Kevin Helmick
About Kevin Helmick
Kevin J. Helmick (age 53) is President & CEO of Farmers National Banc Corp. (FMNB) since November 2013 and has served on the Board since 2014; he is not independent and serves on the Executive Committee . FMNB’s 2024 incentive metrics were met at/above target on adjusted EPS ($1.28, 100%), adjusted ROA (0.95%, 100%), and pre-tax pre-provision income ($68.6M, 116%), driving a 110% of target annual bonus for Helmick . Long-term performance for the 2022–2024 cycle showed strong ROE vs peers (86.7th percentile; 200% vest) but weak relative TSR (11.1th percentile; 0% payout), indicating execution strength on profitability with equity returns lagging peers over that period . Shareholders approved Say‑on‑Pay with 84.47% support in 2024 (and ~83% in 2023), indicating continued but not unanimous investor support for the pay program .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmers National Banc Corp. | President & CEO | Nov 2013 – Present | Led diversified community bank; stewardship during rate shock; strong relative ROE performance in LTI cycles |
| Farmers National Banc Corp. | Executive Vice President & Secretary | Jan 2012 – Nov 2013 | Corporate officer role supporting governance and strategy execution |
| The Farmers National Bank of Canfield | EVP – Retail & Wealth Management | Jan 2012 – Nov 2013 | Oversaw retail/wealth lines; groundwork for diversified revenue mix |
| The Farmers National Bank of Canfield | VP – Wealth Management & Retail Services | 2008 – Jan 2012 | Growth and integration across retail and wealth businesses |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external public company directorships disclosed in the proxy biography for Mr. Helmick |
Fixed Compensation
Multi-year summary compensation (reported values; USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $567,788 | $610,722 | $681,560 |
| Stock Awards (grant-date fair value) | $575,207 | $256,324 | $302,978 |
| Non-Equity Incentive Plan Compensation | $256,678 | $213,332 | $373,452 |
| All Other Compensation | $71,465 | $78,936 | $77,788 |
| Total | $1,471,138 | $1,159,314 | $1,435,778 |
Notes:
- 2024 base salary rate increased to $680,000 (from $640,030 in 2023) per Compensation Committee review .
- 2024 “All Other” includes $47,426 company contributions to Nonqualified Plan, $16,660 country club dues, and $10,350 401(k) match .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 structure and results (CEO)
Target opportunity: 50% of base salary; subjective component weighted 20%; circuit‑breaker on Texas ratio (met; ~9%) .
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Adjusted EPS | 30% | $1.15 | $1.28 | $1.41 | $1.28 | 100% |
| Pre‑tax, Pre‑provision Income | 30% | $59.0M | $66.6M | $73.0M | $68.6M | 116% |
| Adjusted ROA | 20% | 0.85% | 0.95% | 1.04% | 0.95% | 100% |
| Subjective Scorecard | 20% | — | — | — | — | 125% (of 20%) |
CEO 2024 AIP payout: $373,452 (110% of target) .
Long-Term Incentive (LTI) design and outcomes
- Mix: 25% service-based RS (3‑yr cliff), 50% performance RS (relative average ROE, 3‑yr), 25% performance cash (relative TSR, 3‑yr) .
- 2022–2024 performance cycle: ROE at 86.7th percentile → 200% vest; TSR at 11.1th percentile → 0% payout .
| Cycle | Metric | Target Percentile | Actual Percentile | Payout |
|---|---|---|---|---|
| 2022–2024 | Relative Average ROE | 50th | 86.7th | 200% |
| 2022–2024 | Relative TSR | 50th | 11.1th | 0% |
2024 LTI grants (awarded Feb 23, 2024)
- Performance RS (ROE vs peers, vest 2/23/2027): target 14,626 sh; max 29,252 sh; grant-date FV $201,985 .
- LTI Cash (TSR vs peers, pays after 3 yrs): threshold/target/max $20,400/$102,000/$204,000 .
- Service-based RS (3‑yr cliff vest 2/22/2026): 6,034 sh; grant-date FV $85,441 .
Equity Ownership & Alignment
Beneficial ownership (as of March 4, 2025)
| Item | Amount / Detail |
|---|---|
| Total beneficial ownership | 202,787 shares (<1% of outstanding) |
| Breakdown | 101,419 sh joint w/ spouse; 4,443 sh in IRA; 2,440 sh spouse IRAs; 36,375 sh held by children (voting/dispositive power by Helmick); 15,404 sh in 401(k) |
| Shares outstanding reference | 37,614,636 sh (record date 3/4/2025) |
Unvested/Unearned awards at 12/31/2024
| Type | Shares | Vesting / Notes |
|---|---|---|
| Service-based RS (unvested) | 38,409 | Scheduled to vest: 3,849 (2/23/25); 21,213 (2/25/25); 6,034 (2/22/26); 7,313 (2/23/27) |
| Performance RS (unearned; shown at maximum) | 29,251 (2024 grant); 24,134 (2023); 15,398 (2022) | Vest 2/23/27 (2024 cohort; ROE vs peers), 2/22/26 (2023 cohort), 2/23/25 (2022 cohort); payout depends on relative ROE results |
Stock ownership policy and hedging/pledging:
- CEO must own ≥2.0x base salary in FMNB shares within 7 years; hedging, shorting, margin purchases, and pledging are prohibited .
2024 equity vesting activity:
- Shares vested: 23,628; value realized $326,303 (ROE-based 2021 grant at 200% and 2021 service RS) .
