Robert Haines II
About Robert Haines II
Robert C. Haines II is Executive Vice President and Chief Financial Officer of LCNB. He is 52 years old (as of the 2025 proxy) and appears on LCNB’s executive roster in both the 2024 and 2025 proxies; he was serving as CFO at least as early as April 21, 2021, when he signed the company’s Form 8‑K as CFO . Company performance context during his recent tenure: net income was $13.5M in 2024 (affected by merger costs), $12.6M in 2023, and $22.1M in 2022; total shareholder return (TSR, fixed $100 basis) was $103.00 in 2024, $107.35 in 2023, and $122.53 in 2022 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| LCNB Corp. | Executive Vice President & Chief Financial Officer | ≥ Apr 21, 2021 – Present | Senior finance leadership for bank and holding company; signatory on SEC filings |
External Roles
No external directorships or outside public-company roles disclosed for Mr. Haines in the 2024–2025 proxies .
Fixed Compensation
| Year | Base Salary ($) | Non‑Qualified Deferred Comp Earnings ($) | All Other Compensation ($) | Notes |
|---|---|---|---|---|
| 2024 | 282,000 | 2,569 | 33,268 | All Other includes $11,694 health/LTD and $21,574 401(k) contribution |
| 2023 | 268,000 | 78,167 | 31,753 | Above-market interest and pension accruals included in Non‑Qualified Deferred Comp Earnings |
Base salary changes disclosed by the Compensation Committee show Mr. Haines’ base rose ~5.2% in 2024 (from $268,000 to $282,000) .
Performance Compensation
Annual cash incentive design and outcomes
| Year | Metric design | Target (as % salary) | Max (as % salary) | Individual add‑on | Actual performance | Company payout | Individual payout | Cash incentive ($) |
|---|---|---|---|---|---|---|---|---|
| 2024 | ROAA‑based plan | 8.5% | 25% | +5% possible | ROAA (adj.) 0.75% | 0% | 5% | 14,100 |
| 2023 | ROAA‑based plan | 8.0% | 25% | +5% possible | Adjusted ROAA 0.95% | 9.5% | 5% | 33,200 |
Notes:
- 2024 design: target 8.5% of salary (max 25%) tied to ROAA, plus up to 5% for individual goals; company result yielded 0% and Haines received 5% for individual achievement .
- 2023 design: target 8.0% (max 25%) on ROAA plus up to 5% individual; actual result 9.5% company + 5% individual; Haines’ reported non‑equity incentive was $33,200 .
Long‑term equity awards (restricted stock)
| Grant date | Type | Shares | Grant date FV ($) | Vesting | Performance inputs |
|---|---|---|---|---|---|
| 3/4/2024 | Restricted shares | 2,512 | 34,840 | 20% per year over 5 years starting 3/4/2025 | EPS, efficiency ratio, ROAA, and AUM growth (plan set by Board) |
| 1/23/2023 | Restricted shares | 3,643 | 65,000 | 20% per year over 5 years starting 1/23/2024 | EPS, efficiency ratio, ROAA, and AUM growth |
- 2024 result translated to equity at 12% of base pay for NEOs (below target), applied uniformly across NEOs .
Outstanding and recently vested equity
| Grant cohort | Unvested shares at 12/31/2024 | Market value at 12/31/2024 ($15.13) |
|---|---|---|
| 2/18/2020 grant | 427 | 6,457 |
| 2/23/2021 grant | 1,016 | 15,372 |
| 2/22/2022 grant | 1,421 | 21,506 |
| 1/23/2023 grant | 2,914 | 44,095 |
| 3/4/2024 grant | 2,512 | 35,450 |
| 2024 stock vested (all grants) | 2,230 | 33,734 |
Vesting terms for all restricted shares: 5 equal annual installments; accelerated on death, incapacity, retirement (65+); and double‑trigger acceleration upon qualifying change in control (see Employment Terms) .
Equity Ownership & Alignment
| As‑of date | Beneficial ownership (shares) | % of outstanding |
|---|---|---|
| Apr 1, 2025 | 21,620 | 0.15% |
| Dec 31, 2023 | 16,790 | 0.13% |
- Stock ownership policy: LCNB “strongly encourages” executive ownership but has no strict ownership multiple requirements; equity awards generally vest over five years, supporting retention .
- Hedging/pledging: The company discloses no hedging policy; no pledging by Haines is disclosed in the proxies .
- Options: The company currently does not grant options, and there were no options outstanding as of the reporting dates .
Employment Terms
| Element | Terms |
|---|---|
| Employment agreement | NEOs are at‑will; no employment or severance agreements |
| Change‑in‑control (CIC) | Double‑trigger acceleration (within 3 months before to 1 year after CIC): 100% vesting if terminated without cause or resigns for good reason; for Haines, 8,291 unvested shares would vest (value $125,437 at 12/31/2024) |
| Deferred compensation | Haines can defer bonuses; plan credits 8% interest and pays upon termination or CIC in lump sum or 10 annual installments. 2024 exec contributions: $19,430; 12/31/2024 balance: $176,931 |
| Pension | Defined benefit plan participant; 29 credited years; PV of accumulated benefit $318,284 at 12/31/2024 |
| Clawback | Recoupment applies to cash incentives and equity if restatement or misconduct; policy aligned to applicable law |
Compensation Structure Analysis
- Mix and momentum: 2024 base up ~5.2% to $282k while cash incentive fell to $14.1k (5% of salary) and equity declined to $34.8k (12% of salary), reflecting below‑target company results; 2023 had higher cash ($33.2k) and equity ($65k) on stronger adjusted ROAA outcome .
