K. Ryan Smith
About K. Ryan Smith
Independent director of Ohio Valley Banc Corp. (OVBC) since July 2021; age 52. Smith is President of the University of Rio Grande and Rio Grande Community College (since Oct 2019), with 23 years in business and the investment/securities industry; he served in the Ohio House of Representatives (Apr 2012–Sep 2019) and was the 103rd Speaker; previously a financial advisor at RW Baird (formerly Hilliard Lyons) from Oct 2005–Oct 2019 . The Board has determined he meets Nasdaq independence standards as a member of the Nominating & Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ohio House of Representatives | Member; 103rd Speaker | Apr 2012 – Sep 2019 | Legislative leadership; statewide policy experience |
| RW Baird (formerly Hilliard Lyons) | Financial Advisor | Oct 2005 – Oct 2019 | Investment/securities industry experience |
| Gallia County Chamber of Commerce | Past President | Not disclosed | Community leadership |
| Holzer Health System | Former Board Member | Not disclosed | Regional healthcare governance |
| Gallipolis City Schools | Former Board Member | Not disclosed | Local education governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Rio Grande & RGCC | President | Oct 2019 – present | Higher education leadership |
| Gallia County Community Improvement Corporation | Board Member | Since Apr 2021 | Local economic development |
| Community Colleges of Appalachia | Board Member | Since Jun 2022 | Regional education consortium |
| NAIA | Executive Committee Member | Since Jul 2023 | National athletic governance |
| Geiger Brothers, Inc. (private) | Board Member | Since Jul 2024 | Construction/engineering firm board |
Board Governance
- Committee assignments (OVBC Company): Executive; Nominating & Corporate Governance; Investment & Advisory Committee for the ESOP . Bank committees: Executive Committee and Trust Committee .
- Committee chair roles: Not a chair. Executive Committee chaired by Larry E. Miller II; Nominating & Corporate Governance chaired by Brent A. Saunders .
- Independence: Board determined all members of Nominating & Corporate Governance (including Smith) are independent under Nasdaq Listing Rule 5605(a)(2) .
- Attendance: Board held 18 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings during their service period. All incumbent directors and nominees attended the May 15, 2024 annual meeting .
- Lead Independent Director: David W. Thomas (responsibilities include chairing executive sessions and oversight of shareholder communications) .
- 2025 election outcome: Votes for Smith 3,126,460; withheld 257,744; broker non-votes 428,762 at the May 14, 2025 annual meeting .
Fixed Compensation
- OVBC director pay is for service on the Bank board (not the holding company). 2024 schedule: $750/month for non-employee directors; $22,000 annual retainer (pro-rated for partial-year service). Non-employee Bank Executive Committee members each received $40,695 in 2024 (pro-rated), with 28 EC meetings held .
- Director benefits include life insurance with a death benefit tied to annual director fees; directors participate in legacy retirement/deferred fee plans, reflected in “change in pension value” amounts .
| 2024 Director Compensation (OVBC – Bank Board) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $68,304 |
| Change in Pension Value & Nonqualified Deferred Comp Earnings | $6,098 |
| All Other Compensation (life insurance, service awards) | $144 |
| Total | $74,545 |
Performance Compensation
| Component | Details |
|---|---|
| Stock Awards (RSUs/PSUs) | Not disclosed for directors; OVBC director compensation presented as cash and retirement/deferred plan accruals . |
| Option Awards | Not applicable; “The Company has never granted options to purchase its common shares.” |
| Performance Metrics | No director performance metrics tied to pay disclosed (e.g., revenue growth, TSR); director compensation structured as retainers, meeting/committee fees, and retirement/deferred elements . |
| Clawbacks/COC | Not disclosed for directors in the proxy excerpts reviewed. |
Other Directorships & Interlocks
| Category | Company | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Private company | Geiger Brothers, Inc. | Board Member | Since Jul 2024 |
| Nonprofit/education | NAIA | Executive Committee Member | Since Jul 2023 |
| Nonprofit/education | Community Colleges of Appalachia | Board Member | Since Jun 2022 |
| Economic development | Gallia County CIC | Board Member | Since Apr 2021 |
| Higher education | University of Rio Grande & RGCC | President | Since Oct 2019 |
Expertise & Qualifications
- 23 years of business/investment/securities experience; prior financial advisor tenure (RW Baird/Hilliard Lyons) .
- Legislative leadership as 103rd Speaker of the Ohio House; public policy and stakeholder engagement experience .
- Higher education executive experience and regional civic/industry board service .
- Education credentials not disclosed in the proxy excerpts reviewed.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Pledged Shares | Notes |
|---|---|---|---|---|
| K. Ryan Smith | 500 | 0.01% | None disclosed | Beneficial ownership as of Mar 21, 2025; company has never granted stock options . |
- Section 16 compliance: Company reports officers/directors filed timely for 2024; no delinquent filings disclosed .
Insider Trades
| Period Checked | Result | Notes |
|---|---|---|
| Jan 1, 2023 – Nov 20, 2025 | No Form 4 transactions found for “K. Ryan Smith” | Source: insider-trades skill query (Form 4 database). |
Governance Assessment
- Independence and committee service: Confirmed independent under Nasdaq and active on Nominating & Corporate Governance; also serves on Executive and ESOP Investment Committees, signaling engagement in board processes .
- Attendance and engagement: Met the ≥75% attendance threshold; full director participation at the 2024 annual meeting, supporting diligence and shareholder-facing engagement .
- Ownership alignment: Holds 500 shares (0.01%); alignment is modest in absolute terms given no equity grant program for directors and no options program at OVBC, which is common among smaller community banks but limits stock-based incentive alignment .
- Shareholder support: Strong re-election support in 2025 (3.13M votes for vs. 0.26M withheld), suggesting investor confidence in board composition, including Smith .
- Conflicts/related-party: No related-party transactions disclosed involving Smith in reviewed materials; no pledging disclosed for Smith; note that another director (Saunders) received $23,000 legal retainer fees, highlighting board oversight of related-party sensitivity broadly .
- Compensation structure: Cash-heavy (monthly fees, annual retainer, Executive Committee fees) with retirement/deferred accruals; absence of equity/option awards reduces market-based alignment but is consistent with the bank’s disclosed compensation framework for directors .
RED FLAGS to monitor: low personal share ownership relative to peers (500 shares) ; absence of equity-based pay may dampen stock-linked incentives . No attendance or Section 16 issues noted .