Nonqualified deferred compensation:
- Aggregate balance at 12/31/2024: $1,043,900; 2024 company contributions $47,426 .
Employment Terms
Separation policy (non‑CIC) for CEO
- Lump sum severance = 36 months’ salary; pro‑rata “target” annual bonus; 36 months COBRA cash; outplacement up to $10,000; requires release, 12‑month non‑compete, 24‑month non‑solicit, confidentiality, non‑disparagement .
Change‑in‑Control (CIC) agreement (double trigger)
- Upon qualifying termination within 6 months before or 12 months after a CIC: 3x base salary + 3x average bonus (3 years), pro‑rata “target” bonus, 36 months COBRA cash, $20,000 outplacement; 280G cutback/best‑net‑benefit; 36‑month non‑solicit; release required .
Potential payments (CEO; assuming 12/31/2024 termination)
| Scenario | Total | Key Components |
|---|---|---|
| Death/Disability | $2,381,900 | Target AIP ($340k), LTI vesting assumptions, Nonqualified balance |
| Termination w/ Good Reason or w/o Cause (non‑CIC) | $4,060,824 | 36m salary ($2.04M), benefits ($80,748), target AIP ($340k), LTI/service vesting; Nonqualified balance |
| Termination w/ Good Reason or w/o Cause (upon CIC) | $5,521,703 | 3x salary, 3x avg bonus, pro‑rata target bonus, 36m COBRA, outplacement, target vesting on performance awards |
Board Governance
- Role and independence: Helmick is a director (since 2014), not independent; serves on the Executive Committee .
- Board leadership: Independent non‑executive Chair (Terry A. Moore) separates chair/CEO roles; designed to strengthen oversight and risk management .
- Board attendance: Board met 10 times in 2024; each incumbent director attended ≥75% of Board/committee meetings .
Compensation Program Design Levers
Plan structure and metrics
- AIP: Objective corporate metrics (adjusted EPS, pre‑tax pre‑provision income, adjusted ROA) with a 20% subjective component for CEO and a Texas‑ratio circuit breaker (15% threshold; 2024 at ~9%) .
- LTI: 25% service RS + 50% ROE‑based PSUs + 25% TSR‑based cash; peer benchmarking refreshed for 2025 (refined screens on geography, loan mix, ownership) .
- Clawback: Nasdaq‑compliant policy for recovery of erroneously awarded incentive comp after a restatement .
Governance checks
- Ownership/anti‑hedging/anti‑pledging policies in place .
- Independent compensation consultant (Aon) engaged in 2024; committee independence affirmed .
- Say‑on‑Pay results: 84.47% support in 2024; ~84% cited in 2025 proxy; ~83% in 2023 .
Director Compensation (context)
- Non‑employee director annual retainer of $80,000 ($62,500 cash, $17,500 RSUs), plus chair retainers: Board Chair $37,500; Audit Chair $10,000; other committee chairs $7,500 .
Equity Ownership & Vesting Schedules – Implications for Selling Pressure
- Near‑term vesting: 3,849 + 21,213 service RS scheduled to vest in Feb 2025; performance awards from 2022 cycle scheduled to vest Feb 23, 2025 subject to performance certification; such events can create incremental tradable supply post‑withholding .
- 2024 vesting illustrated 23,628 shares acquired on vesting for CEO (not necessarily sold), indicating ongoing equity realization cadence .
Risk Indicators & Red Flags
- Relative TSR underperformance produced 0% payout for 2022–2024 TSR LTI, signaling market return headwinds vs peers despite strong ROE performance .
- No stock options outstanding for executives (beneficial ownership note); reduces repricing risk .
- Related‑party loans conducted on market terms; Board found no independence impairment; no non‑ordinary business relationships identified .
- Hedging/pledging prohibited by policy; mitigates misalignment risks .
Compensation Peer Group (high level)
- 2024 peer set (examples): City Holding, Civista, CNB Financial, Mercantile, Park National, Peoples Bancorp, S&T Bancorp, Stock Yards, etc.; criteria include assets ~$2.5–$10B and regional proximity .
- 2025 updates widened Pennsylvania coverage and applied filters (consumer loan mix ≥15%, inside ownership ≤30%, exclude >100% 3‑yr asset growth) .
Say-on-Pay & Shareholder Feedback
| Year | Approval |
|---|---|
| 2023 | ~83% approval (advisory) |
| 2024 | 84.47% approval (advisory) |
Investment Implications
- Pay-for-performance alignment: AIP and PSUs tied to core profitability (EPS/ROA/PTPP, relative ROE), with strong ROE outcomes driving maximum equity vesting; TSR underperformance appropriately curtailed cash LTI payouts to 0% for 2022–2024, evidencing balanced design .
- Retention vs dilution: 25% time-based RS supports retention; sizable scheduled RS vesting through 2027 could add periodic supply; monitor Form 4 filings around Feb vesting dates for realization trends .
- Alignment and risk controls: Meaningful personal ownership (202,787 sh; 401(k) and family holdings) and strict anti-hedging/pledging bolster alignment; independent Chair structure mitigates CEO/director dual-role concerns .
- Change-in-control economics: Double-trigger 3x salary+bonus and 36-month benefits could be material in M&A; 280G cutback/best‑net‑benefit and restrictive covenants are shareholder-friendly guardrails .
- Signal to watch: If relative TSR continues to lag while ROE remains strong, expect continued skew of PSU vesting (max on ROE; zero on TSR) unless peer-relative returns improve; this mix can influence realized pay vs grant values and may factor into future Say‑on‑Pay sentiment .