Andrew Wallace
About Andrew Wallace
Andrew M. Wallace, CPA, is LCNB’s Executive Vice President and Chief Financial Officer (CFO) as of October 8, 2025 (age 33). He joined LCNB in June 2022 as SVP of Accounting & Finance after various accounting roles at BKD LLP (now Forvis Mazars LLP), and holds a Master’s in Accounting (Butler University), a Banking Leadership Certificate (Wharton), and is a graduate of the ABA Stonier Graduate School of Banking at the University of Pennsylvania; he serves on the Ohio Bankers League Next Gen Board and FHLB Cincinnati Member Advisory Panel . Company performance context during his tenure: assets managed increased by over $1 billion (34%) since December 31, 2022 , while pay-versus-performance shows TSR at $103.00 for 2024 vs $107.35 in 2023 and Net Income of $13.492 million in 2024 (or $17.616 million excluding M&A costs) vs $12.628 million in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| LCNB Corp. | Chief Financial Officer | Oct 8, 2025–present | Leads financial strategy, reporting, capital management as part of leadership succession to support long-term growth |
| LCNB Corp. | SVP, Accounting & Finance | Jun 2022–Oct 2025 | Upgraded finance/accounting processes; contributed “fresh perspectives” and execution to growth agenda |
| BKD LLP (now Forvis Mazars LLP) | Various accounting roles | Prior to 2022 (not disclosed) | Built technical accounting foundation; external audit/accounting expertise supporting internal controls and reporting |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ohio Bankers League | Next Gen Board (member) | Not disclosed | Leadership development; industry network supporting policy and governance insights |
| FHLB Cincinnati | Member Advisory Panel (member) | Not disclosed | Input on funding/capital markets programs; strengthens treasury/capital planning perspectives |
Fixed Compensation
- Employment structure and philosophy: NEOs are employed “at will” with no severance agreements; base salaries targeted between the 25th–75th market percentiles, typically near median for solid performance, with upward adjustments for experience/expanded duties .
- Annual salary setting considers peer benchmarking (Blanchard Consulting Group), individual performance vs Board objectives, and tenure/skills .
Reference – prior CFO cash compensation levels (context for CFO role; Andrew’s specific dollar amounts are not yet disclosed):
| Metric | 2023 | 2024 |
|---|---|---|
| Robert C. Haines II – Base Salary ($) | $268,000 | $282,000 |
| Base salary YoY change | — | +5.2% |
Performance Compensation
Compensation framework Andrew Wallace participates in (per Item 5.02 incorporation of Proxy program):
- Annual cash incentives: Corporate ROAA-based payout with 8.5% of salary at target and 25% at maximum, plus up to 5% of salary tied to individual objectives (total 13.5% target, 30% max). All cash incentives subject to clawback .
- Equity incentives (restricted shares): Target award of 20% of base salary, maximum 40%, based on EPS, Efficiency Ratio, ROAA, and AUM growth vs Board-approved budget; 5-year ratable vesting; double-trigger change-in-control acceleration; dividends accrue; subject to clawback .
2024 program outcomes (company-level mechanics that drive payouts; Andrew was not yet a NEO):
| Component | Metric | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Cash | ROAA (adjusted for tax-effected M&A costs) | 8.5% salary at target; 25% max | 0.75% ROAA → corporate payout 0% | NEOs earned 0% corporate; +5% individual for all NEOs except CEO | n/a (cash) |
| Equity (RS) | EPS | n/a | $0.88 | Combined metrics → 12% of base salary equity grant for NEOs (below target) | 5 equal annual installments |
| Equity (RS) | Efficiency Ratio | n/a | 77.77% | See above | 5 equal annual installments |
| Equity (RS) | ROAA | n/a | 0.57% | See above | 5 equal annual installments |
| Equity (RS) | AUM Growth | n/a | 8.94% | See above | 5 equal annual installments |
Individual performance goals (structure Andrew will follow): CEO sets goals for non-CEO NEOs aligned to strategic plan; examples include financial reporting enhancements, profitability analytics, communications to investors/Board, and operational growth objectives .
