Troy Adair
About Troy Adair
Troy Adair, 58, serves as Executive Vice President, Secretary, Treasurer and Chief Financial Officer of Farmers National Banc Corp. and Senior Executive Vice President and Chief Financial Officer of Farmers National Bank; he joined Farmers in June 2021 and became CFO in August 2021, bringing 37 years of finance and accounting experience in banking and an MBA in Finance and Accounting . During his tenure, FMNB’s long-term incentives tied to relative metrics showed top-of-peer ROE performance for the 2022–2024 period (200% equity payout) while relative TSR ranked low (0% cash payout), indicating strong operating returns but lagging stock performance versus peers . Shareholders approved Say‑on‑Pay for 2024 compensation with 85.89% support at the April 17, 2025 annual meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Farmers National Banc Corp./Farmers National Bank | EVP Finance (Bank); promoted to CFO (Company/Bank) | Jun 2021–Aug 2021; CFO since Aug 2021 | Led finance; assumed CFO role, overseeing accounting, financial reporting, investor relations, and capital planning |
| Premier Bank | SVP, Treasurer and Assistant Secretary | Feb 2020–Jun 2021 | Managed investment portfolio, mortgage banking operations, investor relations, and stock repurchase program |
| Home Savings Bank (merged into Premier) | VP & Treasurer | Feb 2016–Jan 2020 | Treasury leadership during merger integration; portfolio management |
| Home Savings Bank | Director of Risk Management – Accounting | Feb 2002–Feb 2016 | Built risk management and accounting frameworks over ~14 years |
External Roles
No external public-company board memberships or committee roles for Adair were disclosed in the Company’s 2025 10‑K executive officer section and recent proxies reviewed .
Fixed Compensation
| Item | 2024 | Notes |
|---|---|---|
| Base salary | $345,000 | 6.2% increase from $325,000 in 2023 |
| Target annual bonus | $120,750 | Set via 2024 Annual Incentive Plan grants; equals 35% of base salary |
| Initial offer terms (2021) | Base $240,000; target bonus 35% (pro‑rated); LTI target 40% of salary; 5,000 RSU sign‑on vesting after 2 years | Terms at hire in June 2021; RSU under 2017 EIP |
Multi‑year reported compensation (summary):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 285,929 | 324,062 | 346,560 |
| Stock awards ($) | 192,701 | 94,688 | 102,498 |
| Non‑equity incentive plan compensation ($) | 98,784 | 64,206 | 132,630 |
| All other compensation ($) | 19,991 | 32,166 | 26,524 |
| Total ($) | 597,405 | 515,122 | 608,212 |
Perquisites and other benefits detail (2024):
- 401(k) match $10,350; group term life $1,457; country club dues $2,107; nonqualified plan match/discretionary contributions $10,723 .
Performance Compensation
Annual Incentive Plan (2024) – objective metrics and scorecard:
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Diluted EPS | 30% | $1.15 | $1.28 | $1.41 | $1.28 | 100% |
| Pre‑tax, pre‑provision net income (millions) | 30% | $59.0 | $66.6 | $73.0 | $68.6 | 116% |
| ROA | 20% | 0.85% | 0.95% | 1.04% | 0.95% | 100% |
| Subjective scorecard | 20% | 0–150% range | — | — | — | 125% |
| Total AIP payout: $132,630; 110% of target . |
Program design safeguards:
- Circuit breaker: no bonuses if Texas ratio >15%; actual Texas ratio ~9.0% for 2024 (and ~9.0% in prior year), below threshold .
Long‑Term Incentives (2024–2026 cycle; grant date Feb 23, 2024):
| Component | Metric | Weight of LTI | Proposed Vesting/Performance Period | 2024 Grant Detail |
|---|---|---|---|---|
| Performance equity (PSUs) | Relative average ROE vs peer group | 50% | 3‑year, vests Feb 23, 2027 | Target 4,948 shares; threshold 990; max 9,896; grant‑date FV $68,332 |
| Performance cash (LTI Cash Program) | Relative TSR vs peer group | 25% | 3‑year, cash paid at 3rd anniversary | Threshold $6,900; target $34,500; max $69,000 |
| Service‑based equity (RSUs) | Continued service | 25% | 3‑year cliff vest | Outstanding service‑based awards listed separately; cliff vest dates per award agreements |
LTI target opportunity (as % of base salary):
| Executive | 2024–2026 Target |
|---|---|
| Troy Adair | 40% |
Results (prior 2022–2024 cycle):
| Metric | Target (Peer Median) | Actual | Peer Rank | Payout |
|---|---|---|---|---|
| Relative Average ROE | 12.0% | 15.8% | 86.7th percentile | 200% equity vest |
| Relative TSR | 112.6% | 88.6% | 11.1th percentile | 0% cash payout |
Equity Ownership & Alignment
Beneficial ownership over time:
| As‑of Date | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Mar 7, 2023 | 17,976 | <1% |
| Mar 5, 2024 | 20,639 | <1% |
| Mar 4, 2025 | 22,285 | <1% |
Outstanding unvested awards (Dec 31, 2024):
| Type | Units | Market/Payout Value |
|---|---|---|
| Service‑based restricted shares (not vested) | 12,951 | $184,163 (at $14.22) |
| Performance‑based PSUs (2024 grant; ROE) | 9,894 max units | $140,717 (max, at $14.22) |
| Performance‑based PSUs (2023 grant; ROE) | 8,917 max units | $126,800 (max, at $14.22) |
| Performance‑based PSUs (2022 grant; ROE) | 5,451 max units | $77,513 (max, at $14.22) |
Vesting events in 2024:
| Date | Type | Shares Vested | Value Realized |
|---|---|---|---|
| Feb 22, 2024 | Performance‑based (2017 EIP, ROE) & service‑based (2017 EIP) | Included in total | $13.81 price used for CEO; Adair’s combined vesting counted in total below |
| Jul 14, 2024 | Service‑based RSUs (2021 grant) | Part of total | $13.19 price at vest |
| 2024 total | Stock awards vested (Adair) | 7,495 | $102,577 |
Ownership policies:
- Stock ownership guideline for CFO: minimum 1.5× annual base salary; 7‑year attainment window for executives .
