Patricia Walter
About Patricia Walter
Patricia Walter, age 50, is LCNB’s Chief Risk Officer (effective October 8, 2025), leading enterprise risk management, compliance, and governance; she joined LCNB in 2024 via the acquisition of EAGLE.bank, where she served as President. She holds a B.S. in Accounting from Miami University (Ohio) and is a Certified Public Accountant (CPA) . Company performance indicators tied to executive compensation include earnings per share (EPS), efficiency ratio, return on average assets (ROAA), and assets under management (AUM) growth; for 2024, EPS was $0.88, efficiency ratio 77.77%, ROAA 0.57%, and AUM growth 8.94% . Pay-versus-performance shows 2024 net income of $13.492 million and a one-year TSR drop to $103 on a $100 base, highlighting profitability improvement amid lower TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| EAGLE.bank (via EFBI) | President | Not disclosed | Led the institution prior to its acquisition by LCNB; background aligned to enterprise risk oversight |
| Cheviot Savings Bank | SVP of Finance | Not disclosed | Senior finance leadership experience |
| Comair | Manager of Corporate Accounting | Not disclosed | Corporate accounting management experience |
| Grant Thornton | Manager | Not disclosed | Professional services, accounting advisory experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company directorships or external roles disclosed for Walter in available filings |
Fixed Compensation
Walter participates in LCNB’s executive incentive framework (Annual Cash Incentives, Equity Incentives, and Other Compensation) referenced in Item 5.02; specific salary and bonus dollars for Walter are not disclosed in the proxy (she was not a 2024 NEO) .
| Component | Plan Parameter | 2024 Outcome Basis | Notes |
|---|---|---|---|
| Base Salary | Not disclosed for Walter | — | Walter’s 2024/2025 base salary not disclosed; NEO base salaries targeted around market median within peer benchmarks |
| Annual Cash Incentive | Target 8.5% of base; Maximum 25% of base; +5% individual performance opportunity | Company ROAA drives payout; individual objectives set by CEO | 2024 ROAA (adjusted) 0.75% yielded 0% company payout; NEOs (except CEO) earned 5% for individual goals; Walter’s 2024 award not disclosed |
| Equity Incentive (Restricted Shares) | Target 20% of base; Maximum 40% of base | Metrics: EPS, efficiency ratio, ROAA, AUM growth | 2024 metrics produced 12% of base award for NEOs; vesting over 5 years; Walter’s grant size not disclosed |
Performance Compensation
Annual Cash Incentives (structure and 2024 performance basis)
| Metric | Weighting | Target | Actual (2024) | Payout Basis | Vesting |
|---|---|---|---|---|---|
| ROAA (Company) | Not explicitly weighted; principal driver | Target payout 8.5% of base; max 25% | 0.75% (adjusted for merger costs) | 0% company payout for 2024 | Cash (no vesting) |
| Individual Strategic Objectives | Up to +5% of base | Set per executive | Qualitative/quantitative goals per role | NEOs earned +5% (CEO excluded); Walter’s payout not disclosed | Cash (no vesting) |
Equity Incentives (restricted stock based on 2024 metrics)
| Metric | Target Definition | Actual (2024) | Award Outcome (NEOs) | Vesting Terms |
|---|---|---|---|---|
| EPS | Board-approved budget | $0.88 | Contributed to 12% of base award | 5 equal annual installments; first vest on 1st anniversary |
| Efficiency Ratio | Board-approved budget | 77.77% | Contributed to 12% of base award | Same as above |
| ROAA | Board-approved budget | 0.57% | Contributed to 12% of base award | Same as above |
| AUM Growth | Board-approved budget | 8.94% | Contributed to 12% of base award | Same as above |
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership | 40,237 shares; includes 14,422 shares held by spouse |
| Ownership as % of shares outstanding | 0.28% (14,166,915 shares outstanding as of April 1, 2025) |
| Vested vs. unvested breakdown | Not disclosed for Walter (NEO-only tables provided) |
| Pledged shares | Not disclosed; restricted awards cannot be pledged during restriction period |
| Hedging/Pledging policy | Company states no current hedging policy; pledging not expressly addressed outside award restrictions |
| Stock ownership guidelines | No strict targets; executives “strongly encouraged” to own stock; equity awards include multi-year vesting |
| Insider trading policy | Blackout windows: 30 days prior to quarter-end through two business days post-earnings release |
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | At-will; NEOs have no severance agreements; Walter’s specific contract terms not disclosed |
| Clawback | Amended & Restated Clawback Policy covers cash incentives and equity; recovery required on restatements or significant misconduct |
| Change-of-control (equity) | Double-trigger acceleration: if involuntary termination without cause or voluntary for “good reason” from 3 months pre- to 1 year post-CIC, 100% vesting/accelerated payment of outstanding awards (subject to >6-month condition under 2015 plan) |
| Equity plan governance | 2025 Ownership Incentive Plan authorizes up to 600,000 shares; awards include options, appreciation rights, restricted shares/RSUs; minimum 1-year vesting; committee-administered |
| Deferred compensation | Non-qualified plan at 8% interest available to certain executives; participation for Walter not disclosed |
Performance & Track Record (Company context during Walter’s tenure)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000) | 22,128 | 12,628 | 13,492 |
| TSR (Value of $100 Investment) | $122.53 | $107.35 | $103.00 |
- Strategic achievements over 10 years: assets up 160% to $4.2B; NPLs improved from 0.82% to 0.27%; average net charge-offs 0.04%; dividends increased 38% to $0.88/share; five acquisitions since 2014 supporting franchise value .
- M&A integration (Cincinnati Bancorp 2023; Eagle Financial 2024) was expected to be accretive longer-term, with 2024 net income influenced by transaction costs .
Compensation Committee Analysis (Governance context)
- Compensation Committee members (2024): Anne E. Krehbiel (Chair), Spencer S. Cropper, Mary E. Bradford, Michael J. Johrendt, Takeitha W. Lawson, Craig M. Johnson .
- Independent consultant: Blanchard Consulting Group (BCG); peer benchmarking used for market-competitive pay positioning and plan design .
Investment Implications
- Alignment: Walter’s 0.28% ownership (incl. spousal shares) offers measurable skin-in-the-game; multi-year equity vesting strengthens retention and long-term focus .
- Pay-for-performance: Cash incentives keyed to ROAA with individual KPIs; equity tied to EPS, efficiency ratio, ROAA, and AUM growth—all bank-quality drivers; 2024 outcomes yielded below-target payouts to NEOs, indicating discipline in the framework .
- Retention and CIC risk: Double-trigger acceleration reduces forced-sale windfalls while protecting executives amid strategic change; absence of severance agreements suggests limited guaranteed payouts beyond equity acceleration .
- Trading signals: Company-level insider policy imposes blackout windows; Section 16 compliance noted, but no Form 4 activity for Walter was disclosed in these documents—monitor future filings for sell pressure around vest dates .
- Governance considerations: No explicit hedging policy and no pledging prohibition beyond award restrictions—assess potential alignment risks; stock ownership guidelines are encouragement-based rather than mandatory targets .