Brady Burt
PARK NATIONAL CORP /OH/About Brady Burt
Brady T. Burt is Chief Financial Officer, Secretary and Treasurer of Park National Corporation and Park National Bank, serving as CFO since December 2012 after previously serving as Chief Accounting Officer from April 2007 to December 2012; he is 52 years old, holds a B.S. in accounting from Miami University, and has served as a director of the Federal Home Loan Bank of Cincinnati since January 1, 2017 (Audit Committee Chair since January 1, 2021; Risk Committee member) . Park’s FY2024 results under his finance leadership improved meaningfully year over year: net income $151.4M, diluted EPS $9.32, ROAA 1.53%, ROAE 12.65%, and efficiency ratio 61.44%; one‑year TSR was 32.95% (three‑year 38.32%, five‑year 101.89%) versus peer medians, reflecting strong relative performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park National Corporation / Park National Bank | CFO; previously CAO | CFO since Dec 2012; CAO 2007–2012 | Led finance, capital, reporting; governance roles include corporate Secretary/Treasurer |
| Vail Banks, Inc. | Various finance roles, including CFO | 2002–2006 | Prior CFO experience at a regional bank; foundational banking finance expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Home Loan Bank of Cincinnati | Director; Audit Committee Chair; Risk Committee member | Director since Jan 1, 2017; Audit Chair since Jan 1, 2021 | Oversight of audit and risk for a key liquidity provider to banks; enhances risk governance credentials |
Fixed Compensation
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|---|
| Base Salary ($) | 375,000 | 400,000 | 400,000 | — | 425,000 (effective Mar 1, 2025) |
| Annual Incentive Paid ($) | 249,000 | 326,000 | 162,000 | 322,000 | — |
| Target Annual Incentive (% of Salary) | — | 50% | — | — | — |
Notes:
- FY2025 base salary and FY2024 incentive were set by the Compensation Committee on Jan 23, 2025 .
- FY2022 target annual incentive opportunity for Burt was 50% of base salary .
Performance Compensation
Annual Incentive Framework and FY2024 Outcomes
| Component | Weight | Minimum | Target Range | Maximum | FY2024 Actual | Payout Driver |
|---|---|---|---|---|---|---|
| PTPP ROATE | 40% | 13.74% | 17.17% (97.5%–102.5% of plan) | 20.60% | 19.28% | Above target on profitability |
| Diluted EPS | 30% | $6.46 | $8.07 (97.5%–102.5% of plan) | $9.68 | $9.32 | Above target EPS |
| PTPP ROATA | 20% | 1.40% | 1.75% (97.5%–102.5% of plan) | 2.10% | 2.05% | Above target asset profitability |
| Efficiency Ratio | 10% | 77.81% | 64.84% (97.5%–102.5% of plan) | 51.87% | 61.44% | Better than target (lower is better) |
| Calculated Payout vs Target | — | — | — | — | 131.7% of target | From weighted metrics |
| Discretionary Multiplier | — | — | — | — | 1.222× (22.22% increase) | Based on TSR (95th–100th percentile), ROAE/ROAA vs peers, efficiency, growth |
| FY2024 Annual Incentive Paid ($) | — | — | — | — | 322,000 | Committee award |
Historical annual incentive designs followed similar constructs with metrics/weights and discretionary adjustment (illustrative FY2023 core-adjusted table in proxy) ; FY2021 design and payouts by metric are disclosed (EPS 150%, PTPP ROATE 87%, PTPP ROATA 81%, Efficiency 84%) .
Long‑Term Incentives (PBRSUs)
- Structure: 100% of long‑term incentives granted as PBRSUs; earned on 3‑year cumulative ROAA relative to the $5B–$15B Industry Index; annual net income must be ≥110% of cash dividends paid each year in the performance period; payout curve: 50th percentile = target; 80th percentile = 150% of target; no payout below median .
- Vesting/Holding: 50% of earned PBRSUs vest at certification; remaining 50% vest one year later; all settled shares subject to a 5‑year post‑settlement holding requirement (waived on death/disability/retirement/change‑in‑control) .
- Clawback/Forfeiture: Award agreements include forfeiture of PBRSUs and delivered shares upon certain conduct (non‑solicitation, non‑disparagement, confidentiality/cooperation issues, or cause) during employment and for 12 months post‑termination .
| PBRSU Grants | FY 2023 (Target FV $) | FY 2024 (Target/Max $) | FY 2025 (Target/Max $) |
|---|---|---|---|
| Burt PBRSU Award | 200,958 (target) / 301,437 (max) | 250,000 / 375,000 | 250,000 / 375,000 |
Illustrative earned awards: 2020 PBRSUs (performance period 2020–2022) earned at 150% of target; Burt earned 2,700 shares on 1,800 target; 50% vested Mar 31, 2023; 50% vested Mar 31, 2024; 5‑year holding applies .
