Myke Matuszak
Senior Executive Vice President, Chief Operating Officer at FARMERS NATIONAL BANC CORP /OH/
Executive
About Myke Matuszak
Senior Executive Vice President and Chief Operating Officer (COO) of The Farmers National Bank of Canfield since December 2022. Previously VP, Cloud Services at Wellmark Blue Cross Blue Shield for six years, becoming VP, Cloud Services and CISO in 2019. Brings 26+ years’ experience spanning operations, facilities, cybersecurity, and software development across financial services, insurance, and healthcare; holds Six Sigma and ITIL certifications and a master’s degree in technical communications . 2024 bonus metrics for his group (EPS, pre-tax pre-provision net income, and ROA) hit target or better (EPS 1.28; PTPPNI $68.6m; ROA 0.95%), delivering a 110% of target AIP payout for Matuszak, evidencing pay-for-performance linkage .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wellmark Blue Cross Blue Shield | Vice President, Cloud Services | ~2016–2019 | Led cloud services; technology operations leadership |
| Wellmark Blue Cross Blue Shield | VP, Cloud Services and CISO | 2019–2022 | Enterprise cloud and cybersecurity leadership |
| Farmers National Bank | Senior EVP & COO | Dec 2022–Present | Enterprise operations leadership across banking platform |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships disclosed in reviewed filings |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base salary (approved) | $336,440 | $347,500 (+3.3% YoY) |
| Salary paid (Summary Comp Table) | $335,640 | $348,151 |
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Results (Matuszak cohort)
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| EPS | 30% | $1.15 | $1.28 | $1.41 | $1.28 | 100% |
| Pre-tax, pre-provision net income (PTPPNI) | 30% | $59.0m | $66.6m | $73.0m | $68.6m | 116% |
| ROA | 20% | 0.85% | 0.95% | 1.04% | 0.95% | 100% |
| Subjective | 20% | — | — | — | — | 125% (for Matuszak) |
- Target AIP opportunity: 35% of base salary for Matuszak .
- 2024 AIP earned: $133,592, equal to 110% of target .
Long-Term Incentive (LTI) Program – Structure and 2024 Grants
- Target LTI opportunity: 40% of base salary for Matuszak .
- Allocation: 25% service-based RSAs (3-year cliff), 25% cash LTI (TSR vs peer, 3-year), 50% PSUs (relative average ROE vs peer, 3-year) .
2024 LTI Awards (granted 2/23/2024):
- Cash LTI (TSR-based): Threshold $6,950; Target $34,750; Max $69,500 .
- Equity PSUs (ROE-based): Threshold 997; Target 4,984; Max 9,968 shares; vests 2/23/2027 subject to performance .
- Clawback: Nasdaq Rule 5608-compliant policy covering current/former executive officers .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Shares | % Outstanding |
|---|---|---|
| Myke Matuszak | 9,762 | <1% |
- Ownership guidelines: Other executive officers must hold 1.0x base salary in shares within seven years of first inclusion in long-term equity plans; anti-hedging and anti-pledging policy applies .
Outstanding/Unvested Equity at 12/31/2024 (Market value at $14.22)
| Award Type | Count | Market Value |
|---|---|---|
| Service-based restricted stock (3-year cliff) | 9,517 | $135,332 |
| PSUs (2024 grant; vest 2/23/2027, ROE-based) | 9,966 | $141,717 |
| PSUs (2023 grant; vest 2/22/2026, ROE-based) | 8,100 | $115,182 |
| Additional unearned PSUs (see proxy footnotes) | 4,472 | $64,620 |
Plan context (company-wide):
- 2025 YTD grants through 9/30/25: 82,080 service-based and 102,336 performance-based awards; unrecognized comp cost $3.1m, remaining amortization ~2.4 years .
Employment Terms
Agreements and Policies
- No written employment agreement; separation benefits governed by Change in Control Agreement and Executive Separation Policy .
- Change in control protection: If terminated without cause or resigns for good reason in the 6 months before or 12 months after a CoC, benefits include 2x base salary and 1x average annual bonus (3x/3x for CEO), pro rata target AIP for year of termination, 24 months of COBRA premiums, and $20,000 outplacement; includes 280G “best net” cutback (no tax gross-up) and 24-month non-solicit for Matuszak .
Potential Payments (as of 12/31/2024; selected scenarios)
| Scenario | Severance Pay | Benefits (COBRA equiv.) | AIP | LTI Value | Nonqualified Plan | Total |
|---|---|---|---|---|---|---|
| Death/Disability | — | — | $121,625 | $228,004 | $54,219 | $403,848 |
| Voluntary w/ Good Reason or Involuntary w/o Cause | $521,250 | $24,462 | $121,625 | $135,332 | $54,219 | $856,888 |
| Same, upon Change in Control | $695,000 | $32,616 | $147,352 | $147,352 | $54,219 | $1,256,331 |
Nonqualified Deferred Compensation (2024)
| Exec Contributions | Company Contributions | Earnings | Balance 12/31/24 |
|---|---|---|---|
| $12,000 | $12,044 | $2,245 | $54,219 |
Investment Implications
- Pay-for-performance alignment: AIP metrics (EPS, PTPPNI, ROA) met or exceeded targets in 2024, leading to a 110% of target payout for Matuszak; LTI is majority performance-based (75%) tied to relative TSR and ROE versus a peer group, reinforcing multi-year alignment .
- Retention and vesting overhang: Material unvested equity remains outstanding with key performance-vesting dates in 2026 and 2027 (e.g., 8,100 PSUs vesting 2/22/2026; 9,966 PSUs vesting 2/23/2027), plus 9,517 service-based shares; this schedule supports retention but may create episodic supply upon vesting and settlement .
- Risk controls and shareholder protections: Robust clawback, anti-hedging/pledging prohibitions, and 280G cutback (no gross-ups) are governance positives; 2024 Say-on-Pay support exceeded 84%, signaling shareholder acceptance of the program design .
- Change-in-control economics: For Matuszak, CoC benefits are moderate relative to peers (2x base and 1x bonus, plus benefits), subject to “best net” cutback; restrictive covenants (24-month non-solicit) mitigate post-departure competitive risk .
Appendix: Program References
- AIP target as % of salary for NEOs: Matuszak 35% .
- 2024 LTI target as % of salary: Matuszak 40%; 25% service-based RSAs (3-year cliff), 25% TSR cash, 50% ROE PSUs .
- Beneficial ownership (as of 3/4/2025): Matuszak 9,762 shares; each NEO/director <1% individually .
- Executive background and credentials: Current role, prior Wellmark roles, and education/certifications .