source |
|---|---|---|---|
| Annual cash retainer | $62,500 | Non-employee director cash retainer for 2024 | |
| Committee chair fee | $7,500 | Compensation Committee chair retainer (other committee chairs) | |
| Total cash received (2024) | $70,000 | Fees earned by Monaco | |
| Equity award (RSUs) | 1,384 units | Granted April 18, 2024; vests at 2025 Annual Meeting | |
| Equity fair value (grant) | $16,580 | Grant date fair value reported for 1,384 RSUs |
- Structure: Director compensation targets $80,000 total value (cash $62,500 + RSUs $17,500 at grant), plus chair retainers; RSU count is determined by dividing $17,500 by 30-day average price; RSUs vest one year post-grant (at annual meeting) .
- No meeting fees; no director participation in company pension or nonqualified deferred comp plans for board service; no other compensation paid in 2024 .
Performance Compensation
| Item | Status | Notes |
|---|---|---|
| Performance-based director pay | None disclosed | Non-employee director equity is time-based RSUs; no performance metrics tied to director compensation |
Other Directorships & Interlocks
| Category | Detail | Source |
|---|---|---|
| Public company boards (current/prior) | None disclosed | |
| Non-profit/civic boards | Vice Chairman (Pro Football Hall of Fame); Canton Regional Chamber; Stark Development Board; Stark County Port Authority | |
| Interlocks with competitors/suppliers/customers | None disclosed beyond ordinary-course banking relationships; Board found no business relationships affecting independence in 2024 |
Expertise & Qualifications
- Credentials: CPA; Certified in Financial Forensics (CFF); Accredited in Business Valuation (ABV); CVA; seasoned consulting leader in business valuations, litigation, and M&A .
- Governance/comp expertise: Chairs Compensation Committee overseeing pay-for-performance programs, clawback compliance, consultant independence, and peer benchmarking .
- Risk oversight: Member of BERMC, which oversees enterprise-wide risk, compliance, capital and reserves, and strategic plans; 4 meetings in 2024 .
Equity Ownership
| Metric | Value | Detail | Source |
|---|---|---|---|
| Total beneficial ownership | 24,941 shares | Includes 17,000 jointly with spouse; and 1,384 restricted shares granted 4/18/2024 (unvested until 2025 AM) | |
| Ownership % of outstanding | <1% | Company had 37,614,636 shares outstanding at record date | |
| Vested vs unvested | 1,384 unvested RSUs | RSUs vest at 2025 Annual Meeting | |
| Options (exercisable/unexercisable) | None | No stock options outstanding at record date | |
| Pledging/hedging | Prohibited by policy | Directors prohibited from pledging, margin purchases, short sales, or hedging company stock | |
| Ownership guidelines | 4x annual base retainer (directors) | Compliance progress monitored; anti-hedging policy in place |
Compensation Committee Analysis
- Membership: Frank J. Monaco (Chair), Gregory C. Bestic, Terry A. Moore, David Z. Paull; all independent under NASDAQ rules; 4 meetings in 2024 .
- Consultant: Aon engaged in 2024 as independent compensation consultant; Compensation Committee assessed independence; no conflicts of interest; Aon did not provide other services >$120k .
- Peer group benchmarking: Committee utilized a 2024 peer group (20 banks) and refined the 2025 peer group criteria (geography expanded to all PA; consumer loan mix ≥15%; inside ownership ≤30%; exclude >100% 3-year asset growth), approving a 2025 peer group for exec comp evaluations .
- Clawback: Policy compliant with Nasdaq Rule 5608; recovery of erroneously awarded incentive-based comp upon restatements; administered by the Committee .
- Shareholder feedback: 2024 Say-on-Pay received ~84% support; Committee considered feedback and governance body analyses in comp decisions .
Governance Assessment
- Strengths:
- Independent director with deep financial and valuation expertise; chairs Compensation and serves on risk oversight, supporting board effectiveness and pay-risk alignment .
- Robust compensation governance: independent consultant engagement; explicit peer benchmarking; clawback policy; anti-hedging/pledging; strong pay-for-performance framework at the executive level .
- Attendance and engagement: Board met 10x in 2024; each director ≥75% attendance; all members attended the 2024 Annual Meeting, indicating active oversight .
- Shareholder support: 84% Say-on-Pay approval in 2024, supporting confidence in compensation oversight .
- Potential watch items:
- Director personal ownership is <1% of shares outstanding; while typical for community banks, monitor alignment with 4x retainer guideline progress (compliance status not disclosed) .
- Ordinary-course insider banking relationships exist (encouraged by the company), but regulated under Reg O and reviewed by Audit Committee; continue monitoring related-party disclosures for any changes .
RED FLAGS
- No pledging/hedging permitted by policy; no options outstanding; no non-routine related-party business relationships disclosed that would impair independence .
Notes on Data Availability
- Insider trades: Not disclosed in the proxy; for Form 4 transaction detail, review Section 16 filings (outside the scope of this proxy) .