Gina Richardson
About Gina A. Richardson
Independent director since 2023; age 52. Richardson is a business attorney with 25 years’ experience focused on commercial transactions, succession planning, real estate, and employee compensation. She serves on FMNB’s Audit Committee and Corporate Governance & Nominating Committee and is designated independent by the Board under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Regional law firm (prior employer) | Shareholder; Officer and Director | Not disclosed | Leadership roles at firm |
| Private law practice (Canfield, OH) | Founder/Principal | Not disclosed | Business law practice across industries |
| Farmers Trust Company (FMNB subsidiary) | Director (prior service) | Not disclosed | Board service at trust subsidiary |
External Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| Salem Regional Medical Center | Treasurer; Chair of Finance & Compliance Committees | Financial oversight and compliance leadership |
| Firestone Surgery Center, LLC | Director | Not disclosed |
| Salem-Republic Rubber Company | Director | Not disclosed |
| Youngstown Symphony Society | Director | Not disclosed |
| Children’s Rehabilitation Center | Director | Not disclosed |
| Christina’s Garden | Director | Not disclosed |
| American Red Cross | Director | Not disclosed |
| Eastern Ohio Area Health Education Center | Director | Not disclosed |
Board Governance
- Independence: Board affirmatively designates Richardson as independent under NASDAQ rules .
- Committee memberships:
- Audit Committee – member; the committee held 5 meetings in 2024 and oversees financial reporting and related-party reviews .
- Corporate Governance & Nominating Committee – member; the committee held 4 meetings in 2024 .
- Board leadership: Terry A. Moore is independent Chair; he also chairs the Executive Committee .
- Attendance: The Board met 10 times in 2024; each incumbent director attended at least 75% of Board and relevant committee meetings; all current directors attended the 2024 annual meeting virtually .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $62,500 | Standard non-employee director cash retainer |
| Equity grant (RSUs) | $16,580 | 1,384 RSUs granted April 18, 2024; vest at 2025 Annual Meeting |
| Total | $80,006 | No meeting fees; no pension/deferred comp for directors |
Director pay structure for 2024: $80,000 annual retainer (paid $62,500 cash + $17,500 RSUs), with additional chair retainers ($37,500 Board Chair; $10,000 Audit Chair; $7,500 other committee chairs); Richardson is not a committee chair .
Performance Compensation
- Directors do not receive performance-based incentives; equity awards are time-based RSUs vesting one year after grant (for 2024: 1,384 RSUs vest at the 2025 Annual Meeting) .
RSU Vesting Details
| Grant Date | Units | Grant Value | Vest Date |
|---|---|---|---|
| Apr 18, 2024 | 1,384 RSUs | $16,580 | Apr 17, 2025 (Annual Meeting) |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- FMNB subsidiary board service: Prior service on Farmers Trust Company board (subsidiary) .
- Community/Private boards: Multiple roles listed above; no non-banking related-party business relationships requiring Board consideration in 2024 beyond ordinary-course banking relationships .
Expertise & Qualifications
- 25 years in business law across commercial transactions, succession planning, real estate, and compensation; regional business leadership experience .
- Governance experience: Treasurer and chair of finance/compliance committees at Salem Regional Medical Center .
- Audit Committee financial expert designation: Not assigned to Richardson (experts are Bestic and Kaback) .
Equity Ownership
| Holder | Total Beneficial Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Gina A. Richardson | 7,562 | <1% | 3,401 direct; 2,777 in IRA; 1,384 restricted shares granted 4/18/2024 vesting at 2025 Annual Meeting |
- Shares outstanding at record date: 37,614,636 (for % context) .
- Ownership guidelines: Non-executive directors must hold shares equal to 4.0x annual base retainer within five years; executive and director anti-hedging/pledging policy prohibits pledging, margin purchases, short sales, and hedging transactions .
Governance Assessment
-
Positives:
- Independent status; service on Audit and Governance committees enhances oversight of financial reporting and board effectiveness .
- Active governance roles externally (treasurer and committee chair) indicate financial and compliance expertise applicable to FMNB oversight .
- Director pay mix includes equity (RSUs), supporting alignment; ownership of 7,562 shares with additional unvested RSUs increases skin-in-the-game .
- No non-banking related-party business dealings were identified for directors in 2024; related-party banking relationships conducted on market terms under Regulation O and overseen by the Audit Committee .
-
Potential risk indicators:
- Multiple external board commitments could pose time-allocation considerations, though Board reports adequate attendance (≥75%) and virtual annual meeting participation across directors in 2024; individual attendance rates are not disclosed .
- Not designated as an audit committee financial expert; however, committee composition includes experienced CPAs in the expert roles .
-
Shareholder feedback context:
- Company’s 2024 say-on-pay approval was ~84%, indicating broadly supportive governance/compensation practices; monitored by the Compensation Committee and external consultant Aon with independence affirmed .