Gregory Bestic
About Gregory C. Bestic
Gregory C. Bestic, age 70, has served as a director of Farmers National Banc Corp. since 2011. He is Chair of the Audit Committee and a member of the Compensation Committee; he is a retired certified public accountant, a former certified forensic accountant (Diplomate of the American Board of Forensic Accounting), and a fellow of the American College of Forensic Examiners. He retired in 2022 as a Principal of Schroedel, Scullin & Bestic, LLC, and previously served as a director of Farmers Trust Company from March 2016 through April 2023 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Schroedel, Scullin & Bestic, LLC | Principal (CPA; strategic advisory) | 1980–2022 | Developed accounting and governance expertise applied to board service |
| Farmers Trust Company (subsidiary) | Director | Mar 2016–Apr 2023 | Subsidiary board service; concluded in Apr 2023 |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cardinal Joint Fire District | Board service (non-profit) | Not disclosed | Community leadership in Mahoning Valley |
| Salem Regional Medical Center | Board service (non-profit) | Not disclosed | Regional healthcare governance |
| Youngstown State University – Accounting & Finance Dept. | Advisory Committee member | Not disclosed | Academic advisory to accounting/finance programs |
Board Governance
- Independence: The Board has affirmatively determined Bestic is independent under NASDAQ rules .
- Audit Committee financial expert: Bestic is designated an “audit committee financial expert” (Reg S-K Item 407(d)(5)(i)) .
- Attendance: The Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and assigned committee meetings. Directors attended the 2024 Annual Meeting virtually .
- Related-party oversight: Audit Committee reviews and approves related-party transactions; insider loans follow Regulation O and are ordinary-course terms .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Oversees financial reporting; pre-approves auditor services; confirms auditor independence |
| Compensation | Member | 4 | Oversees executive pay policies; independent members; charter reviewed annually |
| Corporate Governance & Nominating | Not a member | 4 | Independent members; governance principles |
| Board Enterprise Risk Management | Not a member | 4 | Oversees enterprise risk (membership listed; Bestic not included) |
| Executive | Not a member | 8 | Acts on behalf of Board where permitted (membership listed; Bestic not included) |
Fixed Compensation
- Structure: Non-employee director annual retainer of $80,000, payable $62,500 in cash and $17,500 in RSUs, with additional cash retainers of $10,000 (Audit Chair), $7,500 (other committee chairs), and $37,500 (independent Board Chair) .
- Bestic’s 2023 and 2024 compensation:
| Year | Cash ($) | Stock Awards ($) | RSU Units | Grant Date | Vesting |
|---|---|---|---|---|---|
| 2023 | 75,900 | 17,506 | 1,537 | Apr 20, 2023 | Vests at 2024 Annual Meeting |
| 2024 | 75,900 | 16,580 | 1,384 | Apr 18, 2024 | Vests at 2025 Annual Meeting |
Notes: 2023 cash includes $3,400 for service on Farmers Trust Company board (subsidiary) . RSU grant values based on average closing price over the 30 days preceding grant .
Performance Compensation
| Component | Disclosed for Directors (2024) | Notes |
|---|---|---|
| Non-equity incentive plan | No | No director bonuses or incentive cash paid |
| Stock options | None disclosed | Director equity delivered via RSUs |
| Performance RSUs/PSUs | None disclosed | Annual director RSUs vest with service; no performance metrics |
| Pensions/Deferred comp | None disclosed | No participation in pension/nonqualified deferral plans |
Other Directorships & Interlocks
- Public company boards: None disclosed for Bestic .
- Committee interlocks: No Compensation Committee member was an officer/employee; no business/financial relationships requiring disclosure in the last fiscal year .
Expertise & Qualifications
- Retired CPA; former certified forensic accountant (Diplomate of ABFA); fellow of the American College of Forensic Examiners .
- Decades of accounting/strategic advisory experience; designated audit committee financial expert .
- Community and academic board involvement in Mahoning Valley reinforces local business and governance insight .
Equity Ownership
| Holder | Total Beneficial Ownership (Shares) | % Outstanding | Detail |
|---|---|---|---|
| Gregory C. Bestic | 102,921 | <1% | Includes 1,384 unvested RSUs awarded Apr 18, 2024; shares held jointly with spouse |
- Ownership guidelines: Non-executive directors must own Common Shares equal to 4x annual base retainer fee within 5 years of appointment; directors/executives are prohibited from pledging, margin purchases, short sales, or any hedging of company stock .
- Compliance status: Assessed by the Compensation Committee using beneficial ownership reporting; specific individual compliance status not disclosed .
Insider Trades
| Date | Type | Shares | Price ($) | Notes |
|---|---|---|---|---|
| May 1, 2023 | Open market purchase | 15,000 | 11.79 | Increased ownership; Form 4 filed May 1–2, 2023 |
| Apr 18, 2024 | RSU grant | 1,384 | — | Director annual RSU grant; vests at 2025 Annual Meeting |
| Apr 17, 2025 | Restricted stock grant | N/A | — | Form 4 indicates grant with restrictions lapsing on first anniversary |
Governance Assessment
- Strengths:
- Independent Audit Chair with audit committee financial expert designation; active oversight and auditor independence confirmations (Crowe LLP) .
- Clear director ownership guidelines and strict anti-hedging/pledging policy support long-term alignment .
- Consistent attendance threshold achieved; robust committee activity (Board: 10; Audit: 5; Compensation: 4 meetings in 2024) .
- Compensation Committee independence and absence of interlocks/related financial relationships reduce conflict risk .
- Shareholder support: Say-on-Pay approval over 84% in 2024 indicates broader confidence in pay governance .
- Potential watch items:
- Ordinary-course banking relationships with directors/executives (encouraged; Regulation O compliant) are common in community banks but require continued Audit Committee oversight to avoid perceived conflicts .
- Individual compliance with director stock ownership guidelines is evaluated but not publicly disclosed; investors may prefer explicit status reporting .
- Red flags: None disclosed related to pledging/hedging, related-party transactions outside ordinary banking, option repricing, or attendance shortfalls .