Neil Kaback
About Neil J. Kaback
Neil J. Kaback, age 64, is an independent director of Farmers National Banc Corp. (FMNB) since 2021. He is a retired Partner, Assurance, at Cohen & Company (Youngstown, OH) with more than 40 years serving manufacturing, distribution, transportation, automotive and service industries, and he has held CPA and CGMA accreditations (through 2022) . Kaback serves on FMNB’s Audit Committee and Board Enterprise Risk Management Committee and is designated by the Board as an “audit committee financial expert,” reflecting deep financial reporting and audit expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cohen & Company (Youngstown, OH) | Partner, Assurance | Retired in 2022; >40 years assisting clients | CPA/CGMA credentials; extensive audit and assurance leadership; local business expertise |
| Manufacturing/Distribution/Transportation/Automotive/Service sectors | Advisor/Assurance professional | ~40+ years | Industry-specific financial reporting and control expertise |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Youngstown Warren Regional Chamber | Director | Not specified | Regional economic development engagement |
| United Way of Youngstown & the Mahoning Valley | Director | Not specified | Community impact oversight |
| Trumbull Memorial Health Foundation | Director | Not specified | Health philanthropy governance |
| GOJO Industries | Director | Not specified | Private company board experience (consumer/health products) |
Board Governance
- Independence: The Board affirmatively determined Neil J. Kaback is independent under NASDAQ rules .
- Committee assignments: Audit Committee (member; designated audit committee financial expert), Board Enterprise Risk Management Committee (member) .
- Committee meeting cadence: Audit Committee met 5 times in 2024; Board Enterprise Risk Management Committee met 4 times in 2024 .
- Attendance: The Board held 10 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings on which they served .
- Board leadership: Terry A. Moore serves as independent, non-executive Chair; Kevin J. Helmick is CEO and the only non-independent director .
| Governance Item | Detail |
|---|---|
| Independence status | Independent director (NASDAQ) |
| Audit Committee role | Member; “audit committee financial expert” designation |
| Risk Committee role | Member, Board Enterprise Risk Management Committee |
| Board attendance | ≥75% for all incumbents; Board met 10 times in 2024 |
| Chair/lead oversight | Non-exec Chair (Terry A. Moore) |
Fixed Compensation (Director)
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $62,500 | Standard non-employee director cash retainer |
| Equity retainer (RSUs) – grant date FMNB | $16,580 | 1,384 RSUs awarded 4/18/2024; determined from $17,500 guideline using 30-day avg price; vests at 2025 Annual Meeting |
| Committee chair fees | $0 | Not a committee chair (Audit chair is G. Bestic; other chairs listed separately) |
| Total (2024) | $80,006 | Sum of cash and stock award value |
Notes on director pay structure:
- 2024 non-employee director program: $80,000 annual retainer paid $62,500 cash + $17,500 RSUs; chair premia: Board Chair $37,500; Audit Chair $10,000; other committee chairs $7,500 .
Performance Compensation (Director)
FMNB does not disclose performance-linked compensation (e.g., TSR-linked or financial-metric-linked) for non-employee directors; director equity grants are time-based RSUs vesting on the next annual meeting date or one-year anniversary (as described) .
| Performance Metric | Tied to Director Pay? | Basis/Notes |
|---|---|---|
| EPS/ROA/PTPP (corporate) | No | Used for executive AIP; not applicable to director compensation |
| Relative TSR / ROE | No | Used for executive LTIs; not applicable to directors |
| Director equity vesting | Time-based | RSUs vest at next annual meeting/one-year; no performance conditions |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Private/Non-profit boards | Regional Chamber; United Way; Trumbull Memorial Health Foundation; GOJO Industries |
| Interlocks/competitor ties | None disclosed; Compensation Committee notes no interlocks/insider participation in last fiscal year |
| Related-party business | Board reviewed business relationships; none beyond ordinary banking relationships considered material in 2024 |
Expertise & Qualifications
- Credentials: CPA (retired), CGMA (through 2022); designated audit committee financial expert by FMNB Board .
- Domain expertise: Audit/assurance, financial reporting, internal controls, community banking oversight; broad industry exposure across manufacturing, distribution, transport, automotive and services .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Outstanding | Composition/Notes |
|---|---|---|---|
| Neil J. Kaback | 29,518 shares | <1% | Includes 1,384 restricted shares awarded 4/18/2024, vesting at 2025 Annual Meeting (footnote 5) |
Additional alignment policies:
- Ownership guidelines: Directors must hold FMNB shares equal to 4.0x annual base retainer within 5 years of becoming a non-executive director; progress monitored by Compensation Committee .
- Hedging/pledging: Executives and directors prohibited from pledging, margin purchases, short sales, or hedging transactions in FMNB stock .
- Section 16 compliance: Company believes all directors/officers met Section 16(a) filing requirements last fiscal year .
Governance Assessment
- Strengths: Independent status; audit committee financial expert designation; service on Audit and ERM Committees; Board chaired by an independent director; formal clawback policy under Nasdaq Rule 5608; robust ownership/anti-hedging guidelines .
- Engagement: Board/committees active with 10 Board meetings, 5 Audit and 4 ERM meetings; incumbents ≥75% attendance; directors encouraged and attended virtual annual meeting .
- Compensation alignment: Director pay structure balanced (cash + time-based RSUs), no performance-linked director pay that could distort oversight incentives .
- Conflicts/related parties: Only ordinary-course banking relationships reviewed under Regulation O; Board determined no business relationships (other than ordinary banking) were present in 2024 requiring independence concerns .
- Shareholder signals: Say-on-Pay support ~84% in 2024, supporting broader governance credibility of FMNB’s compensation oversight (committee chaired by Monaco; Kaback not a member of Comp Committee) .
RED FLAGS
- None disclosed specific to Kaback: No pledging/hedging, no related-party transactions beyond ordinary-bank terms, no attendance shortfall reported, no performance-linked director awards, and Section 16 compliance affirmed .
Overall, Kaback’s audit and financial controls expertise, independent status, and committee roles support board effectiveness in oversight of financial reporting and enterprise risk. Absence of related-party exposure and adherence to ownership/anti-hedging policies bolster investor confidence .