Scott W. Shockey
About Scott W. Shockey
Senior Vice President and Chief Financial Officer of Ohio Valley Banc Corp. and Executive Vice President/Chief Financial Officer of The Ohio Valley Bank Company; age 55 in 2025, serving as Company CFO since May 2014 and in senior finance roles since 2001 . Compensation for OVBC’s NEOs is primarily salary and cash bonus tied to financial and asset-quality metrics; 2024 net income declined 12.9% YoY to $10.999M while TSR improved to 93.54 vs. 85.78 in 2023 . OVBC has no equity compensation plans beyond the ESOP, and the company has never granted stock options, shaping Shockey’s pay-for-performance profile toward cash and retirement benefits rather than equity .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ohio Valley Banc Corp. | SVP & CFO | May 2014–present | Oversees public holding company financials, capital, reporting |
| The Ohio Valley Bank Company | EVP & CFO | May 2014–present | Bank-level finance leadership, asset-liability management |
| Ohio Valley Banc Corp. | VP & CFO | Dec 2004–May 2014 | Corporate finance and reporting during growth cycles |
| The Ohio Valley Bank Company | SVP & CFO | Dec 2004–May 2014 | Senior finance role, risk and efficiency focus |
| Ohio Valley Banc Corp. | Assistant Treasurer | Apr 2001–Dec 2004 | Treasury operations and liquidity management |
| The Ohio Valley Bank Company | VP & CFO | Apr 2001–Dec 2004 | Bank finance leadership |
| OVBC Captive, Inc. (subsidiary) | Vice President | Jul 2014–Dec 6, 2023 | Insurance/risk program oversight until closure |
| Race Day Mortgage, Inc. (subsidiary) | Director, Secretary & Treasurer | Apr 2021–Dec 31, 2023 | Governance/finance for mortgage subsidiary until closure |
External Roles
No external public company directorships disclosed in OVBC’s proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $219,692 | $234,431 |
| Actual Bonus ($) | $45,028 | $45,028 |
| All Other Compensation ($) | $26,044 | $26,442 |
| ESOP Contributions Included (in All Other) ($) | $11,005 | $11,191 |
| Change in SERP Value ($) | $118,868 | $119,805 |
| Target Bonus % | Not disclosed |
Key design features:
- Executives are paid by subsidiaries; no equity plans beyond the ESOP; no stock options have ever been granted .
- Bonuses are approved annually based on Company performance vs. goals, with formulaic grids for grades ≤12 and percent-of-salary awards for grades ≥13 (NEOs) .
Performance Compensation
| Metric | Weighting | Target | Actual | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Net Income | Not disclosed | Not disclosed | 2024 net income $10.999M (Company) | Cash bonus; percent of base for grades ≥13 | N/A (cash) |
| Average Loans | Not disclosed | Not disclosed | Not disclosed | Included in 2024 bonus goals | N/A (cash) |
| Efficiency Ratio | Not disclosed | Not disclosed | Not disclosed | Included in 2024 bonus goals | N/A (cash) |
| Asset Quality (ACL/tier 1 capital) | Not disclosed | Not disclosed | Not disclosed | Included in 2024 bonus goals | N/A (cash) |
| ROA/ROE, Tier 1 Leverage, EPS | Considered generally | Not disclosed | Not disclosed | Metrics considered when setting annual goals | N/A (cash) |
Design notes:
- The Compensation Committee sets ambitious-but-achievable targets annually; discretion is retained and bonuses may be paid without pre-set targets .
- 2024 bonus goals specifically included net income, average loans, efficiency ratio, asset quality .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/21/2025) | 12,606 shares; 0.27% of outstanding |
| Beneficial Ownership (3/22/2024) | 11,914 shares; 0.25% of outstanding |
| Options (Exercisable/Unexercisable) | None; Company has never granted options |
| RSUs/PSUs | None; no equity plan beyond ESOP |
| ESOP Participation | Receives annual ESOP contributions (e.g., $11,191 in 2024) |
| Shares Pledged | Not indicated for Shockey (pledging noted for other holders, not Shockey) |
| Stock Ownership Guidelines | Applies to directors (2,500 shares minimum over 5 years); executives not covered |
| Hedging/Margin/Derivatives | Hedging generally permitted only with pre-approval; margin purchases, short sales, puts/calls prohibited |
Implication: Alignment is primarily through cash and retirement benefits plus ESOP ownership; no time-based or performance-based equity to create vesting-related sell pressure .
Employment Terms
| Provision | Terms |
|---|---|
| Employment/Severance/CoC Agreements | None executed for executive officers (no severance/CoC contracts) |
| SERP (Supplemental Executive Retirement Agreement) | Effective May 1, 2020; annual benefit at/after age 65: $168,178 paid monthly over 20 years; death benefit same annual amount over 20 years; “cause” definition includes gross negligence, fraud, etc. |
| Early Retirement Illustration | If retired in 2024: $45,160 annual early retirement benefit; if retired in 2023: $35,090 |
| Termination after age 60 or 20 years (pre-65) | Pays the Company’s accrued liability, monthly over 20 years; applies to disability or involuntary termination (other than cause/death) |
| Deferred Compensation | Executives may defer up to $50,000 annually; 2024 crediting rate 4.99% |
| Executive Life Insurance | Beneficiary receives up to the lesser of 2× highest annual total compensation or policy face amount; Shockey’s benefit at 12/31/2024: $553,776 |
| Clawback Policy | 3-year review; Company can recover erroneously awarded incentive compensation |
Company Performance Linkage
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $10,162,000 * | $12,629,000* | $13,171,000* |
| Net Income ($) | $13,338,000 | $12,631,000 | $10,999,000 |
| Return on Assets (%) | 1.0841* | 0.9856 | 0.7703 |
Values retrieved from S&P Global. Asterisks denote S&P Global values.
Additional pay vs performance context:
- 2024: Compensation actually paid to PEO + Non-PEO NEOs tracked lower alongside net income decline; TSR rose to 93.54 .
- 2023: Net income $12.631M; TSR 85.78 .
- 2022: Net income $13.338M; TSR 92.70 .
Compensation Committee & Say‑on‑Pay
- Compensation Committee: Independent directors; uses Payfactors benchmarking; charter revised March 19, 2024 .
- Say‑on‑Pay: 79% approval in May 2024, indicating shareholder support for pay practices; over 80% approval in May 2023 .
- No executive equity awards or option grants in program design .
Risk Indicators & Red Flags
- Hedging/margin/derivatives restricted; pre-approval required for permitted hedges; margin, short sales, and options prohibited—reduces misalignment risk .
- No option repricing risk (no options issued) .
- Clawback policy in place—mitigates restatement risk .
- No separate severance/change-of-control agreement—limited “golden parachute” exposure .
- Pledging: None indicated for Shockey (pledging appears for other holders) .
Investment Implications
- Pay-for-performance alignment relies on cash bonus metrics (net income, efficiency, asset quality) and retirement accruals; absence of RSUs/PSUs reduces equity sell pressure and lowers dilution risk for shareholders .
- Ownership is modest (0.27%); ESOP contributions build incremental alignment, but lack of executive equity grants means fewer market-based retention hooks—retention relies on SERP and career tenure .
- With no severance or CoC agreements and a live clawback policy, governance favors shareholder protections; bonus metrics focused on credit quality and efficiency suit a community bank risk profile .
- Headline trading signals: No scheduled equity vesting, no options, and hedging limits suggest minimal forced insider selling; monitor any Form 4 filings for discretionary sales, though none are indicated in proxy disclosures .