Edward B. Roberts
About Edward B. Roberts
Edward B. Roberts (age 47) has served as an independent director of Ohio Valley Banc Corp. and The Ohio Valley Bank Company since September 2021; he is a co-owner of OakBridge Financial Partners, LLC and an investment advisor representative registered through LPL Financial, with 22 years of experience in business and the investment securities industry, and is licensed in Ohio life and health insurance with real estate investor experience . The Board has determined all directors except Messrs. Miller and Wiseman are independent under Nasdaq rules; thus Roberts is independent . In 2024, each incumbent director attended at least 75% of Board and applicable committee meetings, and all directors attended the May 15, 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OakBridge Financial Partners, LLC | Co-owner | Since 2000 | Financial advisory experience strengthens board’s investment/retirement planning insight |
| LPL Financial | Investment Advisor Representative (state of Ohio) | Noted as ongoing | Ranked top 9% of LPL advisors; securities/investment acumen |
| Real estate investments | Investor (commercial and residential) | Not specified | Local market knowledge and risk assessment |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Village of Waverly (OH) | Planning Commission Member | Not specified | Community planning/governance perspective |
| Kiwanis | Former Member | Not specified | Community engagement |
Board Governance
- Committee assignments: Compensation and Management Succession Committee (member); Bank Trust Committee (member) .
- Independence: Independent under Nasdaq Rule 5605(a)(2); Board expressly affirmed independence for all directors except Messrs. Miller and Wiseman .
- Attendance and engagement: Board held 18 meetings in 2024; each incumbent director met or exceeded 75% attendance across Board and assigned committees; all directors attended the 2024 annual meeting .
- Lead Independent Director: David W. Thomas serves as Lead Independent Director (since 2010), presides over independent director sessions, and is ex officio on standing committees .
- Executive sessions: Independent directors meet in executive session as appropriate .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Monthly director fee (non-employee) | $750 | 2024 Bank director compensation |
| Annual retainer | $22,000 | 2024 Bank director compensation |
| Fees earned (Roberts) | $31,000 | 2024 total cash fees |
| Other compensation (Roberts) | $144 | Group term life/service awards |
| Change in pension value (Roberts) | $4,544 | Director Retirement Plan accrual (actuarial change) |
- Director Retirement Plan: Benefit equals 50% of average three prior years’ director fees, payable up to 240 months at/after age 70; death benefits outlined; plan established to support succession via age-certain retirement .
- Director Deferred Fee Plan: Voluntary deferral with credited interest (4.99% in 2024), distributions at the annual meeting following age 70; capped deferral amounts and life-insurance-backed funding .
Performance Compensation
| Performance Element | Status | Metric Detail |
|---|---|---|
| Equity awards (directors) | None disclosed | Company states no equity-based compensation plans other than ESOP; directors compensated in cash |
| Options/stock grants | None; Company has never granted options | Alignment via ownership policy |
| Executive bonus metrics overseen by Compensation Committee | Active | Net income; net income per share; ROA; ROE; asset quality (ACL ratio); Tier 1 leverage; efficiency ratio; 2024 goals emphasized net income, average loans, efficiency ratio, asset quality |
| Say-on-pay (context for oversight) | 79% approval (May 2024) | Committee considered vote in 2025 decisions |
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No other public company board roles disclosed for Roberts |
- Related-party transactions: Disclosures identify legal fees to Brent A. Saunders and promissory notes with Brent R./Kevin W. Eastman and David W. Thomas/family; no related-party disclosures involving Roberts .
Expertise & Qualifications
- Securities/investment expertise: 22 years in investment securities; top 9% LPL advisor ranking .
- Insurance licensing: Ohio life and health insurance licensed .
- Real estate: Experience in commercial and residential investing .
- Community governance: Village planning commission membership .
Equity Ownership
| Holder | Shares | % of Class | Ownership Form | Notes |
|---|---|---|---|---|
| Edward B. Roberts | 3,034 | 0.06% | Joint with spouse (shared voting/investment power) | No pledging disclosed for Roberts |
| Share base | 4,711,001 outstanding (as of 3/21/2025) | — | — | Used for % calculations |
- Stock Ownership & Retention Policy (Directors): For directors whose tenure begins after Sept 21, 2021, required to maintain at least 2,500 shares within five years; Company withholds 50% of director fees to facilitate purchases until compliant . Roberts, elected September 2021, holds 3,034 shares—meets guideline requirement .
- Hedging/pledging: Insider Trading Policy prohibits margin purchases, short sales, and buying/selling puts or calls; hedging generally permitted only with prior approval and compliance with policy/Rule 10b5-1 requirements . No pledged shares disclosed for Roberts .
Governance Assessment
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Strengths:
- Independence, attendance, and active committee service (Compensation; Bank Trust) support board effectiveness .
- Clear ownership alignment: exceeds 2,500-share guideline; Company enforces guidelines via fee withholding until compliant .
- No disclosed related-party transactions or pledging for Roberts—reduced conflict risk .
- Compensation oversight: Committee uses defined performance metrics (net income, efficiency, asset quality, etc.) and considers shareholder say-on-pay feedback (79% approval) .
-
Considerations:
- Director compensation is predominantly cash-based with retirement/deferred accruals and life insurance; absence of director equity grants places greater reliance on ownership policy to ensure alignment .
- Company generally permits certain hedging with pre-approval—investors may prefer explicit prohibitions to maximize alignment, though margin, short, and options are prohibited .
-
RED FLAGS:
- None disclosed for Roberts regarding related-party dealings, low attendance, pledging, or delinquent Section 16 filings; Company reported timely Section 16(a) compliance for 2024 .