- Prohibitions: pledging, margin purchases, short sales, and any hedging transactions in Company stock .
Options:
- No outstanding stock options were disclosed for executives; none exercisable/unexercisable listed for Adair .
Employment Terms
Key employment and severance provisions:
- Appointment: EVP Finance on June 21, 2021; became CFO in August 2021 .
- Change‑in‑Control Agreement: provides 2× base salary and 2× average annual bonus (prior 3 years) upon qualifying termination within 2 years post‑CIC, plus pro‑rata target bonus for year of termination, 24 months of COBRA premiums, and $20,000 outplacement; double‑trigger equity acceleration (service‑based fully vests; performance‑based vests at target) .
- Potential payments (as of Dec 31, 2024 valuation at $14.22 per share):
- Voluntary with Good Reason or involuntary without Cause (non‑CIC): Severance $517,500; Benefits $24,462; AIP $120,750; LTI equity $184,163; Nonqualified Plan $46,736; Total $893,611 .
- Same within 2 years post‑CIC: Severance $690,000; Benefits $32,616; AIP $199,580; LTI equity $446,667; Nonqualified Plan $46,736; Total $1,415,599 .
- No individual employment contract; executives covered by Change‑in‑Control Agreements and Executive Separation Policy .
- Clawback policy: recovery of erroneously awarded incentive compensation consistent with Nasdaq Rule 5608 and SEC restatement requirements .
Say‑on‑Pay & shareholder feedback:
- 2025 Say‑on‑Pay approval: 85.89% votes For .
Performance & Track Record (Company context during Adair’s tenure)
FMNB revenues and growth (FY, USD):
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Revenues ($) | $36,161,000* | $38,193,000 * | $35,827,000* | $41,861,000 * | $41,716,000 * |
Values retrieved from S&P Global.
Note: * indicates tool-provided S&P Global data without document citations.
LTI outcomes highlight strong ROE execution (200% equity vest) but underperformance on relative TSR over 2022–2024 (0% cash payout), balancing operating performance signals with market-relative returns .
Compensation Structure Analysis
- Mix: Salary increased 6.2% for 2024; annual bonus based on EPS, PTPPNI, ROA, and a subjective scorecard; LTI at 40% of salary with 75% at‑risk (50% ROE PSUs; 25% TSR cash) and 25% service‑based RSUs .
- Pay‑for‑performance: 2024 AIP paid 110% of target, with above‑target PTPPNI; safeguards include a Texas ratio circuit breaker at 15% (actual ~9%) to constrain payouts amid credit stress .
- LTI metric changes: Continued focus on ROE and TSR; equity awards determined using target shares at $13.81 grant-date price; maximum PSU vesting is 200% based on ≥75th percentile peer performance .
- Clawback: Policy in place aligned to Nasdaq; reduces risk of misstatement‑linked windfalls .
Investment Implications
- Alignment: Strong linkage to ROE and TSR in LTI design; 2022–2024 results show full equity vesting on ROE and zero TSR payout, signaling high internal return discipline but market-relative headwinds—watch how 2024–2026 TSR evolves before 2027 vest .
- Retention and selling pressure: Significant unvested service‑based shares (12,951) and performance‑based PSU stacks across 2022–2024 cohorts create cliff events (notably Feb 2026 and Feb 2027); 2024 vesting totaled 7,495 shares—monitor blackout windows and any Form 4 sales around vest dates .
- Risk controls: Anti‑pledging/hedging limits and clawback reduce governance red flags; CIC terms are double‑trigger with 2× salary and bonus, reasonable for regional banks but material if strategically active M&A resumes .
- Ownership: Beneficial holdings are modest (<1%); CFO guideline 1.5× salary suggests continued accumulation expectations; beneficial ownership trend increased from 17,976 (2023) to 22,285 (2025) .
- Governance sentiment: Say‑on‑Pay approval at 85.89% indicates investor acceptance of the pay program; sustained alignment will hinge on TSR improvement and credit quality underpinning AIP safeguards .