Seth I. Michael
About Seth I. Michael
Age 42; independent director of Ohio Valley Banc Corp. and The Ohio Valley Bank Company since April 1, 2024. Background: Jackson County Clerk of Court of Common Pleas since August 2007; Ohio-licensed Auctioneer and Real Estate Sales Agent; currently serves on Jackson County Community Foundation (via Foundation for Appalachian Ohio), Oak Hill Village Council, and Oak Hill Board of Public Affairs. Committee: member, Bank Trust Committee. The Board has determined all directors except the Chair and CEO are independent under Nasdaq rules, which includes Mr. Michael.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jackson County, OH | Clerk of Court of Common Pleas | Aug 2007–present | Record Keeper for Common Pleas Court; Director of County Auto Title Office; Local Deputy Registrar, Ohio BMV |
| State of Ohio | Licensed Auctioneer | Not disclosed | Licensure noted; no additional details disclosed |
| State of Ohio | Licensed Real Estate Sales Agent | Not disclosed | Licensure noted; no additional details disclosed |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jackson County Community Foundation (via Foundation for Appalachian Ohio) | Board/Committee service | Current | Community stewardship role |
| Oak Hill Village Council | Council Member | Current | Local government leadership |
| Oak Hill Board of Public Affairs | Board Member | Current | Public services oversight |
Board Governance
- Independence: Independent under Nasdaq Rule 5605(a)(2) (all directors except Messrs. Miller and Wiseman).
- Committee assignments (Company): None disclosed. Committee assignment (Bank): Trust Committee member.
- Attendance: The Board met 18 times in 2024; each incumbent director attended ≥75% of Board and committee meetings during their period of service in 2024. All incumbent directors and nominees attended the May 15, 2024 annual meeting.
- Years of service: Director since April 1, 2024.
Fixed Compensation
- Director fee structure (2024): Non-employee directors received $750 per month plus a $22,000 annual retainer; Executive Committee members (Bank) received $40,695 (pro-rated), which Mr. Michael did not receive. Lead Independent Director receives an additional $18,000 (2025).
- Director life insurance: Death benefit equals two times annual director fees at time of death (reduced after ages 65 and 70; terminates upon retirement).
- Director Retirement Plan: Generally 50% of three-year average director fees payable for 240 months at retirement age 70; Mr. Michael’s benefit term is generally 120 months (exception to standard).
- Director Deferred Fee Plan: Directors may defer up to $22,000/year; in 2024 the credited rate was 4.99%; Mr. Michael’s agreement provides for a death benefit equal to his accrued balance if he dies prior to the annual meeting following age 70.
Director compensation actually paid (FY2024):
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $23,250 |
| Change in Pension Value/Nonqualified Deferred Comp ($) | $11,693 (Director Retirement Plan accrual) |
| All Other Compensation ($) | $334 (group term life/awards) |
| Total ($) | $35,277 |
Performance Compensation
- Equity awards: None; OVBC has no equity-based compensation plans other than the ESOP for employees (not applicable to directors).
- Options/PSUs/RSUs: None disclosed for directors.
- Performance metrics tied to director pay: None disclosed; director compensation is cash-based with retirement/deferred fee plans.
| Performance Metric | 2024 Target/Result | Impact on Director Pay |
|---|---|---|
| Not applicable (no director performance-linked pay disclosed) | — | — |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed. |
| Private/non-profit/academic boards | See External Roles (local community/government entities). |
| Interlocks/conflicts | None disclosed for Mr. Michael; related-party transactions disclosed involved other directors (legal fees to Mr. Saunders; promissory notes with Mr. Eastman and Mr. Thomas/family). |
Expertise & Qualifications
- Public sector administration and records management (Clerk of Court).
- Licensing/market familiarity in auctions and real estate (Ohio).
- Community governance experience through village council and public affairs board roles.
- Education: Not disclosed.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (common shares) | 359 shares held jointly with spouse; shared voting/investment power. |
| Ownership as % of shares outstanding | 0.01% (based on 4,711,001 shares outstanding). |
| Pledged/hedged | No pledging disclosed for Mr. Michael; company policy prohibits margin purchases, short sales, and buying/selling puts/calls on OVBC stock. |
| Stock ownership guidelines (directors elected after 9/21/2021) | Minimum 2,500 shares within 5 years of election; once met, must be maintained. Company withholds 50% of director fees to purchase shares until compliant. |
| Compliance status/timeline | Below guideline currently (359 vs. 2,500); five-year window implies compliance due by April 1, 2029. |
Governance Assessment
-
Strengths
- Independent director with community/government domain exposure; adds local market insight to the Board’s community banking mission.
- Attendance and engagement: ≥75% meeting attendance during 2024 period of service; attended 2024 annual meeting.
- No related-party transactions disclosed; Section 16 filings timely for 2024.
- Company policies: director stock ownership guideline with enforced fee-withholding; insider trading policy restricts margin/short/options; clawback policy for executive incentive compensation.
-
Watch items
- Ownership alignment: currently below 2,500-share director guideline; however, automatic 50% fee-withholding to purchase shares supports progress toward compliance over the five-year window.
- Committee influence: only Bank-level Trust Committee membership disclosed; no Company-level committee roles yet (limits near-term governance leverage).
-
RED FLAGS
- None disclosed specific to Mr. Michael (no pledging, no related-party transactions, no attendance concerns reported).
-
Contextual signals
- Director compensation is modest and cash-based; retirement/deferred fee plans are standard for OVBC’s board structure; no equity grants, which reduces dilution but also limits direct performance linkage for directors.
Appendix: Policy Highlights Relevant to Investor Confidence
- Insider Trading and Hedging Policy: prohibits margin purchases, short sales, and trading in puts/calls; pre-clearance for directors/executives; blackout periods and 10b5-1 plan requirements.
- Stock Ownership and Retention Policy (Directors): 2,500-share minimum within five years; 50% of director fees withheld to buy shares until met.
- Clawback Policy: three-year review and recovery of erroneously awarded incentive compensation for executive officers.