Mark Wenick
About Mark Wenick
Senior Executive Vice President and Chief Wealth Management Officer at Farmers National Banc Corp. (FMNB) since 2017, leading Farmers Trust Company, Farmers National Investments, Farmers National Insurance, Private Client Services, and National Associates, Inc. . Education includes Duquesne University School of Law and a B.A. from Columbia University . Under his tenure, FMNB’s adjusted EPS in 2024 was $1.28, with adjusted pre-tax, pre-provision net income of $68.6 million and adjusted ROAA of 0.95% driving Annual Incentive Plan payouts at or above target . FMNB’s TSR “value of initial $100 investment” stood at $103 in 2024 (vs peer $120) per Pay vs Performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Chemical Bank | Executive Managing Director & Region President – Mahoning Valley | 2014–2017 | Led sales and relationship management in the region; private bank leadership . |
| BB&T (now Truist) | Executive Vice President – Wealth Management Division Manager | 1996–2006 | Led Wealth Management and Private Banking; division leadership . |
| Farmers National Banc Corp. | Chief Wealth Management Officer (appointed) | 2017–present | First-ever head of wealth management; expanded wealth businesses . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed | — | — | — |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $249,002 | $298,581 | $325,000 |
| All Other Compensation ($) | $30,606 | $34,811 | $31,443 |
| Country Club Dues (included above) ($) | — | $5,567 | $5,567 |
| 401(k) Company Match (included above) ($) | — | $10,350 | $10,350 |
| Group Term Life (included above) ($) | — | $1,405 | $1,405 |
| Nonqualified Plan Company Credits (included above) ($) | — | $12,238 | $12,238 |
Additional salary context: 2024 merit-based increase to $325,000 (+8.3% from $300,000 in 2023) .
Performance Compensation
| Metric | Weight | Target | Actual | Payout % |
|---|---|---|---|---|
| EPS (adjusted) | 15% | $1.28 | $1.28 | 100% |
| Pre-tax Pre-provision Net Income | 15% | $66.6M | $68.6M | 116% |
| Adjusted ROAA | 15% | 0.95% | 0.95% | 100% |
| Area of Responsibility Metric | 30% | Not disclosed | Not disclosed | 130% |
| Subjective Scorecard | 25% | Not disclosed | Not disclosed | 125% |
Annual Incentive outcome (2024): $132,732 earned, 117% of target opportunity .
Long-term incentives structure and recent results:
- 2024 grant design: 25% service-based RSUs (3-year cliff), 50% performance-based equity (relative average ROE over 3 years), 25% performance cash (relative TSR over 3 years) .
- 2022–2024 cycle results: ROE at 86.7th percentile → 200% payout; TSR at 11.1th percentile → 0% payout .
2024 grants (detail):
| Award Type | Grant Date | Threshold | Target | Maximum | Notes |
|---|---|---|---|---|---|
| Annual Incentive (cash) ($) | 2/23/2024 | $5,688 | $28,438 | $56,876 | AIP payout based on above metrics . |
| LTI Cash (TSR) ($) | 2/23/2024 | $5,688 | $28,438 | $56,876 | Vests based on 3-year relative TSR (to 12/31/2026) . |
| Performance Equity (ROE) (# shares) | 2/23/2024 | 816 | 4,078 | 8,156 | 3-year vest on 2/23/2027 (relative ROE) . |
| Service RSUs (# shares) | 2/23/2023 | — | 1,796 | — | 3-year cliff; vests 2/22/2026 . |
2024 vesting activity: 8,145 shares vested (mix of 2021 service-based and performance-based awards) valued $112,482 at $13.81 on 2/22/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (shares) | 30,099 |
| Ownership as % of Outstanding | <1% (37,614,636 shares outstanding as of 3/4/2025) |
| Breakdown | 2,710 shares in IRA; 13,608 jointly with spouse; remainder direct/other as disclosed |
| Options Outstanding | None (no stock options outstanding) |
| Non-vested Service RSUs (#) | 10,798 (vest tranches: 1,306 on 2/23/2025; 5,657 on 2/25/2025; 1,796 on 2/22/2026; 2,039 on 2/23/2027) |
| Performance Equity – Unearned (#) | 8,155 (2024 grant, vests 2/23/2027); 7,183 (2023 grant, vests 2/22/2026); 5,226 (2022 grant, vests 2/23/2025) |
| Ownership Guidelines | Other executive officers: 1.0x annual base salary requirement; prohibited from pledging, margin, short sales, or hedging |
Deferred compensation status:
| Component | 2024 Amount ($) | Aggregate Balance ($) |
|---|---|---|
| Executive Contributions | $6,000 | $139,665 |
| Company Credits (match + discretionary) | $12,238 | — |
| Aggregate Earnings (participant-directed) | $5,470 | $139,665 |
Clawback: Company maintains a clawback policy compliant with Nasdaq Rule 5608 for recovery of erroneously awarded incentive compensation .
Employment Terms
| Provision | Terms |
|---|---|
| Executive Separation Policy (non-CIC) | If terminated without Cause or resign for Good Reason: 18 months salary; pro-rata bonus at target; 18 months COBRA; up to $7,500 outplacement; service RSUs fully vest; performance awards forfeited; non-compete 12 months; non-solicit 18 months; confidentiality and non-disparagement required . |
| Change-in-Control Agreement | Double trigger (termination within 6 months before or 12 months after a CIC): 2x base salary; 1x average annual bonus (last 3 years); pro-rata current-year bonus at target; 24 months COBRA; $20,000 outplacement; service RSUs fully vest; performance equity/cash vest at target; 280G best-net-effect cutback . |
Company Performance Context (Tenure Window)
| Metric | FY 2017 | FY 2018 | FY 2019 | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|---|---|---|
| Revenue ($USD) | $24,051,000* | $25,499,000* | $28,042,000* | $36,161,000* | $38,193,000* | $35,827,000* | $41,861,000* | $41,716,000* |
| TSR – Value of $100 (Company) | — | — | — | $79 | $144 | $84 | $108 | $103 |
| TSR – Value of $100 (Peer) | — | — | — | $95 | $146 | $84 | $100 | $120 |
Values with an asterisk are retrieved from S&P Global.
Sources: Revenues via S&P Global GetFinancials; TSR values from Pay vs Performance table .
Expertise & Qualifications
- Leadership of multi-line wealth businesses at FMNB (trust, investments, insurance, private client) .
- Prior regional leadership at Chemical Bank and division leadership at BB&T/Truist .
- Legal education (Duquesne University School of Law) and Columbia University B.A. .
Investment Implications
- Strong pay-for-performance alignment: AIP metrics tied to EPS, PPNI, and ROAA paid at/above target in 2024; Wenick’s payout at 117% reflects corporate and business-line execution . This supports near-term incentives aligned with core bank profitability.
- Long-term equity heavily performance-based (relative ROE) – maximum vesting for the 2022–2024 ROE cohort indicates superior peer-relative returns; however, TSR-based LTI paid 0% over the same period, signaling some risk that shareholder return trails despite accounting performance .
- Retention protections are robust but shareholder-friendly: double-trigger CIC; meaningful severance only upon qualifying terminations; clawback policy and strict anti-hedging/pledging policy mitigate misalignment risks .
- Ownership and vesting overhang: No options; meaningful unvested RSUs and performance shares with scheduled vesting through 2027 could create supply upon vesting, but with no pledging and no options outstanding, insider selling pressure appears limited based on disclosed structures .