David W. Thomas
About David W. Thomas
Retired Chief Examiner for the Ohio Division of Financial Institutions with 30 years of bank supervision experience; age 69; independent director of Ohio Valley Banc Corp. (OVBC) and The Ohio Valley Bank Company since 2007; Lead Independent Director since January 2010. Designated Audit Committee Financial Expert; holds a B.S. in Business Administration; recognized for expertise in accounting, audit, risk management, and regulatory compliance, with ongoing financial literacy training via audit/bank regulatory seminars .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ohio Division of Financial Institutions (ODFI) | Chief Examiner | ~30 years; retired Sep 2007 | Deep expertise in supervision, interpreting banking laws/regulations, risk management, and financial statement analysis . |
| Ohio Valley Banc Corp. / The Ohio Valley Bank Company | Director | Since 2007 | Broad board service; leadership over audit, risk, and asset quality oversight . |
| Ohio Valley Banc Corp. | Lead Independent Director | Since Jan 2010 | Presides over independent director sessions; ex officio on all standing committees; agenda-setting, board evaluations, and shareholder communication oversight . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | The proxy does not disclose other public company directorships for Mr. Thomas . |
Board Governance
- Independence: Board deems all directors independent under Nasdaq rules except Messrs. Miller and Wiseman; this includes Mr. Thomas .
- Lead Independent Director responsibilities: Chairs executive sessions; ex officio on all standing committees; influences agendas and board structure; oversees evaluations and shareholder communication policy .
- Committee assignments (OVBC): Audit (Chair), Board Enterprise Risk (Chair), Asset Quality Oversight (Chair), Executive, Nominating & Corporate Governance; Audit Committee Financial Expert designation .
- Bank committees: Executive; Information Technology Steering Committee .
- Attendance and engagement: Board met 18 times in 2024; all incumbent directors (including Mr. Thomas) attended at least 75% of board and committee meetings during their service; all attended the 2024 annual meeting .
- Committee activity levels (2024): Audit (13 meetings), Compensation (8), Nominating & Corporate Governance (3), Executive (Company 4; Bank 28) .
- Retirement practice: Longstanding practice (not in governing documents) that a director retires at the next annual meeting following their 70th birthday; Mr. Thomas is 69, suggesting approaching succession timing under this practice .
Fixed Compensation
| Component (Director, 2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $89,695 |
| Change in Pension Value and Nonqualified Deferred Compensation Earnings | $19,710 |
| All Other Compensation | $421 |
| Total | $109,826 |
- Structure: Non-employee directors received $750/month and a $22,000 annual retainer in 2024; Executive Committee members (non-employee) received $40,695 in 2024; as Lead Independent Director, Mr. Thomas will receive an additional $18,000 in 2025 .
- Director retirement and deferral programs: Participation in a Director Retirement Plan (accruals reflected in table above) and an optional Director Deferred Fee Plan (interest credited at 4.99% in 2024; limits and terms governed annually) .
Performance Compensation
- No equity-based director compensation plans beyond the ESOP; OVBC states it has no equity-based compensation plans other than the ESOP .
- No performance-conditioned pay elements disclosed for directors (director pay is cash retainers/fees and plan accruals) .
Other Directorships & Interlocks
| Company/Entity | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards disclosed for Mr. Thomas in the proxy . |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) based on training and experience; capable in GAAP, internal controls, and audit committee functions .
- 30 years at ODFI; adept at interpreting banking laws/regulations; strong risk management and financial analysis; ongoing training via audit/regulatory seminars .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficially owned OVBC common shares | 5,351 (includes 3,520 held jointly with spouse) |
| Percent of shares outstanding | 0.11% (based on 4,711,001 shares outstanding) |
| Pledged shares | None disclosed for Mr. Thomas (pledging disclosed for another director, not Thomas) |
| Ownership guidelines | Directors whose tenure begins after Sep 21, 2021 must hold ≥2,500 shares within 5 years; the Company withholds 50% of director fees to purchase shares for affected directors; Mr. Thomas joined in 2007 (policy not applicable) . |
Related-Party Transactions (Conflict Review)
- OVBC raises funding via privately placed promissory notes to accredited investors; all related-party loans are represented as ordinary-course, on market terms, performing, and Audit Committee-ratified .
- Notes involving Mr. Thomas and family: One outstanding promissory note to Wendell B. Thomas and David W. Thomas for $500,000 at 5.00% with a one-year term outstanding as of Mar 31, 2025; prior notes to Mr. Thomas’s parents were fully repaid (amounts and interest rates disclosed) .
- Governance note: While the Board deems him independent and asserts ordinary-course terms, the ongoing note could present an appearance-of-conflict; Audit Committee oversight mitigant is disclosed .
- Hedging/pledging policies: Insider Trading Policy prohibits short selling, margin purchases, and trading in puts/calls; certain hedging transactions require pre-approval .
Insider Trades and Section 16 Compliance
| Year | Section 16(a) Filing Compliance | Note |
|---|---|---|
| 2024 | Timely filings for officers, directors, and >10% holders | Company reports all required Section 16(a) reports were filed timely for 2024 . |
Say-on-Pay & Shareholder Feedback (Context)
- 79% of votes cast supported NEO compensation at the May 2024 advisory vote; Compensation Committee interpreted this as shareholder support for compensation philosophy and practices .
Governance Assessment
-
Strengths:
- Deep regulatory and risk expertise; designated Audit Committee Financial Expert; chairs Audit, Board Enterprise Risk, and Asset Quality Oversight, enhancing board oversight quality .
- Effective independent leadership as Lead Independent Director with authority over agendas, evaluations, and independent sessions; direct channel for shareholder communications to the board via Mr. Thomas .
- Documented engagement with high meeting cadence (Board 18; Audit 13 in 2024); all incumbents met ≥75% attendance threshold .
-
Watch items / RED FLAGS:
- Related-party financing: outstanding $500,000 OVBC note to Mr. Thomas and his father at 5.00% (one-year term, outstanding as of Mar 31, 2025). Board asserts ordinary-course terms and Audit Committee ratification, but this can raise appearance-of-conflict concerns given his leadership roles in audit/risk oversight .
- Succession timing: Board practice anticipates retirement at the first annual meeting after age 70. At age 69, potential near-term transition for the Lead Independent Director and multiple committee chair posts warrants proactive succession planning to preserve oversight continuity .
- Moderate say-on-pay support (79%) suggests room for continued investor engagement, though not a failure signal .
-
Alignment:
- Holds 5,351 shares (0.11%); no pledging disclosed; company ownership policy applies to new directors after 9/21/2021 but his holdings exceed that threshold amount .
- Insider Trading Policy restricts hedging practices and prohibits short/margin/options, supporting alignment and risk control .