Brent R. Eastman

About Brent R. Eastman

Brent R. Eastman (age 62) is an independent director of Ohio Valley Banc Corp. (OVBC) and The Ohio Valley Bank Company, serving since April 2016. He is President and co-owner of Ohio Valley Supermarkets (11 stores, ~300 employees) and partner/co-owner of Eastman Enterprises, a land and development company; he also serves on the Gallia County Agricultural Society (24 years) and Gallia County Board of Health (16 years), bringing retail operating experience and market-area knowledge to the board . The board has determined Mr. Eastman is “independent” under Nasdaq Rule 5605(a)(2), considering promissory notes and customer relationships; these relationships did not disqualify independence per Nasdaq rules .

Past Roles

External Roles

No other public company directorships disclosed .

Board Governance

• Independence: The Board determined all directors except Messrs. Miller and Wiseman are independent; independence assessment explicitly considered promissory notes to Mr. Eastman and family, loan/deposit relationships, and customer positions. Nasdaq rules did not disqualify Eastman’s independence, and the Board does not believe these relationships interfere with independent judgment .
• Committee assignments (OVBC Board): Audit; Compensation and Management Succession; Board Enterprise Risk; Executive; plus Bank Executive Committee membership .
• Committee chairs: None for Eastman; Audit chaired by David W. Thomas; Compensation chaired by Anna P. Barnitz; Board Enterprise Risk chaired by David W. Thomas; Executive chaired by Larry E. Miller II; Nominating chaired by Brent A. Saunders .
• Attendance: The Board held 18 meetings in 2024; each incumbent director attended ≥75% of Board and committee meetings during their service. All incumbent directors and nominees attended the May 15, 2024 annual meeting .
• Lead Independent Director: David W. Thomas (appointed 2010) with authority to call meetings and chair executive sessions of independent directors .
• Executive sessions: Independent directors meet in executive session as appropriate .

Fixed Compensation

Director fee structure and Eastman’s 2024 compensation components:

Director Compensation (Total 2024): $83,722 for Eastman (cash fees $71,695; retirement plan change $11,693; other $334) .

Related director benefits:

• Director Retirement Plan: Defined benefit—benefit based on prior fees with specified payment terms; actuarial changes reported in compensation table .
• Director Deferred Fee Plan: Voluntary deferral with credited interest (4.99% in 2024); Eastman’s agreement provides for death benefit equal to accrued balance if he dies before the annual meeting following his 70th birthday .

Performance Compensation

• OVBC does not grant equity awards to directors as part of a formal annual program, and the Company has never granted options on its common shares .
• No director RSUs/PSUs or performance-based cash retainers disclosed for Eastman .

Performance metrics are applied to executive officer bonuses (e.g., net income, EPS, ROA, ROE, asset quality, Tier 1 leverage, efficiency ratio), not director pay . No director performance-linked awards are disclosed.

Other Directorships & Interlocks

• Internal committee interlocks: Eastman sits on Audit and Compensation Committees while also having promissory lending relationships with OVBC; Audit Committee ratified related party transactions disclosed .
• External professional interlock: None disclosed with OVBC competitors, suppliers, or customers beyond his businesses and local boards .

Expertise & Qualifications

• Retail operations leadership across a multi-store supermarket network and real estate development experience .
• Board service in local public health and agricultural governance; market-area knowledge valuable to community bank oversight .
• Not designated as an “audit committee financial expert”; Audit Committee financial experts are Anna P. Barnitz and David W. Thomas .

Equity Ownership

Ownership and alignment policies:

• Stock Ownership & Retention Policy: Directors whose tenure begins after Sept. 21, 2021 must maintain at least 2,500 OVBC shares within five years; 50% of director fees withheld to fund open-market purchases. Eastman (elected in 2016) is not in scope but holds 157,351 shares, exceeding any threshold .
• Insider Trading & Hedging Policy: Prohibits margin purchases, short selling, and trading in puts/calls; hedging generally permitted only with pre-approval; quarterly blackout periods and pre-clearance for directors/executives .

Related Party Transactions (Conflict Review)

Promissory notes issued by OVBC to Brent R. Eastman and Kevin W. Eastman since 2023 (Audit Committee ratified; ordinary course terms; performing loans):

Context:

• Five notes remained outstanding as of April 1, 2025; earlier notes matured/renewed with interest paid and principal rolled into new notes .
• Board’s independence determination considered these notes and concluded independence under Nasdaq rules; Audit Committee ratified related party transactions; loans were ordinary course, market terms, and performing .

Say-on-Pay & Shareholder Feedback

• 2025 Annual Meeting vote results: Say-on-Pay For 3,129,303; Against 213,055; Abstentions 41,846; Broker non-votes 428,762 .
• 2024 Say-on-Pay: 79% of votes cast approved NEO compensation, which the Compensation Committee viewed as supportive of its pay philosophy .
• 2025 director elections: Miller II (3,300,781 For), Robbins (3,087,877 For), Smith (3,126,460 For); broker non-votes 428,762 .

Governance Assessment

• Strengths:

  • High attendance: All directors met ≥75% threshold; structured committee oversight with defined charters; independent Lead Director ensures robust independent oversight .
  • Ownership alignment: Eastman’s material shareholding (3.34%) indicates significant skin-in-the-game; company-wide policies on insider trading and director ownership (for post-2021 appointees) reinforce alignment .
  • Audit and risk oversight: Eastman serves on Audit and Board Enterprise Risk Committees; committee deemed independent under SEC/Nasdaq rules, with financial experts designated .

• Risk Indicators & Red Flags:

  • Related-party financing: Multiple promissory notes issued by OVBC to Eastman and his brother (aggregate principal balances outstanding across several notes), while Eastman sits on Audit and Compensation Committees. Although the Audit Committee ratified and terms are ordinary course, the structural optics may raise perceived conflict-of-interest risk for investors; continued transparency and recusal on related matters recommended .
  • Committee interlock with financial ties: Simultaneous membership on audit/compensation committees heightens sensitivity around transaction oversight; however, independence affirmed and loans performing .

Appendix: Board Committee Memberships (Eastman)

• Audit Committee (member)
• Compensation and Management Succession Committee (member)
• Executive Committee (member)
• Board Enterprise Risk Committee (member)
• Bank Executive Committee (member)

Notes

• Independence, attendance, and committee roles per OVBC 2025 DEF 14A .
• Director compensation amounts per Director Compensation Table (2024) .
• Beneficial ownership amounts and footnotes per Ownership of Certain Beneficial Owners and Management .
• Related party transactions detailed in Certain Relationships and Related Transactions .
• Shareholder voting outcomes per 2025 Item 5.07 8-K .