Byrd Miller III
PARK NATIONAL CORP /OH/About D. Byrd Miller III
Independent director of Park National Corporation (PRK) and Park National Bank since January 2022; age 66. Former Managing Member, CFO and Treasurer of William Barnet & Son, LLC (global synthetic fibers, yarns and polymers) through September 2022 and currently a consultant to the firm; earlier served ~10 years as a Senior Vice President at Bank of America (1981–1992). He is an Audit Committee financial expert and serves on both the Audit and Compensation Committees; prior public company board experience includes CAB Financial Corporation (2007–2019 pre-merger into Park). Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| William Barnet & Son, LLC | Managing Member, CFO & Treasurer; Consultant (post-retirement) | CFO/Treasurer Feb 1992–Sep 2022; Consultant since Oct 2022 | 32 years of financial management in a global industrial business |
| Bank of America | Senior Vice President | Sep 1981–Jan 1992 | Banking leadership; ~10 years’ banking experience |
| CAB Financial Corporation | Director | 2007–Apr 1, 2019 (merger into Park) | Pre-merger board experience at bank holding company |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park National Bank (Carolina Alliance Bank Division advisory board) | Advisory Board Member (now part of Carolina Division) | Since Apr 2019 | Local market engagement and advisory oversight |
| Other current public company boards | — | — | None disclosed in proxy |
Board Governance
- Independence: Determined independent under NYSE American and SEC rules .
- Committees: Audit Committee member (qualifies as an audit committee financial expert); Compensation Committee member .
- Chair roles: None (Audit Chair: Jason N. Judd; Compensation Chair: F. William Englefield IV) .
- Attendance: Each incumbent director attended at least 90% of Board and committee meetings in 2024; Board met five times in 2024 .
- Executive sessions: Independent directors meet regularly, at least twice per year .
- Committee workload (2024): Audit Committee met 10x; Compensation Committee met 5x .
Fixed Compensation (Director)
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Board retainer (cash) | $40,000 | Annual cash retainer for serving on both Park and Park National Bank boards |
| Audit Committee member fee (cash) | $7,500 | Annual retainer per member |
| Compensation Committee member fee (cash) | $5,000 | Annual retainer per member |
| Advisory Board member fee (cash) | $7,500 | Annual retainer for division advisory board membership |
| Total Cash Paid (reported) | $60,000 | Matches fees earned for D. Byrd Miller III in director comp table |
| Equity retainer (stock) | $40,156 | Annual common share award under 2017 Non-Employee Directors LTIP; 10/28/2024 grant at $166.62 close on 10/25/2024 |
- Structure/policy notes: Annual director equity retainer increased to $55,000 aggregate grant date fair value for 4Q 2025 grants; advisory board equity retainer will be $7,500 in 4Q 2025 (down from $10,000) .
- Other: Directors reimbursed for reasonable meeting travel/expenses .
Performance Compensation (Director)
| Element | Terms | Metrics |
|---|---|---|
| Equity retainer | Annual grant of common shares under 2017 Non-Employee Directors LTIP; not performance-based | None for directors (time-based share retainer) |
Note: Performance-based metrics in Park’s compensation program apply to executives (e.g., ROAA, Diluted EPS, PTPP ROATE/PTPP ROATA, Efficiency Ratio) and not to non-employee director compensation .
Other Directorships & Interlocks
- Other public company directorships: None disclosed for D. Byrd Miller III beyond prior service at CAB Financial Corporation (2007–2019) .
- Compensation Committee interlocks: Park discloses no interlocks involving its executives and the Compensation Committee (on which Miller serves); committee members (including Miller) had ordinary-course banking relationships with Park National Bank with no unfavorable features .
Expertise & Qualifications
- Financial expert: Designated audit committee financial expert (SEC Reg S-K Item 407(d)(5)) .
- Domain expertise: ~10 years in banking (Bank of America) and 32 years as CFO/Treasurer of a global fibers/polymers company; contributes both local Carolinas and global commercial perspective .
- Skills matrix inclusion: Financial experience, banking industry experience, executive experience, risk oversight, strategic planning (as indicated by his profile and committee assignments) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 3,110 common shares (as of Mar 3, 2025) |
| Shares outstanding (denominator) | 16,158,982 (as of Mar 3, 2025) |
| Ownership as % of outstanding | ≈ 0.02% (3,110 / 16,158,982) |
| Vested vs. unvested | Not disclosed for non-employee directors; annual equity retainer is delivered as common shares |
| Options | None disclosed for directors (director equity is common shares) |
| Pledged shares | None disclosed for Miller; pledging disclosed for certain other individuals (not Miller) |
| Hedging/shorts policy | Company prohibits short sales and options transactions; hedging requires CEO/CFO pre-approval |
| Director ownership guidelines | Directors must be shareholders; no specific holding multiple requirement |
Governance Assessment
- Strengths and signals supporting investor confidence:
- Independent director with dual committee service (Audit and Compensation), designated as an audit committee financial expert—positive for financial reporting oversight .
- Strong engagement: ≥90% meeting attendance; high-frequency Audit Committee workload (10 meetings in 2024) .
- Pay structure aligns directors with shareholders: cash plus equity; annual equity retainer in common shares; no change-in-control payments to non-employee directors .
- No related-party or adverse transactions involving Miller disclosed; any director loans are ordinary course, on market terms, with normal risk; Section 16 compliance shows no Miller exceptions .
- Potential risk indicators:
- None material identified for Miller: no pledging disclosed, no related-party dealings, and no governance interlocks flagged; advisory board stipend reflects additional service, not a conflict .
- Broader governance context:
- Independent Lead Director structure; regular executive sessions; majority independent board; robust clawback policy adopted in 2023 (executive-focused) .
- High say-on-pay support (97.5% in 2024), indicating constructive shareholder relations, though this pertains to executives rather than directors .