Anna P. Barnitz
About Anna P. Barnitz
Independent director of Ohio Valley Banc Corp. (OVBC), age 62, serving on the Bank’s board since 2001 and on the holding company’s board since 2003. Barnitz is Treasurer and CFO of Bob’s Market and Greenhouses, Inc. since 1988; previously a Senior Auditor at Charleston National Bank and Key Centurion Bancshares (1985–1988). She is designated an “audit committee financial expert” by OVBC’s board based on a BS in accounting and extensive finance/audit experience. The board has determined she is independent under Nasdaq Rule 5605(a)(2).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bob’s Market & Greenhouses, Inc. | Treasurer & Chief Financial Officer | 1988–present | Financial leadership at multimillion-dollar wholesale distributor/retailer; deep accounting and operations exposure |
| Charleston National Bank; Key Centurion Bancshares | Senior Auditor | 1985–1988 | Audit background in banking; foundation for “financial expert” designation |
| BankOne N.A., Point Pleasant, WV | Board member | Early 1990s | External banking governance experience |
| Ohio Valley Bank (OVBC subsidiary) | West Virginia Advisory Board member | ~17+ years | Local market insight; advisory engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| BankOne N.A., Point Pleasant, WV | Board member | Early 1990s | Prior public banking board exposure; no current public company boards disclosed |
| Bob’s Market & Greenhouses, Inc. | Treasurer & CFO | 1988–present | Operating role; private company; not a public issuer |
No other current public company directorships are disclosed for Barnitz in the proxy.
Board Governance
- Independence: Board determined all directors except Messrs. Miller and Wiseman are independent under Nasdaq rules; Barnitz is independent.
- Committee memberships and roles (Company-level):
- Compensation and Management Succession Committee: Chair.
- Audit Committee: Member; Secretary; designated “audit committee financial expert.”
- Board Enterprise Risk Committee: Member.
- Asset Quality Oversight Committee: Member.
- Executive Committee: Member.
- Bank-level committees: Executive Committee; Information Technology Steering Committee.
- Meeting cadence/engagement signals:
- Board met 18 times in 2024; each incumbent director attended ≥75% of board and assigned committee meetings.
- Audit Committee held 13 meetings in 2024; Compensation Committee held 8; Company Executive Committee held 4; Bank Executive Committee held 28; Board Enterprise Risk Committee meets quarterly.
- Lead Independent Director: David W. Thomas (not Barnitz).
- Executive sessions: Independent directors meet in executive session as appropriate matters arise.
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | 71,695 | Includes monthly director fee and annual retainer plus Exec Committee fees |
| Change in pension value / deferred comp earnings | 9,961 | Actuarial change under Director Retirement Plan |
| All other compensation | 334 | Incremental cost of group term life insurance; service awards |
| Total | 81,990 | Sum of above |
| Monthly director fee (Bank board) | 750 | Non-employee director rate |
| Annual retainer (Bank board) | 22,000 | Pro-rated for time served; applies to all directors |
| Exec Committee fees (Bank) | 40,695 | Paid to non-employee Exec Committee members in 2024 |
OVBC has no equity-based director compensation plans; director retirement and deferred fee plans are used.
Performance Compensation
- Directors do not receive performance-based equity (no RSUs/PSUs/options) and are compensated via cash fees and retirement/deferred plans.
- As Compensation Committee Chair, Barnitz oversees executive incentive design. 2024 executive bonuses were based on Company performance metrics and individual performance.
| Executive Bonus Metrics (2024) | Definition/Use | Notes |
|---|---|---|
| Net income | Company-level goal | Included in 2024 bonus goals |
| Average loans | Company-level goal | Included in 2024 bonus goals |
| Efficiency ratio | Company-level goal | Included in 2024 bonus goals |
| Asset quality | Ratio of adversely classified assets to Tier 1 capital + ACL (framework) | Asset quality included; committee uses asset-quality constructs in bonus design |
| Return on assets / equity; Tier 1 leverage | Broader metric set used in target setting | Part of the set committee may use; weights vary by year |
Say-on-pay support was 79% in May 2024, a governance signal for the Compensation Committee’s design under Barnitz’s chair role.
Other Directorships & Interlocks
| Entity | Nature | Current/Past | Potential Interlock/Conflict |
|---|---|---|---|
| BankOne N.A., Point Pleasant | Public banking board | Past (early 1990s) | No current overlap disclosed |
| Bob’s Market & Greenhouses, Inc. | Private company employment | Current | No related-party transactions disclosed with OVBC |
No related-party transactions disclosed involving Barnitz; the proxy details transactions for other directors (legal fees to Saunders; notes with Eastman/Thomas) but none for Barnitz.
Expertise & Qualifications
- BS in Accounting; designated audit committee financial expert (US GAAP, internal controls, audit functions).
- CFO for >35 years; senior auditor background; bank advisory experience; broad financial literacy maintained via annual audit/regulatory seminars.
- Roles span compensation oversight, risk oversight, audit, asset quality, and executive committee governance.
Equity Ownership
| Ownership Detail (as of Mar 21, 2025) | Shares | % of Class | Notes |
|---|---|---|---|
| Total beneficial ownership | 8,652 | 0.18% | Per beneficial ownership table (4,711,001 shares outstanding) |
| Direct/joint breakdown | 8,539 joint with spouse | — | Shared voting/investment power on joint holding |
| Options/RSUs/PSUs | — | — | Company has never granted options; no equity plan |
| Shares pledged | None disclosed | — | No pledge noted for Barnitz; pledges exist for others |
| Ownership guidelines | 2,500 shares required for directors whose tenure begins after 9/21/2021; 5-year compliance window | Barnitz predates guideline; she holds above threshold |
Insider Trades
| Period | Form 4 Transactions | Notes |
|---|---|---|
| FY2024 | Not disclosed in proxy | Company states Section 16(a) reports were filed timely; no delinquent filings noted |
For detailed Form 4 analysis, additional data sources beyond the proxy are required; the proxy provides compliance status but not transaction listings.
Governance Assessment
- Strengths:
- Deep financial credibility and “audit committee financial expert” designation; active across Audit, Compensation (Chair), Enterprise Risk, Asset Quality, and Executive Committees.
- Confirmed independence; no Barnitz-related related-party transactions disclosed; no pledged shares—supportive of alignment and low conflict risk.
- Compensation oversight: clear use of banking-relevant performance metrics; respectable say-on-pay support at 79% (2024), signaling investor acceptance.
- Board engagement: board and committees met frequently in 2024; all incumbents met ≥75% attendance requirements.
- Watch items:
- Director Retirement and Deferred Fee structures (common in community banks) introduce non-equity incentives; continued monitoring for alignment given absence of equity-based director pay.
- OVBC’s insider trading policy permits certain hedging with pre-approval; while margin, shorts, and options are prohibited, governance best practice is to keep hedging minimal among directors.
Overall, Barnitz’s tenure, independence, and committee leadership—especially as Compensation Committee Chair and Audit financial expert—support board effectiveness and investor confidence, with low conflict indicators and tangible ownership alignment.