Ryan J. Jones
About Ryan J. Jones
Ryan J. Jones, age 47, is Chief Operating and Risk Officer of Ohio Valley Banc Corp. and The Ohio Valley Bank Company, serving in this role since May 2022 following prior service as the Bank’s Chief Risk Officer and Company Vice President; the proxies reviewed do not disclose his education . OVBC’s compensation program ties incentives to traditional bank performance metrics; for 2024 bonuses, the company used net income, average loans, efficiency ratio, and asset quality, with overall pay design reviewed annually by the Compensation Committee . Company performance during his tenure shows declining net income and volatile TSR in 2022–2024 (table below), which are considered in incentive decisions though TSR is not a compensation metric .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of fixed $100 investment (TSR) ($) | $92.70 | $85.78 | $93.54 |
| Net Income ($USD Thousands) | $13,338 | $12,631 | $10,999 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Ohio Valley Banc Corp. | Vice President | Aug 2016–May 2022 | Executive leadership role at holding company; eligible for incentive program overseen by Compensation Committee |
| The Ohio Valley Bank Company | Senior Vice President, Chief Risk Officer | Jun 2017–May 2022 | Led risk management; CRO reports feed Board Enterprise Risk oversight under the Enterprise Risk Management Policy |
| Milton Banking Division (Bank) | Senior Vice President, Chief Operating Officer | Aug 2016–Jun 2017 | Division operations leadership; within broader risk-managed framework |
| OVBC and OVB | Chief Operating and Risk Officer | May 2022–present | Executive accountability for operations and enterprise risk implementation |
| Loan Central, Inc. (subsidiary) | Director (since May 2018); Chairman (since May 2022) | May 2018–present; Chair since May 2022 | Subsidiary board leadership consistent with OVBC’s Community First mission |
External Roles
- No external directorships or outside roles are disclosed for Jones in the 2024–2025 proxy statements reviewed .
Fixed Compensation
- Executives are paid by subsidiaries (not OVBC) under a structured wage and salary plan using Payfactors benchmarking; base salary targets align to market midpoints based on performance ratings .
- Cash bonus eligibility applies to grades 9+ with executives (grades 13+) receiving awards as a percent of base compensation based on company-level performance metrics and individual performance; a bonus can be paid at Board discretion even if targets weren’t established/met .
- Say-on-pay support was 79% in May 2024 and informed 2025 pay decisions .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Net income | Not disclosed | Not disclosed | Company 2024 net income $10,999k | Individual payout not disclosed | Cash bonuses; no equity vesting plans |
| Average loans | Not disclosed | Not disclosed | Not disclosed | Individual payout not disclosed | Cash bonuses; no equity vesting plans |
| Efficiency ratio | Not disclosed | Not disclosed | Not disclosed | Individual payout not disclosed | Cash bonuses; no equity vesting plans |
| Asset quality (adversely classified assets / Tier 1 capital + ACL) | Not disclosed | Not disclosed | Not disclosed | Individual payout not disclosed | Cash bonuses; no equity vesting plans |
- Broader program metrics that may be used include net income per share, ROA, ROE, Tier 1 leverage ratio, and efficiency ratio; weights are set by the Compensation Committee, with controls to avoid excessive risk-taking .
Equity Ownership & Alignment
- OVBC has never granted stock options and has no equity-based compensation plans other than the ESOP; executives may receive ESOP allocations consistent with companywide policy .
- Insider Trading Policy prohibits margin purchases, short sales, and buying/selling puts or calls; additional pre-clearance requirements, quarterly blackout periods, and Rule 10b5-1 plan controls apply to directors and executive officers .
- Clawback policy permits recovery of erroneously awarded incentive compensation for executive officers over a three-year review period .
- Director stock ownership guidelines require 2,500 shares within five years and ongoing retention; these apply to directors, not executives .
- No disclosure identifies Jones’s personal share ownership, pledging, or hedging positions; pledging by other holders appears in beneficial ownership footnotes but none are attributed to Jones .
Employment Terms
- No separate employment, severance, or change-in-control agreements are executed with any executive officers; benefits at termination derive from plan provisions (e.g., deferred comp, SERP where applicable) .
- SERPs are maintained for Wiseman, Miller, and Shockey, but none is disclosed for Jones .
- Executive Deferred Compensation Plan is available to all executive officers on a voluntary basis with an annually set crediting rate tied to market benchmarks .
- Executive life insurance benefits exist for named executive officers; coverage specifics for Jones are not disclosed as he was not a named executive officer in the tables .
Investment Implications
- Alignment: Absence of equity awards (options/RSUs) reduces forced selling/vesting pressure and mitigates misalignment risks common to equity-heavy pay structures; alignment is via cash incentives tied to credit, profitability, and efficiency metrics and ESOP allocations .
- Retention: No separate severance/CIC arrangements and no disclosed SERP for Jones suggest lower guaranteed exit economics versus CEO/CFO peers; retention levers rely on base pay, annual bonus, and voluntary deferred compensation .
- Risk controls: Strong guardrails—clawback, hedging restrictions, blackout/pre-clearance, and enterprise risk oversight—dampen excessive-risk incentives while keeping pay connected to core bank performance .
- Governance signals: 79% say-on-pay support indicates generally acceptable pay design; however, limited disclosure on Jones’s personal equity ownership makes “skin-in-the-game” assessment inconclusive based on publicly available filings .