Mary Bradford
About Mary E. Bradford
Mary E. Bradford (age 69) is an independent Class III director of LCNB Corp., serving since 2018 with her current term expiring at the 2026 annual meeting . She is a retired GE Aviation IT executive with 31 years of experience, including serving as Systems CIO for GE Aviation Systems where she helped establish the information security framework for Aviage, a U.S.–China joint venture; she holds a Phi Beta Kappa undergraduate degree from Miami University and an MBA in Information Systems from Xavier University .
Past Roles
| Organization | Role/Title | Tenure | Committees/Impact |
|---|---|---|---|
| GE Aviation | IT Executive; Systems CIO, GE Aviation Systems | 31 years | Implemented IT solutions across Finance, Engineering, Supply Chain, Sales; established information security framework for Aviage JV (US/China) |
| GE Women’s Network (Cincinnati Hub) | Co‑Lead | Two-year term | Leadership/network development initiative |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| St. Vincent de Paul (local parish conference) | President (volunteer) | Not disclosed | Community leadership |
| Miami University Dept. of Information Systems & Analytics Advisory Board | GE representative (prior) | “Many years” (prior) | Industry–academia linkage |
Board Governance
- Independence: The Board determined Bradford is independent under NASDAQ rules (only Meilstrup, Bedinghaus and Kaufman are non‑independent) .
- Committee assignments (2024): Audit; Compensation; Nominating & Corporate Governance; Technology (non‑Board committee) .
- Committee chair roles: Not listed as chair (Audit Chair: Craig M. Johnson; Compensation Chair: Anne E. Krehbiel; Nominating & Corporate Governance Chair: Michael J. Johrendt) .
- Attendance and engagement: The Board met 6 times in 2024 and all directors attended at least 95% of Board and committee meetings; all but one director attended the 2024 annual meeting (virtual or in person) .
Fixed Compensation (Director; 2024)
| Component | Amount | Notes |
|---|---|---|
| Bank Board annual retainer (LCNB National Bank) | $30,000 | Directors receive no fees at the LCNB Corp. holding company; fees are paid for service on the Bank subsidiary board . |
| Committee retainers (Bradford) | $13,000 | Her committee fees totaled $13,000 in 2024 (mix driven by membership on Audit, Compensation, Nominating & Corporate Governance, Technology) . |
| Total cash fees (Bradford) | $43,000 | “Fees Earned or Paid in Cash” per Director Compensation table . |
Committee fee schedule reference (for context): Audit $2,600; Compensation $2,080; Nominating $2,080; Trust $6,240; Loan $2,600; Technology $6,240; Committee chair premia: Audit +$5,000; Compensation +$3,500; Nominating +$2,500 .
Performance Compensation (Director; 2024)
| Equity Award | Grant Value | Notes on Metrics/Vesting |
|---|---|---|
| Annual equity retainer (restricted shares) | $17,000 | Granted to each director in 2024 (increased from $10,000 in 2023); proxy does not disclose performance conditions for director equity; company “does not currently grant” options . |
- The equity retainer is part of the director compensation mix; no director‑specific performance metrics are disclosed for determining these awards (director grants are presented as fixed‑value retainers) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Bradford in the proxy . |
| Prior public company boards | None disclosed for Bradford in the proxy . |
| Potential interlocks (competitors/suppliers/customers) | None disclosed for Bradford; biography emphasizes GE Aviation career and community roles . |
Expertise & Qualifications
- Technology and cybersecurity oversight: Deep IT background, including establishing an information security framework for a cross‑border JV; serves on Bank’s Technology Committee .
- Governance breadth: Serves on Audit, Compensation, and Nominating & Corporate Governance committees, indicating broad governance exposure .
- Education: Phi Beta Kappa (Miami University); MBA (Information Systems), Xavier University .
Equity Ownership
| Metric | Value |
|---|---|
| Total beneficial ownership (shares) | 8,648 |
| Ownership as % of shares outstanding | 0.06% |
| Vested vs. unvested shares | Not disclosed for directors in proxy . |
| Pledged/hedged shares | No pledging disclosure; company has blackout windows but “does not currently have a hedging policy” for employees/directors . |
| Stock ownership guidelines (directors) | Not disclosed in proxy . |
Governance Assessment
-
Strengths
- Independent director with multi‑committee workload (Audit, Compensation, Nominating & Corporate Governance, Technology), supporting board effectiveness and oversight coverage .
- Relevant domain expertise in IT and information security, aligned with increasing cyber and technology risk oversight needs; active on Technology Committee .
- High engagement indicators: Board met 6 times in 2024; all directors achieved at least 95% attendance .
- Transparent director pay structure with explicit fee schedule and equity retainer; use of independent compensation consultant (BCG) to benchmark and adjust director compensation (equity retainer increased from $10k to $17k in 2024) .
-
Potential risks and red flags (board‑level context)
- Unwritten related‑party transactions policy: approvals handled via an unwritten process by the disinterested Board; while a specific 2024 related‑party legal services engagement is disclosed (director Kaufman’s former firm), the absence of a written policy may concern some investors from a governance controls standpoint .
- Hedging policy gap: Company states it “does not currently have a hedging policy” to limit or permit employee/director hedging; while insider trading windows exist, lack of a hedging policy can be viewed as a governance shortfall for alignment .
- Ownership alignment: Bradford’s disclosed stake is modest at 8,648 shares (0.06%), which may be viewed as limited “skin in the game” by some investors (contextualized by director equity retainers) .
- Activism backdrop: Recurring shareholder pressure for a sale (non‑binding proposal) underscores scrutiny of board strategy and capital allocation; Board recommends voting against, citing long‑term strategy and market conditions .
Note: No Bradford‑specific related‑party transactions, legal proceedings, or SEC investigations are disclosed in the proxy .
Appendix: Committee Membership Snapshot (2024)
| Committee | Role |
|---|---|
| Audit Committee | Member |
| Compensation Committee | Member |
| Nominating & Corporate Governance Committee | Member |
| Technology Committee (non‑Board) | Member |
Director Compensation Summary (Bradford; 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $43,000 |
| Equity Grant | $17,000 |
| Total | $60,000 |
Cash detail: Her committee fees totaled $13,000; base Bank Board retainer is $30,000 (directors receive no fees at the holding company) .