William Kaufman
About William H. Kaufman
William H. Kaufman (age 81) is an attorney serving as Of Counsel at Kaufman & Florence, and has been a director of LCNB since 1982; his current term expires in 2026. He is Assistant Secretary to the Board, with a background as former senior partner at Kaufman & Florence, former Mayor of the City of Lebanon, and elected to two terms as Judge of the Lebanon Municipal Court; he holds a law degree from Northern Kentucky University Salmon P. Chase College of Law. His board biography notes he oversees operational legal matters and real estate closings for LCNB National Bank from his seat on the Board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaufman & Florence | Former Senior Partner; currently Of Counsel | Not disclosed | Legal counsel experience and litigation in insurance/commercial disputes; operational legal matters for LCNB National Bank |
| City of Lebanon | Mayor | Not disclosed | Civic leadership in local government |
| Lebanon Municipal Court | Judge (two terms) | Not disclosed | Judicial experience; local legal governance |
| Young and Jones (legacy to Kaufman & Florence) | Attorney | Not disclosed | Early legal career foundation |
External Roles
No current public company directorships are disclosed in Mr. Kaufman’s proxy biography.
Board Governance
- Independence: The Board determined Mr. Kaufman is not independent under applicable NASDAQ Rules; only Eric J. Meilstrup and Robert A. Bedinghaus share this status.
- Committee assignments: No 2024 committee memberships are listed for Mr. Kaufman; he serves as Assistant Secretary to the Board.
- Board activity and attendance: The Board met six times in 2024, and all directors attended at least 95% of the aggregate meetings of the Board and committees on which they served. Directors are encouraged to attend the annual meeting, and in 2024, with the exception of one director, all attended.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| LCNB Corp director cash compensation | $0 | LCNB Corp directors are not paid for service at the holding company level |
| LCNB National Bank Board annual retainer | $30,000 | Standard director retainer; Chair receives $46,250 (not applicable to Kaufman) |
| Committee fees | $0 | Not independent; does not receive committee fees |
| Equity grant (retainer) | $17,000 | Equity grant increased from $10,000 in 2023 based on BCG review |
| Total | $47,000 | Sum of cash and equity |
Performance Compensation
| Item | Disclosed Detail |
|---|---|
| Performance metrics tied to director compensation | None disclosed; director equity grants are retainer-based and not tied to quantitative performance metrics |
| Clawback applicability | All awards under the Ownership Incentive Plans (including director awards granted under the plan) are subject to the Company’s Clawback Policy |
Other Directorships & Interlocks
- No current public company boards listed for Mr. Kaufman; his principal external affiliation is with Kaufman & Florence.
- Related-party interlock: LCNB National Bank retained Kaufman & Florence for legal services in 2024 (approx. $95,044 billed), approved by disinterested directors per an unwritten related-party transaction review policy.
Expertise & Qualifications
- Legal expertise: Extensive litigation and commercial disputes background; estate and real estate legal experience; Of Counsel status at Kaufman & Florence.
- Local governance experience: Former Mayor and two-term municipal judge in Lebanon.
- Board role: Assistant Secretary; provides oversight of operational legal matters and real estate closings for the Bank.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Breakdown |
|---|---|---|---|
| William H. Kaufman | 84,708 | 0.60% | Includes 33,200 held in trust; 16,800 held jointly with spouse; 13,040 owned by spouse |
Governance Assessment
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Strengths
- Deep legal and local-government experience and long board tenure support continuity and institutional knowledge; Assistant Secretary role reflects functional contribution to board operations.
- Strong director attendance (≥95%) indicates engagement.
- Meaningful personal share ownership (0.60%), with diversified beneficial holdings, suggests alignment with shareholder outcomes.
-
Concerns and potential conflicts
- RED FLAG: Related-party legal services from Kaufman & Florence ($95,044 in 2024) while Mr. Kaufman serves on the Board; although reviewed and approved by disinterested directors, the Company lacks a formal written related-party transactions policy (uses an unwritten approach). This raises ongoing conflict-of-interest scrutiny risk.
- Not independent under NASDAQ rules, limiting committee eligibility and potentially affecting perceived board independence.
- The Company does not currently have a hedging policy governing employee or director trading in securities, which is shareholder-alignment sensitive for governance best practices.
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Implications for investor confidence
- The combination of non-independence and recurring related-party legal fees warrants monitoring of transaction terms, board oversight rigor, and any evolution toward formal written policies. The strong attendance and ownership stake partially offset concerns, but transparency and policy formalization would improve governance quality signals.