Stephen Wilson
About Stephen Wilson
Stephen P. Wilson (age 74) is an independent director of LCNB Corp., serving since 1982 with his current term expiring in 2027. He is the former CEO and Chairman of LCNB National Bank (1992–2015) and has represented Ohio’s 7th District in the Ohio State Senate since 2017; he also previously served on the Federal Reserve Bank of Cleveland’s board and was Past Chairman of the American Bankers Association. Wilson currently serves on LCNB’s Trust and Pension Committees and is classified by the Board as independent under NASDAQ rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LCNB National Bank | CEO and Chairman | 1992–2015 | Led bank and holding company; institutional knowledge and banking expertise |
| Federal Reserve Bank of Cleveland | Board Member | Not disclosed | Regional monetary oversight experience |
| American Bankers Association | Past Chairman | Not disclosed | National industry leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Ohio State Senate (7th District) | State Senator | 2017–present | Legislative oversight; public-sector exposure |
| AAA Club Alliance | Board Member and Treasurer | Not disclosed | Governance role in member services organization |
| Ralph J. Stolle Countryside YMCA | Trustee | Not disclosed | Community nonprofit stewardship |
| Warren County Foundation | Board Member | Not disclosed | Philanthropic governance |
| Area Progress Council | Member | Not disclosed | Community economic development |
| Warren County Port Authority | Former Vice Chair | Not disclosed | Public finance and development experience |
| Miami University | Former Trustee | Not disclosed | Higher education governance |
Board Governance
- Independence: The Board determined Wilson is independent; only Eric J. Meilstrup, Robert A. Bedinghaus, and William H. Kaufman are not independent .
- Committees: Trust Committee and Pension Committee; no disclosed chair roles for Wilson .
- Attendance: In 2024, the Board met 6 times; all directors attended at least 95% of Board and committee meetings. The annual meeting was attended by all but one director (not identified) .
- Board leadership: Independent Chair (Spencer S. Cropper) separate from CEO; committee chairs provide additional leadership .
- Committee activity (FY2024): Audit met 6x; Compensation met 6x; Nominating met 4x .
Fixed Compensation
Directors are not paid for service on the LCNB Corp. Board but are compensated for service on the LCNB National Bank Board.
| Component (2024) | Amount | Notes |
|---|---|---|
| Annual Bank Board Retainer (Cash) | $30,000 | Standard director retainer; Chair paid $46,250 (not applicable to Wilson) |
| Committee Fees (Cash) | $6,240 | Trust Committee retainer; Pension Committee fee not listed among paid committees in 2024 disclosure |
| Equity Grant | $17,000 | Equity retainer per director; increased from $10,000 in 2023 based on BCG study |
| Total Director Compensation (Wilson) | $53,240 | Cash $36,240 + Equity $17,000 |
Committee retainer schedule (for context): Trust $6,240; Audit $2,600; Compensation $2,080; Nominating $2,080; Loan $2,600; Technology $6,240; chair adders: Audit $5,000; Compensation $3,500; Nominating $2,500 .
Performance Compensation
- No performance-tied elements were disclosed for director compensation; equity grants to directors are fixed-value retainers, not tied to specific performance metrics .
- The new 2025 Ownership Incentive Plan permits performance criteria for awards to eligible persons (including directors), but director retainers in 2024 were not described as performance-based .
| Performance Metric Category (Plan Capability) | Examples | Applied to Director Retainer? |
|---|---|---|
| Financial and efficiency | EPS, ROAA, gross revenue, margins, efficiency ratio | Not disclosed for director equity retainer |
| Capital and returns | ROE, ROA, cash flow, EV | Not disclosed for director equity retainer |
| Market-based | Share price, TSR | Not disclosed for director equity retainer |
| Strategic | Acquisitions/business expansion | Not disclosed for director equity retainer |
Other Directorships & Interlocks
| Company/Entity | Public? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| AAA Club Alliance | Not disclosed as public | Board Member/Treasurer | No disclosed conflict with LCNB customers/suppliers |
| Ohio State Senate | Public office | State Senator | Political/regulatory exposure; Board still deems independence |
| Federal Reserve Bank of Cleveland | Public institution | Former Board Member | Financial system oversight experience; no disclosed current conflict |
No other public company directorships were disclosed for Wilson in the proxy .
Expertise & Qualifications
- Banking leadership: Former CEO and Chairman; deep institutional knowledge .
- Regulatory and policy: State Senator; prior Federal Reserve Bank board service .
- Industry leadership: Past Chairman of the American Bankers Association .
- Community and nonprofit governance: Multiple roles (AAA Club Alliance, YMCA, foundation, university) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stephen P. Wilson | 66,411 | 0.47% | Based on 14,166,915 shares outstanding as of April 1, 2025 |
Total directors and officers as a group: 852,299 shares (6.02%)—context for alignment .
Governance Assessment
- Independence and experience: Wilson’s long tenure and prior executive roles provide continuity; Board affirms independence despite public office, which could introduce perceived regulatory/political exposure but is mitigated by formal independence review .
- Attendance and engagement: Strong attendance culture (≥95%); Wilson serves on Trust and Pension—areas central to bank fiduciary oversight .
- Compensation alignment: Modest cash retainer plus equity grant; equity retainer increased to $17,000 in 2024 following a market study, indicating attention to competitive alignment without excessive pay .
- RED FLAGS:
- Related-party governance process is unwritten (though transactions are reviewed/approved by disinterested directors); formalizing this policy would strengthen controls .
- Company-wide hedging policy is not currently in place (proxy notes absence for stock trading policy specifics), which is atypical and could be tightened to improve alignment; insider trading blackout procedures exist .
- Overall signal: Wilson’s background (ABA chair, Fed board) supports board effectiveness in risk oversight and regulatory matters; committee focus (Trust/Pension) aligns with core banking fiduciary responsibilities. Equity ownership (0.47%) provides skin-in-the-game for alignment, albeit not concentrated .