Lawrence Mulligan Jr.
About Lawrence P. Mulligan Jr.
Lawrence P. Mulligan Jr. is Executive Vice President and Chief Operating Officer at LCNB National Bank; age 56 in 2025 and listed as a “Banker” among the Named Executive Officers (NEOs) . Company pay-versus-performance shows TSR of 103.00 in 2024 (vs. 107.35 in 2023 and 122.53 in 2022) alongside net income of $13.5 million in 2024 (vs. $12.6 million in 2023 and $22.1 million in 2022), framing the environment in which his incentives are calibrated . In 2024 the company’s ROAA outcome led to 0% company bonus funding, with Mulligan receiving only the individual performance portion (5% of salary), underscoring pay sensitivity to performance . Equity grants are explicitly linked to EPS, efficiency ratio, ROAA, and assets under management growth, with awards below target in 2024 and 2023 and above target in 2022, reinforcing the pay-for-performance construct .
Past Roles
No prior roles beyond his current EVP & COO capacity are disclosed in recent DEF 14A filings (2023–2025) .
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LCNB National Bank | Executive Vice President, Chief Operating Officer | N/A | COO responsibilities focused on deposit growth, DEI leadership, marketing, compliance committee work, and strategic execution |
External Roles
No external directorships or outside roles are disclosed for Mulligan in recent DEF 14A filings (2023–2025) .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 224,000 | 242,000 | 254,000 |
| All Other Compensation ($) | 12,002 | 14,527 | 15,571 |
Notes:
- 2024 All Other Compensation includes health/LTD of $9,439 and 401(k) contributions of $6,133 .
Performance Compensation
Annual Cash Incentive Structure and Outcomes
| Year | Metric | Target | Actual | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| 2024 | ROAA (company metric) + Individual Goals | 8.5% of salary (company), max 25%; up to +5% individual (total max 30%) | Adjusted ROAA 0.75% (company payout 0%); individual goals achieved | 5% of salary (individual only) | Cash; annual cycle |
| 2023 | ROAA (company metric) + Individual Goals | 8.0% of salary (company), max 25%; up to +5% individual (total max 30%) | Adjusted ROAA 0.95% (company payout 9.5%); individual goals achieved | 14.5% of salary (9.5% company + 5% individual) | Cash; annual cycle |
| 2022 | Adjusted ROAA (company metric) + Individual Goals | 11.5% of salary (company), max 20% | Adjusted ROAA 1.16% (company payout 7%); individual goals achieved (6%) | 13% of salary | Cash; annual cycle |
Detailed Mulligan Objectives (2024):
- Manage deposit portfolio growth; lead DEI efforts; oversee marketing; participate in compliance-related committees; execute strategic plan; promote bank in communities .
Equity Incentives: Metrics, Outcomes, and Vesting
| Year (Performance Basis) | Metrics | Target/Range | Actuals | Equity Payout | Vesting |
|---|---|---|---|---|---|
| 2024 | EPS, Efficiency Ratio, ROAA, AUM Growth | NEO target 20% of salary; max 40% | EPS $0.88; Efficiency 77.77%; ROAA 0.57%; AUM +8.94% | 12% of salary (below target) | 5-year ratable; 2024 grant date 03/04/2024; 1/5 vests annually from 03/04/2025 |
| 2023 | EPS, Efficiency Ratio, ROAA, AUM Growth | NEO target 20% of salary; max 40% | EPS $1.10; Efficiency 75.7%; ROAA 0.63%; AUM +25.48% (M&A costs impacted results) | 13% of salary (below target) | 5-year ratable; 2023 grant date 01/23/2023; 1/5 vests annually from 01/23/2024 |
| 2022 | EPS, Efficiency Ratio, ROAA, AUM Growth | NEO target 20% of salary; max 40% | Adj. EPS $1.93; Efficiency 63.7%; ROAA 1.16%; AUM −1.5% | 26% of salary (above target) | 5-year ratable; 2022 grant date 02/22/2022; 1/5 vests annually from 02/22/2023 |
Grant Accounting in Summary Compensation:
- Restricted Stock Awards for Mulligan: $40,400 (2022), $58,240 (2023), $31,460 (2024) .
