Bradley Ruppert
About Bradley Ruppert
Bradley A. Ruppert is Executive Vice President, Trust Officer, and Chief Investment Officer at LCNB; he was age 47 in the 2023 proxy and has 16 years of credited service under LCNB’s defined benefit plan as of fiscal 2024, indicating long-tenured institutional knowledge in trust and investment management . Pay-versus-performance disclosures show company net income of $13.5M in 2024, $12.6M in 2023, and $22.1M in 2022, with the value of a fixed $100 TSR stake at $103.00 (2024), $107.35 (2023), and $122.53 (2022), framing the operating and shareholder return context during his recent tenure . His compensation mix combines fixed salary ($264,000 in 2024) with annual cash incentives tied to company/individual goals and long-term restricted stock that vests over five years, aligning retention with performance outcomes .
Past Roles
No prior external employment roles beyond current LCNB executive capacities were disclosed in reviewed DEF 14A filings .
External Roles
No external public company directorships or outside board roles were disclosed for Bradley Ruppert in reviewed DEF 14A filings .
Fixed Compensation
Multi-year Summary Compensation Table for Bradley A. Ruppert:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 232,000 | 250,000 | 264,000 |
| Restricted Stock Awards – Grant Date Fair Value ($) | 42,000 | 60,320 | 32,500 |
| Non-Equity Incentive Plan Compensation ($) | 30,791 | 36,250 | 13,200 |
| Non-Qualified Deferred Compensation Earnings ($) | 1,089 | 52,245 | 1,379 |
| All Other Compensation ($) | 26,371 | 27,502 | 28,676 |
| Total ($) | 332,251 | 426,318 | 339,756 |
Notes:
- “Non-Qualified Deferred Compensation Earnings” include above-market interest on the NQDC plan and changes in the actuarial present value of defined benefit pensions when applicable .
Performance Compensation
Annual Cash Incentive Outcomes (Company and Individual Goals)
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Adjusted ROAA (Actual) | 1.13% | 1.16% | 0.95% |
| Individual Goals Payout (% of Salary) | 6.0% | 6.0% | 5.0% |
| Total Cash Incentive (% of Salary) | 12.5% | 13.0% | 14.5% |
- Cash incentives consist of a company performance component (primarily ROAA) plus individual executive goals; historical target payout was 11.5% of salary with a 20% maximum opportunity (design described in prior CD&A) .
Equity Grants Determination (Plan-Linked Performance Metrics)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| EPS (Actual) | $1.66 (adjusted) | $1.93 (adjusted) | $1.10; ex-merger costs $1.56 | $0.88 |
| Efficiency Ratio (Actual) | — | 63.7% | 75.7%; ex-merger costs 69.1% | 77.77% |
| ROAA (Actual) | — | 1.16% | 0.63%; ex-merger 0.95% | 0.57% |
| Assets Under Management Growth (Actual) | 7.62% | −1.5% | 25.48% | 8.94% |
| Equity Award (% of Base Compensation) | 20% (maximum) | 26% | 13% (NEOs) | 12% |
| Vesting Schedule | 5 equal annual installments starting 1st anniversary | 5 equal annual installments starting 1st anniversary | 5 equal annual installments starting 1st anniversary | 5 equal annual installments; 2024 awards vest starting Mar 4, 2025 |
- Equity awards are calculated as a percentage of salary based on performance versus Board-approved budget for EPS, efficiency ratio, ROAA, and AUM growth; targets are typically 20% with 40% maximum for NEOs .
Grants of Plan-Based Awards (Ruppert – Details)
| Grant Detail | 2022 | 2023 |
|---|---|---|
| Cash Incentive – Target ($) | 27,840 | 32,500 |
| Cash Incentive – Maximum ($) | 50,000 | 75,000 |
| Equity Incentive – Target (# of shares) | 2,601 | 3,605 |
| Equity Incentive – Maximum (# of shares) | 5,202 | 7,729 |
| All Other Stock Awards – Grant Date | 2/22/22 | 1/22/23 |
| All Other Stock Awards – Number of Shares (#) | 2,182 | 3,381 |
| Grant Date Fair Value ($) | 42,000 | 60,320 |
Equity Ownership & Alignment
Beneficial Ownership
| Metric | 2022 (as of Mar 1) | 2023 (as of Dec 31) |
|---|---|---|
| Shares Beneficially Owned (#) | 9,203 | 12,584 |
| Percent of Shares Outstanding (%) | 0.08% | 0.10% |
- Stock ownership guidelines: no strict numerical targets; executives are encouraged to own stock; all equity awards carry multi-year vesting requirements .
