Steve Foster
About Steve Foster
Steve P. Foster (age 72) is an independent director of LCNB Corp., first appointed in 2005; he is a former President and CEO of LCNB Corp. and LCNB National Bank (2015–2019), with prior roles spanning internal auditor, branch manager, loan officer, founder of the Information Technology Department, CFO, and President . He serves on the Trust, Pension, and Loan committees and previously chaired the Ohio Bankers League, bringing deep community banking and operational expertise to the board . The board has determined Foster is independent under NASDAQ rules (only Meilstrup, Bedinghaus, and Kaufman are non-independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LCNB Corp. & LCNB National Bank | President & CEO | 2015–2019 | Led bank and holding company; retired in 2019 |
| LCNB National Bank | CFO; President | Not disclosed | Senior financial and operational leadership |
| LCNB National Bank | Founder, Information Technology Department | Not disclosed | Established IT function, modernization impact |
| LCNB National Bank | Internal Auditor; Branch Manager; Loan Officer | Joined 1977 (specific role dates not disclosed) | Broad banking operations experience |
External Roles
| Organization | Role | Tenure | Impact |
|---|---|---|---|
| Ohio Bankers League | Chair (former) | Not disclosed | Industry leadership; policy and network connectivity |
Board Governance
- Independence: Independent director under NASDAQ standards; the board identified only Meilstrup, Bedinghaus, and Kaufman as non-independent .
- Committee assignments: Trust Committee; Pension Committee; Board Loan Committee (member) .
- Committee chairs: Not disclosed as a chair; Audit (Craig M. Johnson), Compensation (Anne E. Krehbiel), Nominating (Michael J. Johrendt) .
- Attendance: Board met 6 times in 2024; all directors attended at least 95% of combined board and committee meetings; all attended the annual meeting except one director .
- Board leadership: Chair is independent (Spencer S. Cropper); CEO is separate (Eric J. Meilstrup); committee-based risk oversight structure .
Fixed Compensation
| Component (FY2024) | Amount (USD) | Notes |
|---|---|---|
| LCNB National Bank Board annual retainer | $30,000 | Non-employee director retainer (Chair retainer is $46,250; Foster not Chair) |
| Committee fees | $8,840 | Trust ($6,240), Loan ($2,600); Foster’s committee fee subtotal disclosed |
| Cash compensation subtotal | $38,840 | Fees Earned or Paid in Cash (director compensation table) |
Performance Compensation
| Component (FY2024) | Amount (USD) | Structure | Notes |
|---|---|---|---|
| Equity retainer grant | $17,000 | Restricted stock (value basis) | Director equity grant increased from $10,000 (2023) to $17,000 (2024) per BCG study |
Company performance metrics used by the board for 2024 executive equity grants (context for oversight; not tied to director pay): | Metric (FY2024) | Actual | Plan context | |---|---|---| | EPS | $0.88 | Used to determine NEO equity awards | | Efficiency Ratio | 77.77% | Used to determine NEO equity awards | | ROAA | 0.57% | Used to determine NEO equity awards | | Assets Under Management Growth | 8.94% | Used to determine NEO equity awards | | Resulting NEO equity grant rate | 12% of base salary | Below target; for executives, not directors |
Other Directorships & Interlocks
| Company/Entity | Role | Public/Private | Notes |
|---|---|---|---|
| LCNB National Bank | Director | Private subsidiary | All LCNB Corp. directors also serve on Bank board |
| Other public company boards | Not disclosed | — | No other public company directorships disclosed in proxy |
Expertise & Qualifications
- Banking operations, finance, and IT: Roles spanning internal audit, branch management, lending, IT founding, CFO, President, and CEO provide broad oversight capability across risk, technology, and credit/lending .
- Industry leadership: Former Chair of Ohio Bankers League adds network reach and regulatory perspective .
- Community banking specialization: Decades-long tenure (joined 1977) in local markets strengthens stakeholder alignment .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Steve P. Foster | 45,213 | 0.32% | Beneficial ownership defined per SEC rules; aggregation includes certain related holdings |
| LCNB Shares Outstanding (reference) | 14,166,915 | — | Shares outstanding as of April 1, 2025 (record date) |
- Vested vs. unvested breakdown for director holdings: Not disclosed in proxy .
- Pledging/Hedging: Company states no current hedging policy; no director pledging disclosures in proxy .
Governance Assessment
- Strengths: Independent status; extensive banking/IT/credit background; service on Trust, Pension, and Loan committees aligns with his skillset; high meeting attendance enhances board effectiveness .
- Alignment: Meaningful personal stake (45,213 shares, 0.32%), plus annual equity retainer grant supports skin-in-the-game .
- Compensation structure: Cash retainer and committee fees are modest and transparent; equity retainer increased to maintain market competitiveness based on independent consultant review (BCG) .
- Potential concerns/RED FLAGS: No formal written policy for related-party transaction approval (company uses unwritten policy), though transactions require disinterested board approval; legal spend with director-affiliated law firm (Kaufman & Florence) indicates related-party exposure within board, not Foster specifically .
- Additional RED FLAGS: Company lacks a hedging policy, which some investors view as misaligned with best practices; pledging policy not specified (no pledging disclosures identified) .
- Board structure: Independent Chair and committee leadership support oversight; clear risk oversight across audit and compensation committees, with annual independence review .