Terry Moore
About Terry A. Moore
Independent non‑executive Chair of Farmers National Banc Corp. (FMNB); age 69; director since 2014. Moore is a long‑tenured attorney at Krugliak, Wilkins, Griffiths & Dougherty in Canton, OH, where he served as Managing Shareholder for 18 years (through 2018) and on the firm’s Management Committee for 24 years, bringing legal, litigation, and leadership credentials to FMNB’s board . The Board has affirmatively determined he is independent under NASDAQ rules; he currently chairs FMNB’s Board and Executive Committee and serves on the Compensation and Corporate Governance & Nominating Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Krugliak, Wilkins, Griffiths & Dougherty (Law Firm) | Managing Shareholder; Attorney | Managing Shareholder for 18 years (through 2018); Management Committee member for 24 years | Led firm operations and governance; extensive legal and litigation experience applied to board oversight |
| Farmers National Banc Corp. | Director; Chair of the Board | Director since 2014; current non‑executive Chair | Primary liaison to management; presides at Board meetings; leads Board oversight and Executive Committee |
| Farmers National Banc Corp. | Chair, Executive Committee | Current | Authorized to act on behalf of Board between meetings; 8 meetings in 2024 |
| Farmers National Banc Corp. | Member, Compensation Committee | Current | Oversight of executive compensation; committee held 4 meetings in 2024 |
| Farmers National Banc Corp. | Member, Corporate Governance & Nominating Committee | Current | Board effectiveness, nominations, governance policies; committee held 4 meetings in 2024 |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Cleveland Clinic Mercy Hospital Foundation | Board of Trustees; initial Chair | Current | Philanthropic governance oversight |
| Cleveland Clinic Mercy Hospital | Advisory Board | Current | Healthcare advisory engagement |
| Hoover Foundation (Canton) | Trustee | Current | Non‑profit foundation governance |
Board Governance
- Independence: The Board determined Moore is independent under NASDAQ rules; only the CEO (Kevin Helmick) is non‑independent .
- Leadership: Non‑executive Chair; presides over Board meetings; primary liaison to management; chairs Executive Committee .
- Committee assignments: Compensation Committee member; Corporate Governance & Nominating Committee member; Executive Committee Chair. Board also has Audit and Enterprise Risk Management Committees, with full committee composition disclosed .
- Attendance: Board met 10 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all current directors attended the 2024 Annual Meeting virtually .
- Committee activity levels: Audit (5 meetings), Compensation (4), Corporate Governance & Nominating (4), Board Enterprise Risk Management (4), Executive (8) .
- Risk oversight: Board and committees actively monitor operational, financial, legal/regulatory and strategic risks; leadership structure facilitates oversight with an independent Chair .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $62,500 | Standard non‑employee director cash retainer |
| Independent Chair retainer | $37,500 | Additional retainer for independent Chair of the Board |
| Committee chair retainer – Executive Committee | $7,500 | Retainer for chairs of non‑Audit committees (includes Executive Committee) |
| Total cash earned | $107,500 | Sum of cash components for Moore in 2024 |
| Meeting fees | $0 | No meeting fees; compensation structured via retainers and RSUs |
- Director compensation positioning is reviewed annually against peers; 2024 structure targeted median market levels .
Performance Compensation
| Equity Award (2024) | Grant Date | Units | Grant‑Date Fair Value (USD) | Vesting Terms |
|---|---|---|---|---|
| Restricted Stock Units (RSUs) | April 18, 2024 | 1,384 | $16,580 | Vest on date of 2025 Annual Meeting of Shareholders (one‑year cliff) |
- Non‑employee director annual equity is RSUs; the program value target is $17,500 allocated as RSUs, determined using the 30‑day average price preceding the grant; reported grant‑date fair values for 2024 directors were $16,580 each per FASB ASC 718 .
- No options, PSUs, or performance‑metric‑linked director equity; awards are service‑based with one‑year vesting .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Committee Roles | Notes |
|---|---|---|---|---|
| Cleveland Clinic Mercy Hospital Foundation | Non‑profit | Trustee; initial Chair | – | Not a public company directorship |
| Cleveland Clinic Mercy Hospital | Healthcare | Advisory Board | – | Not a public company directorship |
| Hoover Foundation | Non‑profit | Trustee | – | Not a public company directorship |
- Public company boards: None disclosed for Moore; no disclosed interlocks with FMNB competitors, suppliers, or customers .
Expertise & Qualifications
- Legal and governance expertise: Decades of legal practice; firm leadership including 18 years as Managing Shareholder and 24 years on Management Committee; brings corporate governance and litigation experience .
- Board leadership: Independent non‑executive Chair role underscores board oversight independence and effective liaison with management .
- Community/healthcare governance: Trusteeship and advisory roles support stakeholder engagement and governance breadth .
Equity Ownership
| Metric | Value | Detail |
|---|---|---|
| Total beneficial ownership | 82,672 shares | Includes (i) 10,100 jointly with spouse; (ii) 6,700 in IRA; (iii) 9,862 held by spouse (spouse has voting/dispositive power); and (iv) 1,384 restricted shares awarded 4/18/2024 subject to vesting at 2025 Annual Meeting |
| % of shares outstanding | <1% | Based on 37,614,636 shares outstanding at 3/4/2025; “Less than 1%” as disclosed |
| Options outstanding | None | No stock options outstanding for directors; beneficial ownership includes any shares acquirable within 60 days (none via options) |
| Pledging/hedging | Prohibited | Directors are prohibited from pledging, margin purchases, short sales, and hedging transactions in FMNB shares |
| Ownership guidelines | 4x annual base retainer (Non‑exec directors) | Must be met within five years of joining the Board; progress monitored by Compensation Committee |
Governance Assessment
- Strengths: Independent non‑executive Chair (Moore) leading the Board; robust committee engagement (Compensation; Corporate Governance & Nominating; Executive Committee Chair); adequate meeting cadence and strong attendance; clear risk oversight structure integrating Audit, ERM, and Compensation committees .
- Alignment: Director pay mix is primarily fixed cash with modest annual RSUs (approx. $107.5k cash vs $16.6k equity for 2024), reinforcing prudent alignment without excessive risk; anti‑hedging/anti‑pledging policy strengthens shareholder alignment; director ownership guidelines (4x retainer) promote skin‑in‑the‑game .
- Independence and conflicts: Board confirms Moore’s independence; related‑party transactions (including any insider loans) are subject to Audit Committee review and were conducted on market terms; no non‑banking business relationships with directors required consideration in 2024, and no Item 404 related‑party transactions disclosed for Moore—low conflict risk .
- RED FLAGS: None apparent—no attendance issues, no hedging/pledging, no option repricings or related‑party exposures disclosed for Moore .
Overall signal: Moore’s role as independent Chair, legal/governance background, and conservative director pay structure support board effectiveness and investor confidence, with minimal conflict indicators in 2024–2025 disclosures .