- Hedging/pledging: The company states it does not currently have a hedging policy; pledging provisions are not specified in the reviewed filings .
Outstanding and Vested Equity
Outstanding unvested restricted shares (as of 12/31/2022):
| Award Date | Feb 2018 | Feb 2019 | Feb 2020 | Feb 2021 | Feb 2022 |
|---|---|---|---|---|---|
| Unvested Shares (#) | 306 | 506 | 1,139 | 1,861 | 2,182 |
Stock vested (shares and value realized):
| Metric | 2020 | 2021 | 2022 | 2024 |
|---|---|---|---|---|
| Shares Acquired on Vesting (#) | 559 | 939 | 1,404 | 2,003 |
| Value Realized on Vesting ($) | 9,573 | 15,653 | 27,501 | 30,305 |
Change-of-Control (CIC) Accelerated Vesting Potential
| Metric | 2022 (as of Dec 31) | 2023 (as of Dec 31) | 2024 (as of Dec 31) |
|---|---|---|---|
| Unvested Shares that Would Vest (#) | 5,994 | 7,535 | 7,667 |
| Value of These Shares ($) | — | $118,824 | $116,005 |
Employment Terms
- Employment agreements: None; all NEOs are at-will employees, and termination as of each year-end did not trigger contractual severance obligations (outside of plan benefits) .
- CIC protection: Double-trigger acceleration under the 2015 Ownership Incentive Plan—100% vesting of ownership incentives outstanding ≥6 months if terminated without cause or resign for “good reason” from 3 months before to 1 year after a change in control .
- Restricted shares vesting: Five equal annual installments starting one year post grant; accelerated vesting upon death, incapacity, or retirement (age ≥65) .
- NQDC plan: Executives may defer cash incentives; balances accrue at 8% with above-market portions disclosed; distribution in lump sum or 10 annual payments after termination or CIC, at executive’s election .
- Clawback: Amended & Restated Clawback Policy requires recovery of erroneously awarded incentive compensation in the event of restatements or fraudulent behavior; applies to cash incentives and equity awards .
- Stock trading policy: Company states it does not currently have a hedging policy; pledging not specified in the reviewed documents .
- Option plan terms: Options (if any) are non-transferable; early termination/retirement rules apply; immediate vesting upon death/incapacity/retirement; maximum 10-year term; no options awarded to Ruppert in reviewed periods .
Deferred Compensation and Pension
Non-Qualified Deferred Compensation (NQDC)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Executive Contributions ($) | 12,545 | 13,125 | 7,698 | 9,063 |
| Aggregate Earnings ($) | 3,539 | 4,927 | 6,006 | 7,263 |
| Aggregate Balance at Year-End ($) | 46,791 | 64,843 | 78,547 | 94,873 |
Defined Benefit Pension
| Metric | 2020 | 2024 |
|---|---|---|
| Present Value of Accumulated Benefits ($) | 136,129 | 166,415 |
| Years Credited Service (#) | 12 | 16 |
Compensation Committee and Benchmarking
- Independent consultant: The Committee engages BCG (banking-focused) for market benchmarking; BCG is hired by and reports directly to the Committee; no conflicts identified under Rule 10C-1 .
- Benchmark posture: Prior reviews indicated conservative total cash compensation vs peers and competitive equity awards; design alternates executive and Board compensation reviews year-to-year .
Investment Implications
- Pay-for-performance calibration: Equity grant outcomes dropped to 12% of salary in 2024 (vs. 13% in 2023 and 26% in 2022) consistent with weaker EPS/ROAA/efficiency metrics—evidence of performance-linked equity variability .
- Retention vs. selling pressure: Five-year ratable RSU vesting and 8% NQDC accruals foster retention; expect predictable vesting-related selling near annual vest dates (e.g., 2,003 shares vested for Ruppert in 2024; 2024 awards start vesting Mar 4, 2025) .
- Alignment and “skin in the game”: Beneficial ownership of 12,584 shares (0.10% outstanding) suggests modest direct alignment; however, ongoing RSU grants and pension/NQDC balances add deferred exposure to company outcomes .
- Governance and downside protection: No individual employment agreements (limited severance risk); double-trigger CIC with measured acceleration ($116k value for Ruppert as of 2024) reduces windfall risk; expanded clawback increases recourse in restatement or misconduct scenarios .
- Risk flags: Absence of a formal hedging policy (pledging not specified) is a governance gap; above-market NQDC interest creates non-operational compensation inflation but is disclosed and capped by policy .