Larry E. Miller II
About Larry E. Miller II
Larry E. Miller II, age 60, is President and Chief Executive Officer of Ohio Valley Banc Corp. (OVBC) since May 2022, having served as President and COO (2019–2022) and, previously, COO and Secretary (2015–2019); he’s been employed by the Bank since 1986 and has served as a Company and Bank director since May 2019 . He is Chairman of OVBC’s Executive Committee and a member of the Management Enterprise Risk Committee; at the Bank he is Chairman of the Executive Committee and serves on the Asset Liability Committee and Officers’ Loan Committee . Education: Ohio School of Banking, Graduate School of Banking (University of Wisconsin–Madison), and Bank Leadership Institute . Under his tenure, Company net income was $13,338k (2022), $12,631k (2023), and $10,999k (2024); the proxy’s “value of fixed $100 investment” shows TSR of $117.92 (2022), $85.78/109.12 (2023, reported differences across filings), and $93.54 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| OVBC (Holding Company) | President & CEO | May 2022–present | Led enterprise risk-managed growth; bonus goals tied to net income, efficiency, asset quality, average loans . |
| OVBC (Holding Company) | President & COO | May 2019–May 2022 | Oversaw operations and succession with Chairman/CEO transition plan . |
| OVBC (Holding Company) | COO & Secretary | May 2015–May 2019 | Streamlined corporate administration and risk oversight . |
| Ohio Valley Bank (Bank) | Executive Vice President (multiple roles) | Dec 1999–Dec 2015; EVP–Operations Dec 2014–May 2015 | Long-tenured operating leadership; deep loan/ALCO committee engagement . |
| OVBC Subsidiary (Loan Central) | Director; Chairman (historical) | Director since Apr 2000; Chairman May 2012–May 2022 | Consumer finance governance; chair tenure aligned with broader retail credit strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Gallia County Community Improvement Corporation | Board Member | Ongoing | Local economic development insight, community-first mission alignment . |
| Ohio Bankers League Bank Services Board | Member | Ongoing | Industry services benchmarking and best practices . |
| Society of Bank Executives | Charter Member | Ongoing | Peer networking; leadership development . |
Fixed Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | 338,201 | 361,603 | 389,903 |
| Director Fees (included in compensation) | 21,200 | 21,200 | 26,200 |
| All Other Compensation (benefits, retirement contributions, life insurance income, Christmas gift) | 33,269 | 35,480 | 36,888 |
| Total Compensation | 622,602 | 653,164 | 679,448 |
Notes:
- Director fees are paid for service on the Bank’s Board; in 2023 directors who are Bank employees received $350/month plus a retainer ($17,000 in 2023; $22,000 in 2024) .
- “All Other” includes ESOP contributions and reallocated forfeitures, Profit Sharing/401(k) contributions, executive life insurance income, and a Christmas gift equal to two weeks’ base salary; specific disclosed items for Miller include ESOP contributions ($12,678 in 2022; $13,632 in 2023; $14,171 in 2024) and Christmas gift ($12,690 in 2022; $13,166 in 2023; $13,684 in 2024) .
Performance Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual Bonus ($) | 96,280 | 93,873 | 89,179 |
| Corporate Performance Metrics (basis for bonus) | Net income, efficiency ratio, asset quality | Net income, average loans, efficiency ratio, asset quality | Net income, average loans, efficiency ratio, asset quality |
| Weighting | Not disclosed | Not disclosed | Not disclosed |
| Target vs Actual | Committee sets ambitious but achievable targets; payout discretionary based on performance vs goals | Same, discretionary | Same, discretionary |
| Vesting | Cash, immediate (no equity programs) | Cash, immediate | Cash, immediate |
Committee Practices and Clawback:
- Compensation Committee uses Payfactors benchmarking and evaluates NEO performance vs goals; conducts executive sessions and retains advisors as needed .
- Clawback policy provides for recovery of erroneously awarded incentive compensation over a three-year review period .
Equity Ownership & Alignment
| Ownership Detail | As of Mar 24, 2023 | As of Mar 22, 2024 | As of Mar 21, 2025 |
|---|---|---|---|
| Total Beneficial Shares | 16,583 | 17,165 | 17,750 |
| % of Shares Outstanding | 0.35% (4,776,520 SO) | 0.36% (4,793,674 SO) | 0.38% (4,711,001 SO) |
| Direct/Jointly Held | 3,765 | 3,767 | 3,831 |
| ESOP Allocated | 12,817 | 13,397 | 13,916 |
| Options Outstanding | None; Company has never granted options | None; Company has never granted options | None; Company has never granted options |
| Shares Pledged | No pledging disclosed for Miller (pledging noted for other holders; none in Miller footnote) |
Policies impacting alignment and trading:
- Insider Trading Policy: quarterly trading blackouts and preclearance for directors/officers; prohibits margin purchases, short sales, and buying/selling puts/calls; certain hedging allowed with pre-approval by President or Secretary .
- Director Stock Ownership & Retention Policy (applies to directors whose tenure begins after Sep 21, 2021): minimum 2,500 shares within 5 years; Company withholds 50% of director fees to purchase shares to assist compliance . Miller’s director tenure began in May 2019; nevertheless, his holdings exceed 2,500 shares .
