Kimberly A. Canady

About Kimberly A. Canady

Independent director of Ohio Valley Banc Corp. (OVBC); age 66; director of the Bank and the Company since February 2017. Attorney admitted in North Carolina (since 1984) and Ohio (since 1986); BS Chemistry from Vanderbilt (1981) and JD from Wake Forest (1984). Operates and oversees agricultural businesses—trustee and owner of Canady Farms, LLC (since 2013) and owner/co-manager of Coffey Farms, LLC (since 2019)—bringing legal and rural risk expertise to the board .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors except Messrs. Miller and Wiseman are independent under Nasdaq Rule 5605; Canady is independent .
• Committee assignments: Audit; Board Enterprise Risk; Investment & Advisory Committee for the Profit Sharing Retirement Plan; Asset Quality Oversight .
• Attendance: Board met 18 times in 2024; each incumbent director attended ≥75% of board and committee meetings during their service; all directors attended the May 15, 2024 annual meeting. Independent directors meet in executive session as appropriate .
• Lead Independent Director: David W. Thomas (since 2010) presides over independent sessions and is ex officio on all standing committees .

Fixed Compensation

Context on director pay structure:

• Non-employee directors are paid by the Bank: $750/month and $22,000 annual retainer in 2024; Executive Committee members of the Bank received $40,695 (Canady is not on that Committee) .

Performance Compensation

OVBC does not disclose any performance-based equity or option compensation for directors; the Company states it has no equity-based compensation plans other than the ESOP (employee plan) and has “never granted options” . For context on performance alignment at the Company level (executive bonus program), the Compensation Committee uses financial and risk metrics:

Clawback and hedging policies:

• Clawback: Board policy to recover erroneously awarded incentive compensation over a three-year review period (executive officers) .
• Insider trading/hedging: Prohibits margin purchases, short sales, and buying/selling puts/calls; certain hedging transactions require pre-approval .

Other Directorships & Interlocks

Related-party context (board-level):

• Legal fees: Director Brent A. Saunders received $23,000 retainer for legal services in 2024; Board approved and maintained independence determination .
• Promissory notes: Company issued notes in private placements to Director Brent R. Eastman and his brother; and to Lead Independent Director David W. Thomas and his father; terms disclosed; Audit Committee ratified .

Expertise & Qualifications

• Legal: JD (Wake Forest), admitted in NC and OH; former associate at Womble Carlyle; clerkship experience .
• Technical: BS Chemistry; lab technician experience .
• Industry/risk: Operates large-scale farm entities; practical exposure to rural operational risks, relevant to OVBC’s rural banking footprint .
• Audit committee financial experts: Board designated Barnitz and Thomas; Canady is an Audit Committee member but not designated as “financial expert” .

Equity Ownership

Ownership guidelines:

• Directors whose tenure begins after September 21, 2021 must reach 2,500 shares within five years; Company withholds 50% of director fees to facilitate purchases for affected directors. Canady joined the board in 2017, so she is not subject to this policy .

Hedging/pledging:

• Policy restricts margin, short sales, puts/calls; requires pre-approval for certain hedges . No pledge disclosure for Canady’s holdings; some other parties (e.g., Mr. Bell and Mr. Saunders) report pledged shares; not applicable to Canady’s footnote .

Insider Trades

Governance Assessment

• Independence and committee workload: Canady is independent and serves on core risk and audit committees—Audit and Board Enterprise Risk—consistent with governance best practice for independent directors overseeing controls and risk .
• Attendance and engagement: Meets ≥75% attendance threshold and attended annual meeting; independent director executive sessions occur as needed; engagement appears adequate .
• Compensation mix: For 2024, cash fees were $31,000 versus $19,054 in director retirement accruals; retirement plan accruals represent ~38% of total compensation, which can signal entrenchment risk if benefits incentivize tenure over performance (Company notes Director Retirement Plan purpose is succession/retirement planning) .
• Ownership alignment: Very low direct ownership (269 shares, 0.01%); not subject to the 2,500-share guideline due to tenure start date, but the low stake reduces “skin in the game” optics versus guideline levels .
• Conflicts and related-party exposure: No related-party transactions disclosed for Canady. Broader board-level related-party items (legal fees to Saunders; notes to Eastman and Thomas) were reviewed and ratified, with independence preserved under Nasdaq rules; these do not implicate Canady directly .
• Shareholder feedback: Say-on-pay passed at 79% in May 2024—supportive but not overwhelming—providing context on compensation governance sentiment .

Red flags:

• Low personal share ownership for Canady (0.01%) relative to director guideline level, though she is not subject due to 2017 tenure start .
• Presence of director retirement plan accruals as a sizable portion of director compensation, which can weaken pay-for-performance linkage for board members .
• Board-level related-party transactions (legal fees, private notes) increase perceived conflict risk, albeit disclosed, approved, and deemed compliant with independence rules .

Shareholder-friendly signals:

• Robust committee coverage (Audit and Enterprise Risk) for independent oversight .
• Clawback policy for executive incentive compensation and explicit trading/hedging restrictions .
• Regular lead independent director role and executive sessions .