Thomas E. Wiseman
About Thomas E. Wiseman
Thomas E. Wiseman, age 66, is Chairman of the Board of Ohio Valley Banc Corp. and The Ohio Valley Bank Company, serving on the board since 1992 and holding senior executive roles at OVBC since 2010, including prior CEO and President positions. He has extensive risk management and financial statement analysis experience from running The Wiseman Agency (1980–2010), and continues to serve on several bank and company committees; the Board has determined he is not independent under Nasdaq rules (only Messrs. Miller and Wiseman are non-independent) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ohio Valley Banc Corp. | Chairman of the Board | May 2022–present | Executive Committee; Management Enterprise Risk Committee |
| Ohio Valley Banc Corp. | Chairman & CEO | May 2020–May 2022 | Leadership succession noted in proxy |
| Ohio Valley Banc Corp. | CEO | May 2019–May 2020 | |
| Ohio Valley Banc Corp. | President & CEO | May 2012–May 2019 | |
| Ohio Valley Banc Corp. | President & COO | Jan 2010–May 2012 | Chairman of Executive Committee (Jan 2010–May 2022) |
| The Wiseman Agency, Inc. | President | 1980–2010 | Risk management across diverse businesses |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Holzer Health System | Board Member | Present | Significant regional healthcare employer in OVBC’s market |
| Buckeye Hills Career Center | Advisory Board | Present | Community workforce role |
| Independent Insurance Agents of Ohio | Past President | Historical | Industry leadership |
| University of Rio Grande (Emerson E. Evans School of Business) | Past Director | Historical | Education governance |
| Century Surety Insurance Company | Past Director | Historical | Insurance sector experience |
Board Governance
- Independence: Board determined all directors except Messrs. Miller and Wiseman are independent under Nasdaq rules; Wiseman is non-independent given current and prior executive roles .
- Committees: Company Executive Committee; Management Enterprise Risk Committee; Bank Executive Committee, Asset Liability Committee, and Officers’ Loan Committee .
- Attendance: Board met 18 times in 2024; each incumbent director attended at least 75% of the aggregate Board and applicable committee meetings; all directors attended the May 15, 2024 annual meeting .
- Lead Independent Director: David W. Thomas, appointed 2010, presides over independent sessions and is ex officio on all standing committees .
- Executive Committee Activity: Company Executive Committee held 4 meetings in 2024; Bank Executive Committee held 28 .
Fixed Compensation
| Component | 2024 Amount | Detail |
|---|---|---|
| Annual salary (as executive officer) | $286,147 | Base salary component |
| Director fees (cash) | $26,200 | Monthly $350 for employee-directors + $22,000 annual retainer |
| SERP annual retirement benefit | $245,900 (lifetime, commenced at 65) | Paid monthly for life; beneficiary receives GAAP-accrued amount over 120 months upon death |
| Director Retirement Plan — monthly benefit if retired at 12/31/2024 | $953 for 240 months | Death benefit $953 for 60 months |
| Executive life insurance — death benefit | $957,487 | Company-owned policy; beneficiary receives lesser of 2x highest total annual comp or face |
| Deferred Director Fee Plan | Participant with balances earning interest; not currently deferring | 2024 crediting rate 4.99% |
Performance Compensation
| Item | 2024 Value | Performance Metrics |
|---|---|---|
| Annual bonus (as executive officer) | $50,769 | Net income, average loans, efficiency ratio, asset quality; targets established by Compensation Committee; bonuses approved by Board |
| Pay vs performance context | PEO and NEO bonuses tied to metrics above; Company net income $10,999k; TSR index value $93.54 | Bonuses correlated directionally to net income trends |
Other Directorships & Interlocks
- Public company boards: None disclosed; external board roles primarily regional healthcare and education organizations .
- Interlocks/related-party exposure: No Wiseman-specific related-party transactions disclosed; Board reviewed director financial relationships and still deemed all but Messrs. Miller and Wiseman independent .
Expertise & Qualifications
- Over three decades in risk management and financial statement analysis from insurance and financial services leadership; broad community and governance experience, including past presidency of industry associations; deep familiarity with OVBC’s market .
Equity Ownership
| Ownership Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 31,451 shares; 0.67% of class | Based on 4,711,001 shares outstanding |
| Direct/joint ownership | 21,978 shares jointly with spouse | Shared voting/investment power |
| ESOP holdings | 8,815 shares in ESOP | ESOP shares have voting/shared investment power |
| Options/exercisable-unexercisable | None; Company has never granted options | |
| Shares pledged as collateral | None disclosed for Wiseman | |
| Ownership guidelines | Directors whose tenure begins after Sept 21, 2021 must hold ≥2,500 shares within 5 years; Company withholds 50% of fees to help meet target | Policy applies to post-2021 directors; Wiseman’s tenure began in 1992 |
Governance Assessment
- Strengths: Deep institutional knowledge; consistent committee engagement across risk and executive functions; strong attendance; structured succession with Lead Independent Director oversight .
- Concerns/RED FLAGS:
- Non-independence: Current Chairman and prior CEO; Board explicitly deems him non-independent, which may limit Board counterbalance on management .
- Hedging policy: Company generally permits hedging transactions with pre-approval; while margin/short/puts/calls are prohibited, allowance of hedging is less shareholder-aligned than outright bans common among peers .
- Retirement/benefit load: Lifetime SERP of $245,900/year commencing at 65 and director retirement plan benefits add fixed obligations; though funded via annuities/life insurance, these can signal elevated guaranteed pay versus at-risk equity .
- Compensation alignment: No equity-based compensation plans other than ESOP; director fees are modest and standardized; executive bonus metrics include profitability, growth, efficiency, and asset quality, supporting risk-aware pay philosophy .
Say-on-pay: 79% approval in May 2024, indicating investor support but below typical high-80s/90s for banks; monitor trend and any shifts in bonus metrics or guarantee levels .
Related-party transactions: None tied to Wiseman disclosed; Board/Audit Committee oversight in place; other director-related notes and legal fee arrangements reviewed without independence disqualification under Nasdaq rules .
Attendance and engagement: Board met 18 times; each director met ≥75% meeting participation; annual meeting attendance confirmed, supporting engagement .