Employment Terms
| Program | Key Terms | Specific Amounts |
|---|---|---|
| Supplemental Executive Retirement Agreement (SERP) | Annual benefit payable monthly for 20 years upon separation on/after age 65 for reasons other than cause; if separation post-age 60 or ≥20 years of service but pre-65, disability, or involuntary termination (other than cause/death), benefit equals Company’s accrued liability paid monthly over 20 years; death pre-separation pays designated beneficiary annual payments for 20 years . | Normal retirement annual benefit: $170,468 for Miller . Early retirement if retired during period: $84,220 (2022) , $96,100 (2023) , $110,090 (2024) . |
| Director Retirement Plan | At age 70, monthly benefit equals 50% of prior three years’ average fees; payable for 240 months; death during service pays 60 months at age-70 equivalent; Miller participates as a director . | If retired at 12/31: $883/month for 240 months (2022) ; $883/month (2023) ; $953/month (2024) . |
| Executive Deferred Compensation Plan | Voluntary deferrals up to $50,000/year (2024); distributions at age 65 plus interest at designated rate capped at Moody’s 20-year AA or 120% long-term AFR; rates: 4.12% (2022), 5.38% (2023), 4.99% (2024) . | Interest crediting rates as disclosed . |
| Executive Life Insurance | Company-owned policies; beneficiary receives lesser of 2x highest total annual compensation or face amount; Company agrees to offer policy buyout option to executive if selling/surrendering . | Benefit at year-end: $887,422 (2022) ; $944,954 (2023) ; $968,066 (2024) . |
| Employment/Severance Agreements | No separate employment, severance, or change-in-control agreements for executive officers . | N/A |
Board Governance
- Board Service: Director of the Bank and Company since May 2019; standing Board committees include Audit, Compensation and Management Succession, Executive, Nominating & Corporate Governance, and Board Enterprise Risk .
- Roles: Miller chairs the Executive Committee and is not considered independent under Nasdaq rules (alongside Chairman Thomas E. Wiseman); Lead Independent Director (David W. Thomas) presides over executive sessions and is ex officio to all committees, mitigating dual-role independence concerns .
- Attendance: Each incumbent director attended at least 75% of Board and committee meetings in 2023 and 2024; independent directors meet in executive session as appropriate .
- Director Compensation: In 2023, employee directors received $350/month plus a $17,000 annual retainer; in 2024, $350/month plus a $22,000 annual retainer; Executive Committee of the Bank met 31 times (2023) and 28 times (2024) .
Director Compensation (Cash)
| Year | Monthly Fee (Employee-Director) | Annual Retainer | Executive Committee Member Fee (non-employee directors) |
|---|---|---|---|
| 2023 | $350/month | $17,000 | $40,695 (Bank Executive Committee; pro-rated) |
| 2024 | $350/month | $22,000 | $40,695 (Bank Executive Committee; pro-rated) |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($000s) | 11,732 | 13,338 | 12,631 | 10,999 |
| Value of Fixed $100 Investment (TSR) | $127.21 | $117.92 | $109.12 (2024 proxy); $85.78 (2025 proxy) | $93.54 |
Say-on-Pay & Shareholder Feedback:
- 2022 say-on-pay approval exceeded 84% .
- 2023 approval was over 80% .
- 2024 approval was 79% (used in setting 2025 compensation approach) .
Compensation Structure Analysis
- Mix: Compensation is primarily cash salary and discretionary annual bonus; OVBC has no equity compensation plans other than ESOP and has never granted stock options, lowering equity-linked volatility but limiting direct TSR alignment .
- Incentive Metrics: Focus remains on earnings quality and risk—net income, efficiency ratio, average loans, asset quality, and capital/leverage measures—consistent with a community bank’s prudent growth profile .
- Retirement Value Accrual: Material non-cash compensation comes via SERP and director retirement plans; Miller’s SERP normal retirement benefit is $170,468/year for 20 years, with early retirement values increasing (e.g., $110,090 if retired during 2024) .
- Clawback & Hedging Controls: A three-year clawback policy and hedging restrictions (with pre-approval) mitigate excess-risk concerns, supporting governance credibility .
Related Party Transactions and Red Flags
- OVBC discloses ordinary-course banking relationships and promissory notes with certain directors (e.g., Eastman, Thomas), all ratified by the Audit Committee; no adverse features were disclosed; no related party transactions are attributed to Miller .
- Pledging: Pledged shares were disclosed for other holders; none disclosed for Miller .
- Options Repricing: Not applicable—no options program .
- Insider Reporting: Section 16 filings for 2024 were timely per company review .
Compensation Peer Group and Benchmarking
- OVBC does not disclose a named peer group; it benchmarks compensation through Payfactors across regional and national bank roles, salary grade midpoints, performance data, and cost-of-living analyses .
Equity Ownership & Director Guidelines
- Director Stock Ownership & Retention Policy (post-9/21/2021 directors): minimum 2,500 shares within five years, with fee withholding to facilitate purchases; Miller’s tenure predates this and his holdings exceed the minimum .
Investment Implications
- Alignment: Miller’s increasing beneficial ownership (16,583 → 17,165 → 17,750 shares from 2023–2025) and absence of pledging support alignment; however, lack of equity awards and options means pay is not explicitly tied to TSR, relying instead on banking operating metrics .
- Incentive Quality: Bonus metrics emphasize sustainable profitability and asset quality; clawback and hedging policies reduce governance risk; no severance/change-in-control agreements limit shareholder-unfriendly payouts .
- Retirement Value: The SERP is substantial ($170,468/year for 20 years at normal retirement), with early retirement values rising; investors should assess retention incentives vs. potential retirement timing (execution risk if early retirement occurs) .
- Governance: CEO serves on the Board but is not Chairman; the presence of a Lead Independent Director and independent committee structures mitigates independence concerns; Board attendance and committee activity are robust .
- Performance Trend: Net income declined in 2024 with mixed TSR readings across filings; discretionary bonuses trended slightly down alongside earnings; watch for changes in bonus calibrations if net income pressures persist .