Brent A. Saunders
About Brent A. Saunders
Brent A. Saunders (age 67) is an independent director of Ohio Valley Banc Corp. (OVBC) and The Ohio Valley Bank Company, serving on the Bank’s board since 2001 and the Company’s board since 2003 . A practicing attorney since 1983 and former partner at Halliday, Sheets and Saunders, he has held public posts (Gallipolis City Solicitor; Gallia County Prosecuting Attorney) and led Holzer health organizations as President & CEO (2009–2012) and later as full‑time Chairman (2012–12/31/2023); he currently serves on the Holzer Health System Board . Saunders brings legal expertise across contracts, real estate instruments, corporate matters, and foreclosures, and is considered independent under Nasdaq rules (the board notes and annually evaluates certain relationships, including his legal services to the Company) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Halliday, Sheets and Saunders (law firm) | Partner/Attorney | Partner since 1985; practicing law since 1983 (current legal retainer indicates ongoing practice) | Legal expertise in contracts, deeds, mortgages, title searches, corporations, foreclosures |
| Holzer Consolidated Health Systems | President & CEO | Jul 2009 – Mar 2012 | Led a major regional health system in OVBC’s market area |
| Holzer Health System | Full‑time Chairman of the Board | Mar 2012 – Dec 31, 2023 | Governance leadership at significant regional employer |
| City of Gallipolis / Gallia County | City Solicitor / County Prosecuting Attorney | Not disclosed | Public service roles; legal and governmental experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Holzer Health System | Director (Board Member) | Present | Continues as a board member after retiring as Chairman on 12/31/2023 |
| Brent A. Saunders, Attorney at Law | Legal counsel (retainer) | 2024: $23,000; 2025: $23,000 | Board-approved retainer for legal services to OVBC and subsidiaries; board determined this does not impair independence |
Board Governance
- Committee assignments (Company): Executive; Compensation and Management Succession; Nominating & Corporate Governance (Chair) . Committees held in FY2024: Compensation (8 meetings); Nominating & Corporate Governance (3 meetings) .
- Bank committees: Executive Committee member; Trust Committee Chair; Bank Executive Committee met 28 times in 2024 .
- Executive Committee (Company) met 4 times in 2024 .
- Independence: Board determined all directors except Messrs. Miller and Wiseman are “independent” under Nasdaq Rule 5605(a)(2); independence determination explicitly considered Mr. Saunders’ legal fee relationship .
- Lead Independent Director: David W. Thomas (since Jan 2010); not Saunders .
Fixed Compensation
- OVBC director pay is delivered for Bank board service (not Company), consisting of monthly fees and annual retainer; select role fees disclosed below .
- Saunders’ 2024 director compensation and relevant fee structure:
| Component | Amount | Notes |
|---|---|---|
| Monthly director fee (non‑employee) | $750 | Per month for Bank board service in 2024 |
| Annual director retainer | $22,000 | Bank director retainer for 2024 (pro‑rated for partial‑year service) |
| Executive Committee member fee (non‑employee) | $40,695 | Aggregate 2024 fee for Executive Committee members (pro‑rated as applicable) |
| Life insurance benefit | 2x annual director fees | Reduces 35% at age 65 and 50% at age 70; terminates upon retirement |
| Director Retirement Plan (plan terms) | 50% of 3‑yr avg fees | Payable for 240 months upon age 70 eligibility; separate provisions for death benefits; Board began plan in 1996 |
| Director Deferred Fee Plan (plan terms) | 2024 crediting rate 4.99% | Nonqualified; distributions per plan at/after age 70; annual review of crediting rate policy |
| Saunders – 2024 fees earned (cash) | $71,695 | As reported in 2024 Director Compensation table |
| Saunders – change in pension value | $17,181 | 2024 change in actuarial present value under Director Retirement Plan |
| Saunders – all other compensation | $23,217 | Includes $23,000 retainer for legal services in 2024 |
| Saunders – 2024 total | $112,093 | Sum of the above components per proxy |
Performance Compensation
- Equity awards for directors (RSUs/PSUs/options): None disclosed; the Company notes it has never granted options to purchase its common shares .
- Performance metrics tied to director compensation: Not disclosed for directors; committee work largely cash‑retainer/meeting based without metric‑linked equity .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict Consideration |
|---|---|---|---|
| Holzer Health System | Non‑public, regional health system | Director (current) | Significant employer in OVBC’s market; governance network relevance in local market |
| Public company boards | Public | None disclosed | No other U.S. public company directorships disclosed in the latest proxy |
Expertise & Qualifications
- Legal expertise: contracts, deeds, mortgages, title searches, corporations, foreclosures; extensive community leadership and governance experience through Holzer .
- Committee leadership: Chair, Nominating & Corporate Governance (Company); Chair, Trust Committee (Bank) .
- Banking/market familiarity: Long‑tenured local attorney and health system leader in OVBC’s footprint .
Equity Ownership
| Holder | Beneficial Ownership | % of Class | Detail/Notes |
|---|---|---|---|
| Brent A. Saunders | 40,701 shares | 0.86% | Includes 40,458 held jointly with spouse; 8,250 shares pledged; 243 shares in a self‑directed IRA (broker has voting power; Saunders has investment power) |
- Ownership policy: Directors whose tenure begins after 9/21/2021 must maintain ≥2,500 shares within five years; the Company withholds 50% of director fees to facilitate open‑market purchases for affected directors .
- Insider trading/hedging policy: Prohibits margin purchases, short sales, and puts/calls; generally permits hedging with restrictions and pre‑approval; quarterly blackout periods and pre‑clearance for directors/officers .
Governance Assessment
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Strengths
- Deep local legal and governance experience; long‑tenured director with committee leadership on nomination/governance and trust matters, and active participation on Executive and Compensation committees .
- Meaningful stock ownership relative to board size and company float; exceeds minimum ownership thresholds applied to newer directors .
- Board has an established independence framework, Nominating & Corporate Governance committee charter, and an active schedule (e.g., Compensation: 8 meetings; Nominating: 3; Bank Executive Committee: 28) indicating engagement .
-
Risks and potential conflicts
- RED FLAG: Shares pledged as collateral (8,250 shares), which can misalign incentives and create forced‑sale risk in downturns .
- RED FLAG: Related‑party payments for legal services ($23,000 in 2024; $23,000 approved for 2025). While the board determined independence is not impaired, recurring payments from the Company to a sitting director warrant investor attention and robust audit oversight .
- Hedging generally permitted under the insider trading policy (subject to restrictions), which some investors view as a weaker alignment posture versus outright prohibitions .
-
Independence and oversight mitigants
- Board explicitly considered Saunders’ legal fees in its independence determinations; all directors except Messrs. Miller and Wiseman deemed independent under Nasdaq rules .
- Audit Committee ratified related‑party transactions; loans noted for other parties were on market terms and performing, with no unfavorable features disclosed .
- Lead Independent Director structure (David W. Thomas) provides counterbalance to management and facilitates independent executive sessions .
Overall, Saunders contributes legal and governance expertise and is highly engaged through key committees, but investors should monitor pledged‑share levels and the recurring legal‑services relationship for potential conflicts and alignment risks .