Daniel DeLawder

About C. Daniel DeLawder

C. Daniel DeLawder (age 75) has served on Park National Corporation’s board since April 1994 and Park National Bank’s board since April 1992; he is not independent due to prior executive status and currently chairs the Executive Committee . He retired from executive roles on June 30, 2021 after serving as Park’s Chairman (2005–2019), CEO (1999–2013), and President (1994–2004), and similarly at Park National Bank, with more than 50 years at Park/PNB . He previously served as director of the Federal Reserve Bank of Cleveland (2007–2012) and on Ohio University’s Board of Trustees (2000–2009; Chair for final two years) .

Past Roles

External Roles

Board Governance

• Committee assignments: Chair, Executive Committee; members include Trautman (Vice Chair), Alvarado, Englefield, O’Neill, Zazworsky; President Matthew R. Miller serves as Secretary/non‑voting member .
• Independence: Determined not independent due to former executive status; other directors in majority are independent .
• Attendance: Board met five times in 2024; each incumbent attended at least 90% of board + committee meetings; independent directors meet in executive session at least twice annually . In 2023, the Board met seven times; each incumbent attended at least 85%; all 14 directors attended 2023 annual meeting .
• Board leadership: Park maintains a Lead Director (Leon Zazworsky) role to augment independent oversight; Executive Committee acts between full board meetings under chartered limits .
• Risk oversight: Board-level Risk Committee oversees enterprise risks; Audit Committee oversees audit/financial reporting and compliance; Compensation Committee oversees compensation risk .

Fixed Compensation

• Compensation framework: Meeting fees discontinued as of April 26, 2022; structure relies on annual cash retainers for board and committee service and an annual equity grant under the 2017 Non‑Employee Directors LTIP .
• 2024/2025 cash retainers schedule: Board member $40,000; Lead Director $25,000; Committee Chair retainers—Audit $15,000; Compensation $10,000; Executive $25,000; Nominating $10,000; Risk $10,000; Trust (PNB) $10,000; Committee members—Audit $7,500; Compensation $5,000; Executive $20,000; Nominating $5,000; Risk $5,000; Trust $5,000 .
• Annual equity retainer: Common shares valued at $40,000 in 2024; increased to $55,000 beginning in the fourth quarter of 2025 for directors; advisory board retainers adjusted to $7,500 in 2025 .

Performance Compensation

• Structure: Non-employee directors receive annual common share grants (not options; no performance-vesting), under the 2017 Non‑Employee Directors LTIP; awards are valued at market close prior to grant date; no disclosed performance metrics for director awards .

Other Directorships & Interlocks

• Current public company directorships: None disclosed; prior oversight roles at Federal Reserve Bank of Cleveland and Ohio University .
• Compensation committee interlocks: Park reports no interlocking relationships involving Park’s executive officers and other issuers’ compensation committees; DeLawder is not listed as a Compensation Committee member .

Expertise & Qualifications

• Banking and financial leadership: More than 14 years as CEO and over 50 years across Park/PNB; provides deep banking and financial expertise and market knowledge .
• Regulatory oversight: Experience as director at Federal Reserve Bank of Cleveland, including chairing an oversight committee .
• Strategic governance: Executive Committee chair; strategic planning and human capital competencies indicated in Board skills matrix .

Equity Ownership

• Hedging/derivatives policy: Park prohibits short sales and derivative trading on Park shares and prohibits hedging/monetization unless pre-approved by CEO/CFO; also minimum six‑month holding for purchases .
• Section 16 reporting: Park disclosed one late Form 4 for DeLawder in 2023 (due to delayed trade confirmation) and one late Form 4 in 2024; also a late Form 5 for another director in 2024 .

Governance Assessment

• Strengths:

  • Long-tenured former CEO with deep institutional knowledge and risk oversight experience; currently chairs Executive Committee aiding continuity and responsiveness between full board meetings .
  • Majority-independent board with established Lead Director, frequent executive sessions, and clear committee charters across Audit, Risk, Compensation, Nominating, and Executive .
  • Transparent director pay framework; elimination of meeting fees supports simplicity and alignment; equity retainer increased in 2025 to maintain market competitiveness .

• Risk indicators and potential conflicts:

  • RED FLAG: Pledging of 55,280 Park shares as collateral for a personal loan (non‑affiliated institution) elevates risk of forced sales under stress; Park’s policy restricts hedging/derivatives but does not explicitly ban pledging for directors; disclosure mitigates but remains a governance concern .
  • Late Section 16 filings: Minor process lapse (late Form 4) noted; not material but signals need for administrative rigor .
  • Related party lending: Park discloses ordinary‑course loans to directors/associates subject to Regulation O and board approval; aggregate director/executive loans were ~$25.1 million at 12/31/2024 and performing; oversight and arms‑length terms reduce conflict risk .

• Compensation alignment:

  • Director compensation mix stable and modest; cash retainers tied to committee responsibilities; equity retainer via common shares creates ownership alignment (no options; no performance-based instruments) .
  • Year-over-year: DeLawder’s cash fees decreased from 2022 to 2023 and stayed flat in 2024; equity grant value consistently ~$40k; total comp ~ $115k in 2023–2024 supports pay restraint .

• Shareholder sentiment:

  • Strong say‑on‑pay results: ~97.5% “FOR” at 2024 annual meeting for executive compensation program; indicates broad investor confidence in compensation governance (executive program; directional signal for board oversight quality) .

Appendix: Meeting & Committee Engagement (2024 snapshot)

• Board meetings: 5; attendance ≥90% among incumbents .
• Executive Committee: Met nine times in 2024; chaired by DeLawder .
• Audit Committee: 10 meetings in 2024; all members independent and financial experts .
• Compensation Committee: 5 meetings in 2024; independent consultant (Meridian) assessed as independent; no conflicts .
• Risk Committee: 4 meetings in 2024; oversees ERM, model risk, third‑party risk, regulatory findings .

Overall, DeLawder’s extensive banking leadership and current Executive Committee chair role bolster board effectiveness; however, pledged shares represent a notable alignment risk warranting monitoring and potential policy tightening. Transparent compensation and attendance records support investor confidence, while minor reporting lapses suggest room for administrative improvements .