Clawback: Company must reasonably promptly recover erroneously awarded incentive-based compensation following a restatement or fraudulent behavior; applies to cash and equity .
Equity Ownership & Alignment
- Stock ownership guidelines: No formal minimum multiples; executives are strongly encouraged to own stock; equity awards generally vest over five years, promoting retention and long-term alignment .
- Hedging/pledging: Company has no current hedging policy; pledging practices are not disclosed in the proxy .
- Change-in-control (CIC): Double-trigger acceleration—within three months before to one year after a CIC, 100% of outstanding ownership incentives vest if employment is involuntarily terminated without cause or voluntarily terminated for “good reason” (company and plan definitions apply) .
- Deferred compensation: NEOs may defer cash incentives; balances accrue interest at 8% and are payable in lump sum or 10 annual installments upon termination or CIC; Andrew will be eligible per program incorporation in Item 5.02 .
Note: Andrew Wallace’s specific share ownership, vested/unvested breakdown, and any pledging are not disclosed in the 2024/2025 proxy tables; management ownership tables as of April 1, 2025 do not list him as a director/NEO at that date .
Employment Terms
- Contract status: At-will employment; no severance multiples or employment contracts for NEOs .
- CIC provisions: Double-trigger equity acceleration as described; committee may cash out ownership incentives at CIC (options/appreciation rights with exercise price ≥ CIC price may be canceled without consideration) .
- Non-compete, non-solicit, garden leave: Not disclosed in proxy materials.
- Clawback policy: Active and restated; applies to incentive compensation tied to financial results and misconduct .
Company Performance Context (during/around Wallace’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| TSR – value of initial fixed $100 | $122.53 | $107.35 | $103.00 |
| Net Income ($000s) | $22,128 | $12,628 | $13,492 (or $17,616 excl. M&A costs) |
| Assets managed – growth since 12/31/2022 | — | — | +$1B (+34%) since 12/31/2022 |
Compensation Peer Group and Governance
- Peer benchmarking: Committee engages Blanchard Consulting Group; targets compensation near market 50th percentile; NEO base salaries generally within ±15% of peer median .
- Committee composition: 2024 Compensation Committee comprised of independent directors (Chair: Anne E. Krehbiel) .
- Say-on-pay: Annual advisory votes; shareholders vote each year (2025 proposal included) .
Risk Indicators & Red Flags
- Hedging policy absent: No current hedging policy disclosed (potential misalignment risk if executives hedge exposures); pledging not disclosed .
- Related-party transactions process: No written approval process, though the Board uses an unwritten policy to review and approve transactions ≥$120,000 with related parties; example: outside legal fees to a director’s affiliated firm approved by the Board .
- Section 16 compliance: Officers and directors reported compliance with ownership/change filings .
- Leadership transitions: October 2025 succession plan elevated Wallace to CFO and Haines to President—signaling governance focus and potential continuity of financial discipline .
Investment Implications
- Alignment: Wallace’s equity-based compensation under a 5-year vesting schedule, double-trigger CIC acceleration, and robust clawback strengthens long-term alignment while protecting shareholders against restatement/misconduct risks .
- Retention and selling pressure: Deferred compensation at an 8% credited rate and multi-year RS vesting reduce near-term selling pressure and incentivize tenure; absence of a hedging policy is a governance gap to monitor .
- Performance linkage: Cash and equity incentives tied to ROAA, EPS, efficiency, and AUM growth provide clear levers to watch; recent M&A-related costs masked underlying earnings—normalized metrics would have materially improved 2024 Net Income, suggesting potential upside as integrations mature .
- Execution risk: Wallace’s rapid elevation and certifications on 10-Qs indicate control and reporting responsibility; continued evidence of internal controls, cost management, and post-merger synergy capture should be tracked through filings and earnings releases he signs .