Equity Ownership & Alignment
| Ownership Detail | Amount / Status |
|---|---|
| Total beneficial ownership | 18,311 shares; <1% of 16,158,982 outstanding |
| KSOP holdings | 8,397 shares |
| Restricted/holding‑restricted shares | 1,635 (not saleable until Mar 27, 2025); 1,111 (until Mar 31, 2026); 1,661 (until Mar 31, 2027); 1,500 (until Mar 31, 2028); 1,525 (until Mar 31, 2029) |
| Shares pledged as collateral | 3,445 shares pledged to a non‑affiliated financial institution (personal line of credit) |
| Stock ownership guidelines | Park has not adopted formal executive stock ownership guidelines; disclosure shows Burt’s holdings equaled 4.9× base salary as of 12/31/2022 vs typical 3× guideline at peers |
| Hedging/derivatives policy | Hedging, short sales, and derivative trading in Park stock are prohibited; hedging exceptions require CEO/CFO approval; options trading prohibited |
Implication: Five‑year post‑settlement holding requirements and staggered release dates temper near‑term selling pressure, while pledged shares introduce incremental alignment risk if margin calls occur .
Employment Terms
- No employment agreements, specific severance or standalone change‑of‑control agreements for NEOs; severance multiples are not provided by Park’s program .
- Change‑of‑control treatment occurs within PBRSU award agreements (defined “Change in Control” under the 2017 Employees LTIP); vesting/settlement subject to plan terms .
- Supplemental benefits: SERP agreements in place; split‑dollar life insurance funds SERP. Burt’s maximum split‑dollar death benefit is $2,353,000 if death during employment or within 12 months after a defined change‑in‑control or retirement between ages 62–66; benefit reduces annually thereafter to $0 at/after age 82 .
- Clawbacks: SERP payments may be recoverable if Park determines the executive could have been terminated for cause; PBRSU award agreements include forfeiture provisions as noted above .
- Insider trading/holding: Minimum six‑month holding on open‑market purchases; prohibitions on short‑term trading, short sales, options, and unauthorized hedging .
Performance & Track Record
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Net Income ($M) | 126.7 | 151.4 |
| Diluted EPS ($) | 7.80 | 9.32 |
| ROAA (%) | 1.27 | 1.53 |
| ROAE (%) | 11.55 | 12.65 |
| Efficiency Ratio (%) | 65.87 | 61.44 |
| Pre‑tax, pre‑provision income ($M) | 156.5 | 199.3 |
| TSR (1‑yr/3‑yr/5‑yr) (%) | −2.88 / 41.90 / 91.20 | 32.95 / 38.32 / 101.89 |
Park also disclosed core‑adjusted comparisons for FY2024 vs FY2023 showing improved ROAA (1.50% vs 1.35%), ROAE (12.38% vs 12.22%), and efficiency ratio (61.35% vs 64.26%), with detailed non‑GAAP reconciling items .
Compensation Structure Analysis
- Mix and alignment: Burt’s total direct pay combines base salary, annual incentive tied to EPS/ROATE/ROATA/efficiency, and PBRSUs entirely performance‑based on 3‑year ROAA vs an industry index; the program emphasizes at‑risk pay and relative performance, with no payout below median relative ROAA .
- Long‑term design stringency: PBRSUs require above‑median performance for payout and impose a 5‑year holding period post‑settlement, strengthening alignment and discouraging short‑termism versus typical market practice .
- Discretionary overlay: Up to ±25% committee discretion based on TSR, ROAA/ROAE vs peers, and operating progress (efficiency, loan/deposit growth), enabling holistic pay‑for‑performance adjustments; FY2024 used a +22.22% multiplier amid 95th–100th percentile TSR and strong ROAA/ROAE .
- Governance and shareholder feedback: Say‑on‑pay received approximately 97.5% support at the 2024 Annual Meeting, indicating strong investor endorsement of the pay program .
Risk Indicators & Red Flags
- Pledging: Burt has 3,445 shares pledged as collateral for a personal line of credit—a potential misalignment risk if forced selling occurs under stress .
- Related party policies: Robust related‑party lending procedures and Regulation O compliance; no adverse loan classifications among director/executive loans as of proxy date .
- Hedging/derivatives: Prohibited, reducing misalignment risk; preclearance required for any exception transactions .
Equity Ownership & Vesting Schedules (Detail)
| Vesting/Restriction Date | Shares Restricted from Transfer |
|---|---|
| Mar 27, 2025 | 1,635 |
| Mar 31, 2026 | 1,111 |
| Mar 31, 2027 | 1,661 |
| Mar 31, 2028 | 1,500 |
| Mar 31, 2029 | 1,525 |
These dates reflect Park’s five‑year post‑settlement holding requirement for PBRSU shares and specific restrictions disclosed for Burt’s holdings .
Employment Terms Summary
- No fixed‑term employment contracts, no guaranteed severance multiples, and no standalone golden parachutes; change‑in‑control effects governed within LTIP award agreements .
- Retirement/SERP and split‑dollar life arrangements provide supplemental retirement income and survivor benefits per disclosed schedules .
Investment Implications
- Alignment strength: Heavy weighting to performance‑based PBRSUs and stringent 5‑year holding periods support long‑term shareholder alignment and reduce near‑term selling pressure; absence of employment/severance guarantees lowers shareholder risk and cost of failure .
- Performance tailwinds: FY2024 outperformance vs peers (TSR, ROAA/ROAE) and improved efficiency likely sustain above‑target incentives, indicating management confidence and execution momentum .
- Watch items: Pledged shares are a governance flag; monitor for any increases in pledging or Form 4 sales around vesting and post‑holding releases (notably March 2025–2029 tranches) that could add supply pressure .
- Pay governance: Strong say‑on‑pay support and use of an independent consultant (Meridian) reduce compensation inflation risk; peer group calibration and conservative CEO LTI opportunities note a disciplined committee posture .