Craig Johnson
About Craig M. Johnson
Independent director of LCNB Corp. since 2019; age 69. A Certified Public Accountant with nearly 40 years’ experience across public accounting and banking, Johnson is Audit Committee Chair and designated financial expert, and also serves on the Compensation and Nominating & Corporate Governance Committees . The Board classifies him as independent (all directors except the CEO, Robert A. Bedinghaus, and William H. Kaufman are independent) . He beneficially owns 12,648 LCNB shares (including 7,000 held by his spouse), or 0.09% of shares outstanding .
Past Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| Clark Schaefer Hackett & Co. | Principal (retired) | CPA career in public accounting | Financial expertise relevant to Audit oversight |
| J.D. Cloud & Co. LLP | Partner | Public accounting leadership | Financial reporting and controls experience |
| International public accounting firm | Professional role | Earlier career stage | Broad audit/accounting exposure |
| Large regional bank | Local market controller | Private industry finance | Banking finance, internal control familiarity |
External Roles
| Organization | Role | Sector | Notes |
|---|---|---|---|
| Clifton Cultural Arts Center | Treasurer and Board Member | Non-profit | Community engagement; fiscal oversight |
| Clifton United Methodist Church | Finance Committee Member | Religious/Community | Financial governance participation |
| Easter Seals TriState | Audit Committee Member | Non-profit | Audit-focused role |
Board Governance
- Independence and leadership: Independent director; Chair of Audit Committee; member of Compensation and Nominating & Corporate Governance Committees; designated financial expert along with Spencer S. Cropper .
- Attendance and engagement: Board met 6 times in 2024; all directors attended at least 95% of Board and committee meetings; all but one attended the 2024 annual meeting (virtual or in person) .
- Committee activity levels (2024): Audit (6 meetings), Compensation (6), Nominating (4). Johnson chaired Audit and served on Compensation and Nominating during this period .
- Audit Committee report signatory: Johnson signed the committee’s report as Chair, confirming oversight of financial statements and auditor independence .
- Board structure: Independent Chairman (Spencer S. Cropper) separate from CEO (Eric J. Meilstrup) .
Fixed Compensation
Director compensation is paid at the bank subsidiary level (LCNB National Bank) and via an equity retainer.
| Component (CY 2024) | Amount (USD) | Notes |
|---|---|---|
| Cash fees | $41,760 | Includes $30,000 bank board retainer plus committee fees of $11,760 |
| Equity grant | $17,000 | Annual equity retainer (increased from $10,000 in 2023 to $17,000 in 2024) |
| Total | $58,760 | Sum of cash and equity for director service |
Reference compensation context:
- Standard bank board retainer $30,000 for directors; $46,250 for the Chair; additional committee retainers: Audit $2,600 (Chair +$5,000), Compensation $2,080 (Chair +$3,500), Nominating $2,080 (Chair +$2,500), Trust $6,240, Loan $2,600, Technology $6,240 .
- The Board adopted the Compensation Committee’s recommendation to increase the annual director equity grant from $10,000 (2023) to $17,000 (2024) .
Performance Compensation
Director equity is a fixed-value retainer; no director-specific performance metrics are disclosed for equity grants.
| Feature | Detail |
|---|---|
| Award type | Restricted shares or RSUs available under plan; company does not currently grant options |
| Annual director equity | $17,000 (2024) |
| Vesting baseline (plan) | Restricted awards must vest no earlier than 1 year after grant; RSUs accrue dividend equivalents subject to plan terms |
| Clawback | Equity awards subject to company Clawback Policy |
| Change-in-control | Double-trigger acceleration permitted under plan terms |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None disclosed | Johnson’s proxy biography lists no current public company directorships |
| See “External Roles” above | Non-profit | Various | Community board and audit/finance roles |
- Compensation Committee independence and consultants: Johnson serves on Compensation Committee; the committee consists of independent directors and engages Blanchard Consulting Group (BCG) as an independent advisor; the committee determined BCG’s work did not raise a conflict of interest .
Expertise & Qualifications
- CPA with nearly 40 years’ experience in public accounting and private industry finance; membership in the Ohio Society of CPAs and AICPA .
- Designated “financial expert” for Audit Committee under Item 407 and NASDAQ rules (with S. Cropper) .
- Banking-sector finance and controls experience as former local market controller at a large regional bank .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Craig M. Johnson | 12,648 | 0.09% | Includes 7,000 shares held by spouse |
- Section 16(a) compliance: Company reports officers/directors complied with applicable filing requirements in 2024 .
Governance Assessment
Strengths
- Independent Audit Chair and designated financial expert; signed Audit Committee report affirming oversight of financial reporting and auditor independence .
- Broad, directly relevant financial and banking experience (CPA, audit/public accounting, bank controller) aligns with audit and risk oversight needs .
- Strong engagement: all directors had ≥95% attendance; Audit, Compensation, and Nominating committees active during 2024 .
- Compensation governance: independent Compensation Committee with independent consultant (BCG) and change-in-control double-trigger structure; equity awards subject to a clawback policy .
Watch items and potential red flags
- No hedging policy currently in place to limit employee or director trading in company securities (could weaken alignment/optics) .
- Related-party approval is governed by an unwritten policy; while approvals are reviewed by disinterested directors, lack of a formal written policy is a governance weakness (illustrated by legal fees to a director-affiliated firm; not related to Johnson) .
- Shareholder activism: a 2025 shareholder proposal advocated for a sale of the Company; although opposed by the Board, this increases scrutiny of governance and board effectiveness (relevant context for Audit Chair) .
Overall implication for investor confidence: Johnson’s independence, audit leadership, and accounting depth are positives for board effectiveness and financial oversight; however, absence of a hedging policy and reliance on an unwritten related-party approval process are governance gaps investors should monitor .