- Metrics: Annual cash is primarily ROAA with modest individual overlay; equity grants reference EPS, efficiency ratio, ROAA and AUM growth (aligned with profitability and growth) .
- Governance: Clawback policy in place; no formal hedging policy; equity uses multi‑year vesting with double‑trigger CIC .
Compensation Peer Group (Benchmarking)
LCNB’s Compensation Committee, advised by Blanchard Consulting Group (BCG), benchmarks to a peer group with comparisons near the 50th percentile; BCG concluded base and total cash compensation levels were generally competitive, with “direct compensation” within market ranges . The 2024 executive study’s peer set included regional community banks such as Civista Bancshares (OH), Farmers & Merchants Bancorp (OH), Macatawa Bank (MI), ACNB (PA), Citizens & Northern (PA), CF Bankshares (OH), ChoiceOne (MI), Middlefield Banc (OH), and others .
Performance & Track Record (Company context during CFO tenure)
| Year | TSR (value of $100) | Net Income ($000s) |
|---|---|---|
| 2024 | 103.00 | 13,492 |
| 2023 | 107.35 | 12,628 |
| 2022 | 122.53 | 22,128 |
- Management notes that 2023–2024 results were impacted by M&A costs (Cincinnati Bancorp and Eagle Financial) and provided adjusted commentary in the CD&A .
- Broader 10‑year corporate achievements (assets growth, asset quality, dividends and buybacks) are highlighted in the 2025 proxy (company-level, not Haines‑specific) .
Board Governance
- Internal committee participation: Haines serves on the company’s Pension Committee and Technology Committee (non‑Board committees with directors and executives) .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay (example historical result): At the April 20, 2021 annual meeting, shareholders approved NEO compensation (6,417,978 for; 296,838 against; 1,050,095 abstentions) .
- Frequency: LCNB conducts Say‑on‑Pay annually; proposals continue to be put to a vote each year .
Related Party Transactions (governance red flags)
- The Bank engaged Kaufman & Florence (law firm of a director) for $95,044 in 2024 and $70,512 in 2023. The company uses an unwritten approval policy requiring disinterested Board approval for qualifying related transactions, which the Board reviewed and approved .
Risk Indicators & Red Flags
- No formal hedging policy disclosed; no pledging by Haines disclosed .
- No employment agreements or severance protections for NEOs; retention relies on unvested equity (8,291 shares as of 12/31/2024) and deferred comp balances ($176,931) .
- Related‑party policy is unwritten (procedurally acceptable but below best‑practice codification for some investors) .
Equity Ownership & Alignment — Additional Detail
| Category | Detail |
|---|---|
| Beneficial ownership | 21,620 shares (0.15%) as of Apr 1, 2025; 16,790 shares (0.13%) as of Dec 31, 2023 |
| Unvested equity at 12/31/24 | 8,291 restricted shares that would vest on double‑trigger CIC; value $125,437 |
| 2024 vesting activity | 2,230 shares vested; value realized $33,734 |
| Stock ownership guidelines | Encouraged ownership; no fixed multiple; 5‑year vesting on equity |
| Options | None outstanding and not currently granted |
Employment Terms — Key Legal/Economic Triggers
| Trigger/Event | Economics |
|---|---|
| Termination (no CIC) | No severance under contract; equity follows plan vesting/forfeiture rules |
| Double‑trigger CIC | 100% vesting of outstanding awards older than 6 months if terminated without cause or for good reason from 3 months pre- to 12 months post‑CIC; Haines: 8,291 shares ($125,437) at 12/31/2024 |
| Deferred comp payout | Lump sum or 10 annual installments at termination/CIC; 8% credited rate |
Investment Implications
- Pay-for-performance alignment: 2024 cash and equity awards stepped down meaningfully (0% company cash payout; 12% of salary in equity) as ROAA lagged plan—consistent with a disciplined incentive framework; 2023 paid more on improved adjusted metrics .
- Retention risk appears moderate: No employment/severance agreements and no hedging policy, but meaningful unvested equity (8,291 shares) and a $176,931 deferred comp balance create retention hooks; 5‑year vesting cadence implies predictable, modest annual supply that could create periodic insider selling pressure as units vest .
- Alignment: Direct ownership of 21,620 shares (0.15%) plus multi‑year vesting and a clawback policy support alignment; absence of strict ownership multiples and hedging policy may be viewed as gaps by some governance‑focused investors .
- Event path: In a sale, double‑trigger equity acceleration for Haines totals ~8.3k shares (as of 12/31/24), a manageable quantum; no option overhang and no tax gross‑up disclosures reduce deal‑related frictions .