Spencer Cropper
About Spencer S. Cropper
Independent Chairman of the Board of LCNB Corp. and LCNB National Bank since 2019; director since 2006. Age 52. Certified Public Accountant employed by and on the Board of the Ralph J. Stolle Company; also serves as a Trustee of Turtlecreek Township. Committee roles include Audit, Compensation, Nominating & Corporate Governance, and Pension; designated Audit Committee “financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LCNB Corp./LCNB National Bank | Chairman of the Board | 2019–present | Independent Board leadership; Audit “financial expert”; member of Audit, Compensation, Nominating & Corporate Governance, and Pension Committees |
| LCNB Corp./LCNB National Bank | Director | 2006–present | Committee work across Audit, Compensation, Nominating & Corporate Governance, and Pension; Audit “financial expert” designation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ralph J. Stolle Company | CPA; Director | Not disclosed | Current employment and board service |
| Turtlecreek Township | Trustee | Not disclosed | Elected local government role |
| Ralph J. Stolle Countryside YMCA | Director/Trustee | Not disclosed | Community non-profit board |
| Warren County Foundation | Trustee | Not disclosed | Community foundation trustee |
| Bethesda Foundation | Trustee | Not disclosed | Healthcare-related foundation trustee |
Board Governance
- Board leadership structure separates CEO (Eric J. Meilstrup) and independent Chair (Spencer S. Cropper), which the Board asserts enhances oversight; structure reviewed periodically .
- Independence: The Board determined all directors except Meilstrup, Bedinghaus, and Kaufman are independent; Cropper is independent .
- Attendance: In 2024, Board met 6 times; all directors attended at least 95% of Board and committee meetings. In 2023, Board met 12 times; all directors attended at least 98.5% .
- Committee assignments (2024): Audit (financial expert), Compensation, Nominating & Corporate Governance, Pension; full 2024 committee matrix below .
| Committee (2024) | Member | Chair | Notes |
|---|---|---|---|
| Audit | Spencer S. Cropper | No | Designated financial expert |
| Compensation | Spencer S. Cropper | No | Member |
| Nominating & Corporate Governance | Spencer S. Cropper | No | Member |
| Pension | Spencer S. Cropper | No | Member |
Fixed Compensation
- Directors are not paid by the holding company Board; compensation is paid for service on the Bank Board and committees. 2024 retainers: $30,000 (director) and $46,250 (Chair) per year. Committee retainers: Trust $6,240; Audit $2,600; Compensation $2,080; Nominating $2,080; Loan $2,600; Technology $6,240. Committee chair premia: Audit $5,000; Compensation $3,500; Nominating $2,500 .
- Cropper’s 2024 director compensation (Bank board service): $53,010 cash (includes $6,760 committee fees) and $17,000 equity grant; total $70,010 . 2023 totals: $46,500 cash (includes $6,500 committee fees) and $10,000 equity; total $56,500 .
| Year | Board/Committee Cash ($) | Equity Grant ($) | Total ($) |
|---|---|---|---|
| 2023 | 46,500 | 10,000 | 56,500 |
| 2024 | 53,010 (incl. $6,760 committee fees) | 17,000 | 70,010 |
| 2024 Director Compensation Components | Amount ($) |
|---|---|
| Chair annual retainer | 46,250 |
| Committee fees (Cropper actual 2024) | 6,760 |
| Equity retainer (all directors) | 17,000 |
Comp structure change: Following a 2023 BCG director pay study, equity grants increased from $10,000 (2023) to $17,000 (2024) to better align with peers .
Performance Compensation
- Directors receive an annual equity retainer (time-based equity); no performance-conditioned metrics are disclosed for director equity. The 2024 director equity grant was $17,000; 2023 was $10,000 .
- Note: Performance metrics in the proxy apply to executive officer incentives, not director pay (e.g., ROAA, EPS, efficiency ratio for NEO equity/cash) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Cropper. Private/nonprofit roles listed above; no disclosed interlocks with LCNB competitors/customers/suppliers .
Expertise & Qualifications
- CPA; member of the Ohio Society of CPAs and AICPA; extensive accounting and investment background; designated Audit Committee financial expert .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Spencer S. Cropper | 34,787 | 0.25% | Includes 3,000 shares held by spouse; excludes 105,126 shares held by a Family Limited Partnership in which he owns a 50% interest |
No proxy disclosure indicates pledging or hedging of Cropper’s LCNB shares. The proxy also notes the company does not currently have a hedging policy for employee or director trading in securities (governance risk) .
Say‑on‑Pay & Shareholder Feedback
| Year | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 6,010,855 | 415,878 | 114,828 | 2,813,434 |
| 2025 | 6,482,456 | 691,931 | 353,717 | 2,746,933 |
2025 meeting outcomes: 2025 Ownership Incentive Plan approved (6,591,082 For / 584,669 Against / 352,353 Abstain) and a shareholder “sell the company” proposal failed (685,299 For / 6,775,288 Against / 67,517 Abstain) .
Related‑Party Transactions and Conflicts
- The proxy discloses a related-party legal services relationship with director William H. Kaufman’s firm (2024: $95,044 billed) and describes an unwritten Board review/approval practice for related-party transactions above $120,000; this process is not formalized in a written policy (governance risk) .
- No related-party transactions involving Cropper are disclosed in the proxy. Cropper’s Family Limited Partnership holdings (105,126 shares; 50% interest) are noted but excluded from his beneficial ownership count; this indicates additional indirect economic exposure to LCNB stock .
Compensation Structure Analysis (Director)
- Shift in mix toward equity: Equity retainer increased from $10,000 (2023) to $17,000 (2024) following an external study, improving alignment with peers and shareholders .
- Cash retainers increased for Chair role (from $40,000 in 2023 to $46,250 in 2024) and committee chair premia were enhanced (e.g., Audit Chair to $5,000), indicating updated governance expectations and workload recognition .
Governance Assessment
Strengths
- Independent Chairman separate from CEO; strong committee engagement; designated Audit Committee financial expert .
- Consistently high director attendance (≥95% in 2024; ≥98.5% in 2023) .
- Director equity grant increased, enhancing ownership alignment; beneficial ownership stake and additional indirect exposure via Family Limited Partnership .
Risks/Red Flags
- No formal written related‑party transaction policy (reliance on unwritten practice) .
- Company lacks a hedging policy for employee/director trading in company securities (potential misalignment risk) .
Overall Investor Signals
- Say‑on‑pay support in 2024 and 2025 suggests investors broadly support compensation practices; 2025 votes also approved the new Ownership Incentive Plan and decisively rejected a sale‑the‑company proposal, indicating confidence in current strategy and governance .
Appendix: Committee Matrix (2024)
| Committee | Members |
|---|---|
| Audit | Craig M. Johnson (Chair); Spencer S. Cropper (financial expert); Mary E. Bradford; Anne E. Krehbiel; Takeitha W. Lawson |
| Compensation | Anne E. Krehbiel (Chair); Spencer S. Cropper; Mary E. Bradford; Michael J. Johrendt; Takeitha W. Lawson; Craig M. Johnson |
| Nominating & Corporate Governance | Michael J. Johrendt (Chair); Spencer S. Cropper; Mary E. Bradford; Anne E. Krehbiel; Takeitha W. Lawson; Craig M. Johnson |
| Pension | Eric J. Meilstrup; Spencer S. Cropper; Steve P. Foster; Stephen P. Wilson; Robert C. Haines II |
Notes: Audit Committee Report signatories include Cropper, reinforcing his active oversight role .