Michael Johrendt
About Michael J. Johrendt
Independent director (Age 71) with legal and commercial real estate expertise; principal at Johrendt & Holford (business and tax law) in Columbus, OH; prior owner/operator of a commercial real estate company; J.D., The Ohio State University Moritz College of Law; joined LCNB board in 2018 and serves as Chair of the Nominating & Corporate Governance Committee and member of the Compensation Committee . Class II director; current term expired at the 2025 annual meeting and he was re-elected on May 19, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Columbus First Bank | Director | Aug 2007–May 2018 | Joined LCNB board upon merger into LCNB National Bank (integration ties) |
| Ohio Board of Tax Appeals | Vice-Chair | Not disclosed | State tax adjudication experience (regulatory insight) |
| Commercial Real Estate Company | Owner/Operator | Not disclosed | Real estate operations and transactions experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Johrendt & Holford (law firm) | Principal; business and tax law | Ongoing | Based in Columbus, OH; legal expertise relevant to governance |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Chair, Nominating & Corporate Governance; Member, Compensation |
| Committee independence | Compensation Committee (6 independent directors); Nominating Committee (6 independent directors) |
| Committee meetings (2024) | Compensation Committee met 6 times; Nominating Committee met 4 times |
| Audit Committee | Not a member |
| Board meetings (2024) | Board met 6 times; all directors attended ≥95% of aggregate Board+committee meetings |
| Annual meeting attendance (2024) | All directors attended except one (not identified) |
| Election results (2025) | For: 6,766,596; Withheld: 761,508 (≈89.9% of votes cast for; calculated) |
Fixed Compensation
LCNB directors receive no compensation from the holding company board; compensation is paid for service on LCNB National Bank’s board and its committees.
| Component | Amount | Notes |
|---|---|---|
| Bank board annual retainer (non-chair) | $30,000 | Paid for service on LCNB National Bank board |
| Committee retainers | Audit $2,600; Compensation $2,080; Nominating $2,080; Loan $2,600; Trust $6,240; Technology $6,240 | Paid per committee membership |
| Committee chair premiums | Audit $5,000; Compensation $3,500; Nominating $2,500 | Additional cash for chairs |
| Johrendt 2024 cash fees | $36,660 | Includes committee fees (see below) |
| Johrendt 2024 committee fees detail | $6,660 | Consistent with Nominating member + chair ($2,080 + $2,500) and Compensation member ($2,080) |
Director compensation paid in 2024 to Johrendt:
| Name | Fees Earned/Paid in Cash ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| Michael J. Johrendt | $36,660 | $17,000 | $53,660 |
Performance Compensation
| Metric/Instrument | Disclosure | Notes |
|---|---|---|
| Equity retainer (director) | $17,000 grant value | Increased from $10,000 (2023) to $17,000 (2024) per BCG study benchmark |
| Performance conditions (director equity) | Not disclosed | Proxy describes equity instruments available, but director grants are presented as fixed-value retainers; no director-specific performance metrics provided |
No director-specific bonus metrics, options, or PSU/TSR structures are disclosed; the company had no options outstanding as of 12/31/2024 .
Other Directorships & Interlocks
| Company/Entity | Type | Relationship/Interlock | Notes |
|---|---|---|---|
| Columbus First Bank | Public bank (pre-merger) | Former director; bank merged into LCNB National Bank (May 2018) | Legacy network ties in Columbus market |
| Ohio Board of Tax Appeals | State agency | Former Vice-Chair | Regulatory adjudication experience |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Legal (business & tax) | Principal at Johrendt & Holford; J.D., OSU Moritz College of Law |
| Commercial real estate | Prior ownership/operations experience |
| Banking governance | Former director at Columbus First Bank; LCNB director since 2018 |
| Governance leadership | Chair, Nominating & Corporate Governance Committee |
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Michael J. Johrendt | 153,649 | 1.08% |
Notes:
- Beneficial ownership includes shares held directly/indirectly per SEC rules .
- No pledging by Johrendt is disclosed; company does not have a hedging policy; pledging restrictions may apply to restricted awards in agreement terms but no firm-wide pledging prohibition is disclosed .
Governance Assessment
-
Strengths
- Independent director with legal and regulatory background; chairs the Nominating & Corporate Governance Committee—central to board composition and independence oversight .
- Strong engagement: Board met 6 times in 2024 and directors achieved ≥95% attendance; Compensation and Nominating committees were active (6 and 4 meetings, respectively) .
- Meaningful ownership (1.08%), indicating alignment; director equity retainer increased to $17,000 to strengthen alignment .
- Shareholder support: re-elected with 6,766,596 “For” votes; say‑on‑pay passed with 6,482,456 “For” votes, signaling governance stability (counts shown; percentage implied) .
-
Potential Risks/RED FLAGS
- Hedging policy: Company discloses no hedging policy for employees/directors—investor alignment concern for some governance frameworks .
- Related-party exposure: Law firm relationships exist for another director (Kaufman & Florence with ~$95,044 fees in 2024); while Johrendt’s firm is not disclosed as a counterparty, the company lacks a written related-party approval policy (uses unwritten board review process)—process rigor risk .
- Pledging: No explicit global anti‑pledging policy disclosed; restricted awards may include non‑pledge terms by agreement, but broader director pledging restrictions are not specified .
-
Independence and interlocks
- Serves on committees identified as independent; not a former company officer; legacy interlock via Columbus First Bank merger suggests industry ties but no current external public company board roles disclosed .
Appendix: Shareholder Sentiment Indicators
| Item | For | Against/Withheld | Abstain | Notes |
|---|---|---|---|---|
| Johrendt director election (2025) | 6,766,596 | 761,508 (withheld) | N/A | Broker non-votes: 2,746,933 |
| Say-on-Pay (2025) | 6,482,456 | 691,931 | 353,717 | Broker non-votes: 2,746,933 |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | Company reports all officers and directors complied with filing requirements; no delinquent reports noted |
| Recent Form 4 transactions | Not disclosed in proxy; no transaction detail provided |
Related Party Transactions
| Transaction | Party | Amount | Governance Handling |
|---|---|---|---|
| Legal services | Kaufman & Florence (director Kaufman affiliated) | ~$95,044 (2024) | Unwritten policy; disinterested board reviews/approves ≥$120,000 transactions; Board approved the noted engagement |
No related-party transactions involving Johrendt or Johrendt & Holford are disclosed in the proxy .
Director Compensation Structure Analysis
| Element | 2023 | 2024 | Commentary |
|---|---|---|---|
| Equity retainer (value) | $10,000 | $17,000 | Increase based on 2023 BCG director comp study; enhances equity alignment |
| Options outstanding | None | None | Lower risk profile; no option repricing risk |
Cash vs equity mix for Johrendt in 2024: $36,660 cash vs $17,000 equity (≈68% cash / 32% equity by value), consistent with retainer-plus-committee structure .
Notes on Compensation Committee Practices (Context)
- Compensation Committee Interlocks: No executive officer served on the board/comp committee of an entity that compensates any LCNB compensation committee member; members not former LCNB officers—reduces conflicts .
- Executive metrics (context for governance rigor): EPS, efficiency ratio, ROAA, AUM growth used to determine NEO equity grant levels; 2024 performance yielded equity grants at 12% of base—demonstrates use of defined metrics (applies to NEOs, not directors) .