Susan Kelley
About Susan Kelley
Susan Kelley is SVP and Chief Accounting Officer at LCNB Corp., appointed effective October 8, 2025; she joined LCNB in August 2024 as VP of Finance and Accounting after 19 years at Forvis Mazars LLP and predecessor firms. She is 42, a Certified Public Accountant, and holds a B.S. in Accounting and Management Information Systems from the University of Dayton . Company performance context during the recent period includes total assets managed increasing by over $1 billion, or 34% since December 31, 2022 , and pay-versus-performance disclosures showing a $100 TSR value of $132.92 in 2021 and $122.53 in 2022 alongside net income of $20,974k in 2021 and $22,128k in 2022 . LCNB’s incentive frameworks tie cash bonuses to ROAA and equity grants to EPS, efficiency ratio, ROAA, and assets under management growth, directly linking pay with performance; SVP participants are covered under the same program descriptions per the Company’s 8-K .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| LCNB Corp. | SVP & Chief Accounting Officer | Oct 2025–present | Strengthen accounting, controls, and reporting foundation; supports governance and succession plan |
| LCNB Corp. | VP, Finance & Accounting | Aug 2024–Oct 2025 | Built reporting processes during growth/merger integration period |
| Forvis Mazars LLP (incl. predecessor BKD LLP) | Various accounting roles | 19 years | Brought public accounting rigor and banking-sector expertise into LCNB finance function |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Bethany House Services | Finance Committee member | Not disclosed | Community financial oversight; expands governance/controls perspective |
Fixed Compensation
LCNB does not disclose individual compensation for SVP-level non-NEOs; however, Susan Kelley participates in the SVP incentive plans described in the most recent proxy under Annual Cash Incentives and Equity Incentives .
| Element | Target | Maximum | Basis/Notes |
|---|---|---|---|
| Annual Cash Incentive (2023 program) | 8% of base salary at target performance | 25% of base salary based on ROAA, plus potential additional 5% for individual performance (total max 30%) | Company metric: ROAA; plus individual goals set by CEO; subject to Clawback Policy |
| Annual Cash Incentive (2022 program) | 11.5% of base salary at target | 20% of base salary | 50% Company metric (Adjusted ROAA) and 50% individual goals; Clawback applies |
| Long-Term Equity (Restricted Stock) | Target 20% of base salary | Up to 40% of base salary | Award % determined by EPS, efficiency ratio, ROAA, AUM growth vs Board-approved budget; converted to shares at grant-date value; multi-year vesting |
Performance Compensation
| Metric | Weighting/Structure | Target/Scale | Actual (Recent Disclosure) | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| ROAA (Cash bonus) | Primary company metric (2023); CEO sets individual goals for NEOs; structure applies to SVPs per 8-K incorporation | 8% of salary at target; up to 25% based on ROAA + 5% for individual performance | 2023 ROAA 0.63% (0.95% adjusted); NEOs earned 9.5% + additional 5% except CEO | Cash payout % of salary based on metric attainment and individual goals; subject to Clawback | N/A (cash) |
| EPS (Equity grants) | One of four metrics for equity awards (EPS, efficiency ratio, ROAA, AUM growth) | Award scale ranges from 3% to 40% of salary (2023); 0% to 40% (2022) | 2023 EPS $1.10 (would have been $1.56 excluding one-time merger costs) | Equity grant % of salary converted to shares at grant-date value | Multi-year; most awards 5-year vesting |
| Efficiency Ratio (Equity) | Same as above | Same award scale | 2023 efficiency ratio 75.7% (69.1% excluding one-time costs) | Same as above | Same as above |
| ROAA (Equity) | Same as above | Same award scale | 2023 ROAA 0.63% (0.95% adjusted) | Same as above | Same as above |
| AUM Growth (Equity) | Same as above | Same award scale | 2023 AUM growth 25.48% | Same as above | Same as above |
Notes: The 8-K expressly incorporates the proxy’s SVP incentive descriptions by reference for Susan Kelley; specific individual payout amounts for SVP participants are not disclosed .
Equity Ownership & Alignment
- Beneficial ownership for Susan Kelley is not individually disclosed in the 2025 proxy; the filing lists beneficial ownership for directors and certain executives and the total for all directors and officers as a group (852,299 shares; 6.02%), but does not enumerate Ms. Kelley .
- LCNB encourages stock ownership but does not set strict targets for executives; most equity awards have a 5-year vesting schedule that supports retention .
- The Company states it does not currently have a hedging policy; no pledging restrictions are disclosed in the cited sections .
- Clawback provisions apply to cash incentives and equity awards under the Ownership Incentive Plan .
Employment Terms
| Term | Disclosure | Detail |
|---|---|---|
| Employment status | At-will (NEOs); no severance agreements or employment contracts | Proxy states NEOs are employed at will without severance agreements or employment contracts; 8-K for Susan provides no separate employment agreement and references participation in SVP incentive plans |
| Change-in-control (plan-level) | Defined under LCNB equity plans | 2015 Plan CIC includes thresholds for share ownership/voting power changes, board turnover, or asset transfers; plan-level provisions govern award treatment; NEO-specific vesting values disclosed, but SVP-specific values are not |
| Clawback | Present | Company continues to utilize clawback for cash incentive and equity awards under the Ownership Incentive Plan |
| Non-compete / non-solicit | Not disclosed | No specific non-compete/non-solicit terms disclosed for SVPs in cited documents |
| Deferred compensation | Available to certain executives | Non-qualified plans described in proxy for NEOs; SVP participation for Susan not specified; 8-K references incentives only |
Investment Implications
- Alignment: Participation in ROAA-driven cash incentives and multi-metric equity grants indicates pay-for-performance alignment; multi-year vesting (often 5 years) reduces short-term selling pressure and supports retention .
- Retention risk: At-will employment and lack of formal severance may increase turnover risk in stress scenarios; however, vesting schedules and clawback provisions encourage stability and governance discipline .
- Trading signals: No individual Form 4 activity or ownership level disclosed for Susan Kelley; lack of strict ownership guidelines and no hedging policy suggests monitoring for future equity grants and any pledging disclosures as potential red flags .
- Performance context: Equity award determinations explicitly link to EPS, efficiency ratio, ROAA, and AUM growth; recent corporate expansion (+$1B AUM since 2022) strengthens the case that finance leadership roles (including CAO) are integral to execution, but payout specifics for SVP participants are not disclosed—limiting direct pay-performance calibration for Susan .
- Governance: Program design uses independent compensation consultant benchmarking and annual say-on-pay cadence; incorporation of SVP roles into the same frameworks reduces the risk of off-cycle or discretionary awards misaligned with performance .