Michael Miller
About Michael Miller
Michael R. Miller (age 67) is Executive Vice President and Trust Officer at LCNB National Bank and has been a named executive officer since at least 2022–2024, with responsibilities centered on Wealth Management growth, trust committee participation, and senior management engagement . Pay-for-performance context: LCNB’s revenues were $14.288M (FY22), $15.411M (FY23), and $20.404M (FY24)*; TSR based on a fixed $100 investment was $122.53 (2022), $107.35 (2023), and $103.00 (2024), while Net Income was $22.128M (2022), $12.628M (2023), and $13.492M (2024) . In 2024, equity grants for NEOs were tied to EPS ($0.88), efficiency ratio (77.77%), ROAA (0.57%), and AUM growth (8.94%), resulting in grants at 12% of base salary .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LCNB National Bank | Executive Vice President, Trust Officer | N/A | Manage growth of Wealth Management; serve on Trust Committee; senior management participation; strategic plan execution |
External Roles
No external directorships or outside roles disclosed for Michael R. Miller.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $250,000 | $268,000 | $282,000 |
| All Other Compensation ($) | $17,580 | $17,481 | $19,031 |
Notes:
- Perquisites include health and long-term disability payments and 401(k) contributions; for 2024, health/LTD $9,405 and 401(k) $9,626 .
Performance Compensation
Annual Cash Incentives (ROAA + Individual Goals)
| Component | Target (% of Salary) | Max (% of Salary) | Actual Payout (% of Salary) | Actual Payout ($) | Year |
|---|---|---|---|---|---|
| Company ROAA | 11.5% | 20% | 13.0% | $33,200 | 2022 |
| Company ROAA | 8.0% | 25% | 9.5% | $25,460 (portion of total) | |
| Individual Goals (additional) | +5% potential | +5% potential | +5% | $13,400 (portion of total) | 2023 |
| Company ROAA | 8.5% | 25% | 0% | $0 | 2024 |
| Individual Goals (additional) | +5% potential | +5% potential | +5% | $14,100 | 2024 |
Notes:
- 2023 totals reflect 9.5% company metric plus 5% individual goals; Michael R. Miller’s non‑equity incentive paid was $38,860, which equals 14.5% of $268,000 .
- 2024 totals reflect 0% company metric and 5% individual goals; paid $14,100, 5% of $282,000 .
Equity Incentives and Performance Metrics
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Equity Grant (% of Base Salary) | 26.0% | 13.0% (NEOs; CEO higher) | 12.0% |
| Determination Metrics | EPS; Efficiency; ROAA; AUM growth | Equity grants program (multi-year vesting) | EPS $0.88; Efficiency 77.77%; ROAA 0.57%; AUM +8.94% |
| Grant Date & Shares (2024) | N/A | N/A | Mar 4, 2024; 2,512 shares; Grant-date FV $34,840 |
| Vesting | 5 equal annual installments; accelerated on death/incapacity/retirement at 65; double-trigger CIC acceleration | 5 equal annual installments | 5 equal annual installments starting Mar 4, 2025 |
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Total Beneficial Ownership (shares) | 19,557 shares (0.14% of outstanding) as of Apr 1, 2025 |
| Unvested Restricted Shares at 12/31/2024 (#; $ value) | 8,291 shares; $125,437 |
| Unvested by Grant Year (shares; $ value) | 2020: 427; $6,457 • 2021: 1,016; $15,372 • 2022: 1,421; $21,506 • 2023: 2,914; $44,095 • 2024: 2,512; $35,450 |
| Stock Vested in 2024 | 2,230 shares; $33,734 realized |
| Stock Ownership Guidelines | Encouraged but no strict targets; multi-year vesting aligns long-term interests |
| Hedging/Pledging Policy | Company states no current hedging policy; pledging not disclosed |
Employment Terms
- Employment status: At-will; no severance agreements or employment contracts for NEOs .
- Change-of-control (CIC): Double-trigger acceleration for equity awards granted ≥6 months—vests if terminated without cause or for good reason within 3 months before to 1 year after CIC under the 2015 Plan .
- Deferred Compensation: 8% interest accrual; above-market portion reflected in compensation; payable lump sum or 10-year installments after termination or CIC; Michael R. Miller 2024 aggregate balance $167,756; aggregate earnings $12,711; above-market portion $2,424 .
- Clawback: Company recovers erroneously awarded incentive-based compensation upon material restatements or fraudulent behavior per Amended & Restated Clawback Policy .
- Insider Trading: Trading prohibited from 30 days before fiscal quarter end until 2 business days after earnings release .
Company Performance Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $14,288,000 * | $15,411,000 * | $20,404,000 * |
| EBITDA ($) | N/A | N/A | N/A |
| Pay vs Performance Indicators | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of Initial Fixed $100 Investment (TSR) | $122.53 | $107.35 | $103.00 |
| Net Income ($000s) | $22,128 | $12,628 | $13,492 |
*Values retrieved from S&P Global.
Compensation Peer Group and Governance
- Compensation consultant: Blanchard Consulting Group engaged; no conflicts identified .
- Peer group used for 2024 executive compensation review includes regional community banks (e.g., Civista, Middlefield, SB Financial, CF Bankshares) .
- Committee composition: Compensation Committee comprised of independent directors; meetings and charters disclosed .
- Equity plan evolution: 2015 Ownership Incentive Plan governs recent awards; 2025 Ownership Incentive Plan approved for future awards, with similar structures and CIC protections .
Investment Implications
- Alignment and retention: Multi-year RS vesting (5-year pro rata) and double-trigger CIC provisions promote retention but may create vesting-date related selling pressure, particularly with ~8,291 unvested shares and annual vest schedules across 2025–2029 .
- Pay-for-performance linkage: Annual cash incentives tied to ROAA plus individual goals produced 0% company payout and 5% individual for 2024; equity grants scaled to EPS, efficiency, ROAA, and AUM—signals disciplined linkage though shorter-term cash can underpay when profitability is pressured .
- Ownership signal: Beneficial ownership of 19,557 shares (0.14%) and ongoing vesting aligns interests; absence of a hedging policy and no disclosed pledging merits continued monitoring for policy upgrades and any future pledging disclosures .
- Change-of-control economics: No cash severance multiples; equity acceleration and immediate payout of deferred balances under CIC/termination reduce exit friction but also cap windfall risk; for Miller, $167,756 deferred balance and equity acceleration value $125,437 as of 12/31/2024 quantify exposure .
- Performance backdrop: TSR declined in 2023–2024 while net income increased in 2024; revenue growth was strong through FY24, supporting equity award determination; watch efficiency and ROAA trends for future grant sizing * * *.