Equity Ownership & Alignment
Beneficial Ownership
| As-of Date | Shares Outstanding | Shares Beneficially Owned | Ownership % |
|---|---|---|---|
| 12/31/2022 | 11,285,995 | 8,874 | 0.08% |
| 12/31/2023 | 13,142,420 | 12,439 | 0.09% |
| 04/01/2025 | 14,166,915 | 28,065 | 0.20% |
Unvested Restricted Shares (as of 12/31/2024) and Market Value at $15.13
| Grant Year | Unvested Shares (#) | Market Value ($) |
|---|---|---|
| 2020 (award on 02/18/2020; vests 1/5 annually from 02/18/2021) | 363 | 5,489 |
| 2021 (award on 02/23/2021; vests 1/5 annually from 02/23/2022) | 892 | 13,502 |
| 2022 (award on 02/22/2022; vests 1/5 annually from 02/22/2023) | 1,259 | 19,055 |
| 2023 (award on 01/23/2023; vests 1/5 annually from 01/23/2024) | 2,612 | 39,520 |
| 2024 (award on 03/04/2024; vests 1/5 annually from 03/04/2025) | 2,268 | 34,315 |
| Total | 7,395 | 111,880 |
Vesting Activity in 2024:
- Shares vested: 1,682; value realized on vesting: $25,455 .
Options:
- No stock options outstanding or exercisable; company has not granted options since legacy plans expired (none since 2012/2015; no options outstanding as of 2024) .
Hedging/Pledging:
- The company “does not currently have a hedging policy” for employee/director trading; no pledging policy disclosure found .
Stock Ownership Guidelines:
- No strict targets/multiples of salary; executives are “strongly encouraged” to own stock; equity awards carry multi-year vesting .
Deferred Compensation (8% accrual rate plan)
| Year-End | Executive Contributions ($) | Aggregate Earnings ($) | Ending Balance ($) |
|---|---|---|---|
| 12/31/2024 | 17,545 | 6,297 | 82,937 |
Change-in-Control (CIC) Treatment:
- Double-trigger acceleration of unvested equity held >6 months upon involuntary termination without cause or resignation for “good reason” within three months before to one year after CIC; Mulligan’s unvested shares that would vest: 7,395 shares ($111,880 value as of 12/31/2024) .
Employment Terms
- Employment status: At-will; no employment or severance agreements for NEOs .
- Change-in-control economics: Double trigger equity acceleration (as above); committee may cash out awards at CIC (including cancellation of out-of-the-money options/appreciation rights; none outstanding) .
- Clawback policy: Recovery of incentive-based compensation in the event of material accounting restatements or fraudulent behavior by covered executives; policy may be amended to comply with law .
- Non-compete/non-solicit/garden leave/post-termination consulting: Not disclosed in recent proxies .
Compensation & Incentives Detail (Multi-Year)
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Base Salary | 224,000 | 242,000 | 254,000 |
| Restricted Stock Awards (grant-date fair value) | 40,400 | 58,240 | 31,460 |
| Non-Equity Incentive (Cash) | 29,644 | 35,090 | 12,700 |
| Above-Market Deferred Comp Earnings | 664 | 459 | 1,195 |
| All Other Compensation | 12,002 | 14,527 | 15,571 |
| Total Compensation | 306,710 | 350,316 | 314,926 |
Compensation Benchmarking & Peer Group:
- 2024 executive compensation review by Blanchard Consulting Group (BCG); peer banks listed (e.g., Civista, Middlefield, CF Bankshares, etc.); committee targeted market median (50th percentile) positioning with guards of ±15% for base and broader ranges for total compensation .
Say-on-Pay & Governance
- Annual say-on-pay presented to shareholders; committee emphasizes pay-for-performance linkage and use of equity to align with long-term shareholder value .
- Compensation Committee membership includes independent directors; no interlocks or insider participation reported .
Related-Party Transactions & Section 16
- No related-party transactions involving Mulligan disclosed; board reviewed and approved a law firm engagement tied to a director (not Mulligan), applying unwritten but formal board review standards .
- Officers and directors complied with Section 16(a) filing requirements based on company review .
Investment Implications
- Alignment: Significant unvested RS backlog (7,395 shares) with five-year vesting cadence and CIC double-trigger acceleration fosters retention and aligns long-term incentives with performance metrics (EPS, efficiency, ROAA, AUM growth) .
- Near-term selling pressure: 2024 vesting of 1,682 shares suggests periodic vest-related tax withholding/settlement activity may occur; however, no options and no disclosed hedging policy reduce mechanical sell pressures versus option-heavy structures .
- Pay-for-performance sensitivity: 2024 company metric funded at 0% due to ROAA outcome, with only individual 5% payout—equity also below target—indicates compensation is responsive to operational performance, a favorable governance signal for investors .
- Retention risk: At-will employment without severance increases managerial flexibility and could modestly elevate departure risk; the presence of deferred compensation ($82,937) and multi-year RS vesting provides retention ballast .
- Pledging/ownership guidelines: Absence of strict ownership guidelines and lack of a hedging policy disclosure diminishes formal alignment safeguards; continued monitoring of proxy enhancements would be prudent .