Tom R. Shepherd
About Tom R. Shepherd
Tom R. (Tommy R.) Shepherd, age 59, is Senior Vice President and Secretary of Ohio Valley Banc Corp. and Executive Vice President and Secretary of The Ohio Valley Bank Company, roles he has held since May 2019; previously he served as Vice President of OVBC (Apr 2004–May 2019), SVP Chief Deposit Officer of the Bank (May 2008–May 2019), and SVP Retail Deposit Group (Apr 2004–May 2008) . Company performance relevant to incentive design: TSR on a fixed $100 investment was $92.70 (2022), $85.78 (2023), and $93.54 (2024), while net income was $13,338k (2022), $12,631k (2023), and $10,999k (2024) . Executives are compensated by subsidiaries (not OVBC) under a program emphasizing base pay and annual bonuses tied to profitability, asset quality, efficiency, and capital ratios, with clawbacks and controlled hedging/trading policies .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ohio Valley Banc Corp. | Senior Vice President & Secretary | May 2019–Present | Corporate governance and shareholder communications as Corporate Secretary . |
| The Ohio Valley Bank Company | Executive Vice President & Secretary | May 2019–Present | Bank-level governance/administration as Secretary . |
| The Ohio Valley Bank Company | Senior Vice President, Chief Deposit Officer | May 2008–May 2019 | Led deposit operations and policy execution for retail/commercial deposits . |
| The Ohio Valley Bank Company | Senior Vice President, Retail Deposit Group | Apr 2004–May 2008 | Managed retail deposit products and branches’ deposit initiatives . |
| Ohio Valley Banc Corp. | Vice President | Apr 2004–May 2019 | Holding company officer responsibilities supporting enterprise priorities . |
External Roles
- No external public-company directorships or outside roles are disclosed in the proxy biography for Mr. Shepherd .
Fixed Compensation
| Component | Program Design | Notes |
|---|---|---|
| Base salary | Market-benchmarked via a comprehensive job grading and Payfactors system; “meets expectations” performers targeted near market midpoint . | Executives are paid by subsidiaries, not OVBC . |
| Annual bonus | Based on Company and subsidiary performance (profitability, asset quality, efficiency, capital ratios) plus individual performance; grade 13+ awards typically as % of base; Board approval required . | Targets are “ambitious but achievable”; weights vary across metrics . |
| Equity compensation | No equity plans (no RSUs/PSUs or options); ESOP is the only equity-related program . | “The Company has never granted options to purchase its common shares” . |
| Retirement and benefits | Participation in Profit Sharing Retirement Plan, 401(k) match, ESOP; standard employee benefits (life, health, disability, cafeteria plan) . | 2024 Profit Sharing contribution was 1.60% of total payroll; 401(k) match up to 25% on 6% deferral (≤1.50% of compensation) . |
Performance Compensation
| Metric | Definition | 2024 Inclusion | Payout Mechanics |
|---|---|---|---|
| Net income | Consolidated profitability | Included in 2024 bonus goals . | Bonus pool sized on performance vs targets; individual awards approved by Board . |
| Average loans | Average loan balances | Included in 2024 bonus goals . | Grade 13+ typically paid as % of base; weights vary; discretion allowed . |
| Efficiency ratio | Expense efficiency vs revenue | Included in 2024 bonus goals . | Targets set annually; payouts based on aggregate and individual performance . |
| Asset quality | Adversely classified assets / (Tier 1 capital + ACL) | Included in 2024 bonus goals . | Designed not to incent excessive risk-taking . |
| ROA, ROE, Tier 1 leverage | Profitability and capital measures | Used in target-setting framework . | Committee ascribes different weights; ambitious but achievable . |
Company Performance (context for incentive metrics)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Value of fixed $100 investment based on TSR ($) | $92.70 | $85.78 | $93.54 |
| Net Income ($USD Thousands) | $13,338 | $12,631 | $10,999 |
Equity Ownership & Alignment
- OVBC has never granted stock options; there are no RSU/PSU programs—alignment is via cash incentives and the ESOP .
- Insider Trading Policy: quarterly blackout windows, pre-clearance for directors/executive officers, allowance for properly pre-approved Rule 10b5‑1 plans; prohibits margin purchases, short sales, and buying/selling puts or calls .
- Director Stock Ownership & Retention Policy (for directors elected after Sep 21, 2021): minimum 2,500 shares within five years; 50% of director fees withheld to purchase shares; this policy applies to directors, not disclosed for executives .
- Pledging: the proxy highlights pledged shares for certain holders (e.g., Edward A. Bell 301,233 shares; Brent A. Saunders 8,250 shares) but does not provide an individual ownership or pledging disclosure for Mr. Shepherd (he is not a named executive officer in the ownership table) .
Employment Terms
- No separate employment, severance, or change‑in‑control agreements for any executive officer (single/double trigger severance not applicable) .
- Clawback Policy: company may recover erroneously awarded incentive compensation for executive officers under a three‑year review period .
- Executive Deferred Compensation Plan: available to all executive officers; voluntary deferrals up to $50,000 per year; 2024 crediting rate 4.99%; rate capped at ≤ Moody’s 20‑year AA corporate bond rate and ≤ 120% of long‑term AFR; distributions at age 65 with specified death benefits .
- Retirement programs: Profit Sharing Retirement Plan (2024 contribution 1.60% of total payroll; pro‑rata allocations); 401(k) match of 25% on deferrals up to 6% (≤1.50% of compensation); ESOP (Board voted to contribute 3.75% of total payroll in Jan 2025; pro‑rata allocations) .
- Administrative role: as Corporate Secretary, Mr. Shepherd is the designated contact for shareholder requests for the Annual Report/10‑K and proxy materials .
Insider Transactions, Vesting, and Selling Pressure
- Section 16(a) filings were timely for officers/directors in 2024 per the company’s disclosure .
- Mr. Shepherd’s historical Section 16 filings include: Form 3 (Apr 21, 2004) , Form 4 (Dec 27, 2023) , and a Form 4 noted by third‑party aggregators on Dec 31, 2024 . No option awards, RSUs, or vesting schedules exist at OVBC, so typical insider selling pressure from equity vesting does not apply .
Say‑on‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval was 79%, which the Compensation Committee interpreted as support for current philosophy and practices .
Compensation Committee & Benchmarking
- Compensation & Management Succession Committee is independent, operates under a charter (last revised Mar 19, 2024), and uses Payfactors for market benchmarking; jobs are benchmarked every other year; compensation decisions balance earnings growth and asset quality to avoid excessive risk‑taking .
Investment Implications
- Alignment: Absence of equity awards (no options/RSUs) means alignment is primarily via cash bonuses and ESOP participation; bonus metrics emphasize profitability, asset quality, efficiency, and capital strength—constructive for disciplined bank operations .
- Retention and change‑of‑control: No severance or CoC agreements reduce guaranteed protections; long tenure and role centrality (Corporate Secretary) suggest institutional continuity, but fewer contractual protections can modestly elevate retention risk in upheaval scenarios .
- Trading signals: With no equity vesting programs and timely Section 16 compliance, insider selling pressure linked to vesting is structurally low; recent filings exist but there is no evidence of large discretionary sales disclosed in company materials .
- Governance controls: Pre‑clearance, blackout windows, and clawbacks mitigate misconduct risk; director ownership requirements enhance board alignment though not applied to executives; related‑party transactions are ordinary‑course and monitored by the Audit Committee .