Takeitha Lawson
About Takeitha W. Lawson
Takeitha (Kei) Lawson, age 45, has served on LCNB’s board since 2021 and is nominated for a new three‑year term ending at the 2028 annual meeting; she brings corporate finance and investor relations experience from DuPont, Lockheed Martin, and Lexmark, and is currently CFO of the Cincinnati‑Hamilton County Community Action Agency . She holds a B.S. from Temple University and an MBA from Drexel University and has held Six Sigma Green Belt certifications . Lawson serves on LCNB’s Audit, Compensation, and Nominating & Corporate Governance Committees and is considered an independent director under NASDAQ rules (all directors except Eric J. Meilstrup, Robert A. Bedinghaus, and William H. Kaufman were determined independent) .
Past Roles
| Organization | Role | Committees/Impact |
|---|---|---|
| DuPont | Finance/operations roles | Corporate finance and operating expertise brought to board deliberations |
| Lockheed Martin | Finance/operations roles | Large‑enterprise operating exposure relevant to risk oversight |
| Lexmark | Finance/operations roles | Technology sector finance/ops perspective |
| Cincinnati Bell (former public company) | Former Director; guided Investor Relations strategy | Public company IR and capital markets experience |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Cincinnati‑Hamilton County Community Action Agency | Chief Financial Officer (current) | Principal occupation disclosed in proxy |
| Cincinnati Ballet | Board of Trustees member | Current board service noted |
| Jack & Jill of America, Inc. (Cincinnati) | Non‑profit board (treasury capacity) | Community engagement and financial stewardship roles |
| Women Helping Women | Non‑profit board (treasury capacity) | Community engagement |
| Junior League of Cincinnati | Non‑profit board (treasury capacity) | Community engagement |
Board Governance
- Independence: Independent under NASDAQ rules (board determined all directors independent except Meilstrup, Bedinghaus, and Kaufman) .
- Director since: 2021; Class II nominee with term to expire at the 2028 annual meeting if elected .
- Committees: Audit; Compensation; Nominating & Corporate Governance .
- Committee chairs: Not a chair; current chairs are Craig M. Johnson (Audit), Anne E. Krehbiel (Compensation), and Michael J. Johrendt (Nominating & Corporate Governance) .
- Attendance: In 2024, the board met 6 times and all directors attended at least 95% of combined board and committee meetings .
- Audit Committee participation: Lawson is listed on the Audit Committee’s report recommending inclusion of audited financials in the 2024 Form 10‑K (indicates active service) .
Fixed Compensation
Directors are unpaid for service on the LCNB Corp. holding company board but are paid for service on the LCNB National Bank board, which meets monthly; committee retainers and an annual equity grant apply to non‑employee directors.
| Component (FY2024) | Amount (USD) | Detail/Source |
|---|---|---|
| Bank Board annual retainer | $30,000 | Standard non‑chair director bank board retainer |
| Committee retainers (Lawson) | $6,760 | Committee fees included in “Fees Earned” for Lawson |
| Total cash fees (Lawson) | $36,760 | Fees Earned or Paid in Cash for Lawson |
| Equity grant (director) | $17,000 | Annual director equity grant for 2024 (increased from $10,000 in 2023) |
| Total (cash + equity) | $53,760 | Director Compensation table total for Lawson |
Notes:
- Committee retainer schedule: Audit $2,600; Compensation $2,080; Nominating $2,080; Trust $6,240; Loan $2,600; Technology $6,240; committee chair adders: Audit $5,000; Compensation $3,500; Nominating $2,500 .
- Directors receive no fees from the holding company board; only from the bank subsidiary board .
Performance Compensation
- Director equity awards: In 2024, each director received a flat‑value equity grant of $17,000; the proxy does not tie director equity to performance outcomes for 2024 .
- Award types and vesting under LCNB’s equity plan: The 2025 Ownership Incentive Plan permits options, appreciation rights, restricted shares, and RSUs with minimum one‑year vesting for restricted awards; awards may be subject to performance criteria at the Compensation Committee’s discretion .
Performance criteria permitted under the 2025 plan (selected examples)
| Category | Examples permitted by plan |
|---|---|
| Profitability | Net income/earnings; EPS; net operating profit |
| Growth/Revenue | Net revenue growth; gross revenue; AUM growth |
| Returns | ROA, ROE, ROIC, return on sales |
| Cash flow | Operating cash flow, free cash flow, CF return on capital |
| Margins/Efficiency | Gross/operating margins; efficiency ratio; expense targets |
| Market/Value | Share price/TSR; enterprise value; economic value added |
Other Directorships & Interlocks
- Current public company directorships: None disclosed; prior service included Cincinnati Bell (former director) .
- Compensation Committee interlocks: The proxy reports no interlocks or insider participation for the Compensation Committee in 2024 (committee included Krehbiel (Chair), Cropper, Bradford, Johrendt, Lawson, Johnson) .
Expertise & Qualifications
- Corporate finance and investor relations expertise; experience across DuPont, Lockheed Martin, and Lexmark .
- Education: B.S. Temple University; MBA Drexel University; Six Sigma Green Belt certifications .
- Non‑profit treasury experience; current trustee at Cincinnati Ballet .
- Audit Committee participation alongside designated financial experts (Cropper and Johnson) supports financial oversight depth .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 3,784 common shares (0.03% of outstanding) as of April 1, 2025 |
| Options | Company reported no options outstanding or available for exercise since December 31, 2024 |
Related‑Party and Policy Considerations
- Loans and trust services to directors/officers are conducted in the ordinary course on market terms per banking regulations .
- 2024 related‑party transaction disclosed involved legal services from Kaufman & Florence ($95,044), connected to Director William H. Kaufman (Of Counsel); the board (disinterested directors) approved this arrangement .
- The Company lacks a written related‑party transactions approval policy (relies on an unwritten practice requiring disinterested board approval for transactions ≥$120,000 with interested parties) .
- Stock trading policy: The Company “does not currently have a hedging policy in place to limit or permit employee or director trading in securities” .
Governance Assessment
Strengths
- Independent director with multi‑committee service (Audit, Compensation, Nominating & Corporate Governance), signaling trust in her oversight capabilities .
- Strong attendance culture (≥95% for all directors in 2024) and moderate meeting cadence (6 board meetings), with Lawson listed on the Audit Committee’s report to shareholders, indicating engagement in financial reporting oversight .
- Relevant finance/IR and operating background plus current CFO role provide practical expertise for capital markets communication and performance oversight .
Watch items / potential red flags
- No written related‑party transaction policy (unwritten practice) increases process risk; 2024 related‑party legal fees tied to another director were board‑approved, but the absence of a formal written policy is a governance gap .
- Absence of a hedging policy for employees/directors is a misalignment risk versus governance best practices (many issuers prohibit hedging/pledging) .
- Personal ownership is modest at 0.03% (3,784 shares), which may limit economic alignment relative to larger shareholders, though directors received a $17,000 equity grant in 2024 to bolster alignment .