Anne Krehbiel
About Anne Krehbiel
Anne E. Krehbiel (age 70) is an independent director of LCNB Corp., serving since 2010 and currently Corporate Secretary. A practicing attorney, she earned her J.D. from the University of Cincinnati in 1980, worked at US Bank, and founded Krehbiel Law Offices in 1998; she is certified by the Ohio State Bar Association as a Specialist in Estate Planning, Trust and Probate law . Her Board term up for election in 2025 was renewed at the May 19, 2025 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Krehbiel Law Offices | Founder, Principal Attorney | Founded 1998 (ongoing) | Estate planning, trust and probate specialist (OSBA certified) |
| US Bank | Attorney/Legal roles | Prior to 1998 | Financial services legal experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Warren County Bar Association | Member/Community involvement | Ongoing | Local legal community engagement |
| Lebanon Rotary Club | Member | Ongoing | Civic engagement |
| Cincinnati Zoo & Botanical Garden | Volunteer/Philanthropy | Ongoing | Community involvement |
Board Governance
- Independent director status: Board determined all directors except Eric J. Meilstrup, Robert A. Bedinghaus, and William H. Kaufman are independent; Krehbiel is independent .
- Corporate Secretary; Committee roles: Chair of Compensation Committee; member of Audit and Nominating & Corporate Governance Committees .
- Committee activity: Compensation Committee met 6 times in 2024; comprised of six independent directors; no compensation committee interlocks or insider participation reported .
- Attendance: Board met 6 times in 2024; all directors attended at least 95% of Board and committee meetings; all but one director attended the 2024 annual meeting .
- Audit Committee report lists Krehbiel among signatories affirming inclusion of audited financials in the 2024 Form 10-K .
Fixed Compensation
Directors receive no compensation from LCNB Corp. directly; compensation is paid for service on the Board of LCNB National Bank (subsidiary).
| Component | Amount (2024) | Notes |
|---|---|---|
| Annual Bank Board retainer (Director) | $30,000 | Chair of the Bank Board receives $46,250; not applicable to Krehbiel |
| Committee membership fees (Audit) | $2,600 | Krehbiel serves on Audit |
| Committee membership fees (Compensation) | $2,080 | Krehbiel serves on Compensation |
| Committee membership fees (Nominating) | $2,080 | Krehbiel serves on Nominating & Corporate Governance |
| Committee chair premium (Compensation Chair) | $3,500 | Krehbiel is Compensation Committee Chair |
| Total committee fees (sum of above) | $10,260 | Matches proxy disclosure for Krehbiel |
| Total cash fees earned (retainer + committees) | $40,260 | As disclosed for Krehbiel |
Performance Compensation
| Instrument | Grant Value (2024) | Grant Mechanics | Performance Metrics |
|---|---|---|---|
| Equity grant (Director) | $17,000 | Annual director equity grant (increased from $10,000 in 2023 per BCG study recommendation) | None disclosed for directors; NEO equity grants use EPS, efficiency ratio, ROAA, AUM growth (not applied to directors) |
Note: The 2015 Ownership Incentive Plan permits grants to directors in forms including restricted shares and RSUs; as of 12/31/2024, no options were outstanding or available for exercise . Change-in-control is defined in the plan; adjustment provisions exist, but director-specific acceleration terms are not detailed in the proxy .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Interlocks |
|---|---|---|---|
| None disclosed | — | — | Compensation Committee reported no interlocks or insider participation in 2024 |
Expertise & Qualifications
- Legal specialist in estate planning, trust, and probate; OSBA certified .
- Corporate governance and compensation oversight (Compensation Committee Chair; Corporate Secretary) .
- Audit committee service and financial reporting oversight (Audit Committee member and signatory to Audit Committee report) .
- Community engagement providing regional insights .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding |
|---|---|---|
| Anne E. Krehbiel | 11,148 | 0.08% |
- Ownership aggregates spousal/trust holdings per SEC beneficial ownership rules .
- No disclosure of pledged shares; company states it does not currently have a hedging policy to limit or permit employee or director trading in securities .
Say-on-Pay & Shareholder Feedback
| Proposal (May 19, 2025) | For | Against | Abstain |
|---|---|---|---|
| Elect Anne E. Krehbiel (Class II) | 6,806,246 | 721,858 | — |
| Say-on-Pay (Advisory) | 6,482,456 | 691,931 | 353,717 |
- Krehbiel election received 6.81M votes for and 0.72M withheld; broker non-votes totaled 2.75M across director elections .
Related-Party Transactions and Conflicts
- Ordinary-course lending and trust services provided to directors/officers on market terms, consistent with banking regulations; no unfavorable features reported .
- Specific related-party legal services: Kaufman & Florence (linked to Director William H. Kaufman) billed ~$95,044 in 2024; approved by disinterested Board under unwritten policy requiring Board review/approval for transactions ≥$120,000 involving insiders .
- No related-party transactions disclosed for Krehbiel or her firm .
Governance Assessment
-
Strengths:
- Independent director with deep legal expertise; serves as Compensation Chair and on Audit/Nominating, indicating high governance engagement .
- High attendance (≥95%) and active committee cadence (Compensation met 6 times) support board effectiveness .
- Compensation Committee explicitly reports no interlocks/insider participation, reducing conflict risk .
-
Alignment:
- Beneficial ownership of 11,148 shares (0.08%) plus annual equity grant supports skin-in-the-game, albeit modest for a $14.17M-share base .
- Director pay mix includes cash retainers and equity grant; 2024 equity grant increased to $17,000 to align with market benchmarking (BCG study) .
-
Watch items / RED FLAGS:
- No corporate hedging policy currently in place for employees/directors; absence of explicit anti-hedging/anti-pledging standards is a governance gap for alignment .
- Related-party approval process is unwritten (procedural weakness), though disinterested Board review occurred for the Kaufman & Florence engagement; continued monitoring advisable .
- Dual role as Corporate Secretary while independent director is uncommon; Board affirms independence, but role clarity and reporting lines should be monitored .
-
Investor sentiment:
- 2025 election support was solid but with ~0.72M withheld votes; Say-on-Pay passed with 6.48M for, indicating general shareholder support for compensation governance .