Donna Alvarado

About Donna M. Alvarado

Donna M. Alvarado (age 76) has served as a director of Park National Corporation since April 2013 and as a director of Park National Bank since October 1991. She is Chair of the Nominating Committee and a member of the Executive Committee. Outside Park, she is President of Aguila International (since January 1994) and has been a director of CSX Corporation since December 2006. The Board classifies her as an independent director under NYSE American rules and cites her public sector experience, public company board experience, and human resources/leadership development expertise as key credentials .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Ms. Alvarado is independent under NYSE American and Exchange Act standards .
• Attendance: In 2024, the Board met 5 times; each incumbent director attended ≥90% of aggregate Board and committee meetings during their service period. Independent directors meet in executive sessions at least twice per year; 12 of 13 directors attended the 2024 annual meeting .
• Lead independent director: Leon Zazworsky; he chairs executive sessions and serves as liaison between management and independent directors .

Fixed Compensation (Director Pay)

• Structure context: Published director retainers in effect for 2024–2025 include $40,000 for Board membership (Park + Park National Bank), $10,000 for Nominating Committee Chair, and $20,000 for Executive Committee member—amounts that, in combination, align with Ms. Alvarado’s $70,000 cash fees given her roles .
• Change-in-control: Non-employee directors are not entitled to change-in-control payments .

Performance Compensation (Equity-Based)

Directors’ equity is an annual common-share retainer (not performance-vested). No director performance metrics are used for non-employee director compensation per the program description and director compensation tables .

Other Directorships & Interlocks

Expertise & Qualifications

• Skills matrix flags: Independent; Executive experience; Risk oversight; Public company experience; Financial experience; Human capital management; Strategic planning .
• Board biography highlights: Public sector/government oversight understanding; public company director experience; HR and leadership development expertise .

Equity Ownership

Insider trades (Form 4):

• 2024-10-28: “A – Award” of 241 common shares; post-transaction holdings 8,626.5807 .
• 2025-10-27: “A – Award” of 345 common shares; post-transaction holdings 9,214.0898 .

Alignment and policies:

• Stock ownership guidelines: Park has not adopted formal stock ownership guidelines, but notes substantial actual holdings; average non-employee director holdings equal 42.9x their total director compensation .
• Hedging/derivatives: Hedging, short sales, and options trading are prohibited absent pre-approval; short sales and options are generally prohibited .
• Pledging: The beneficial ownership table includes explicit pledge disclosures for certain insiders (e.g., Trautman, Burt); no pledge disclosure is indicated for Ms. Alvarado’s entry .

Related-Party Exposure and Policies

• Ordinary-course banking: Directors and executives (and related entities) had ordinary-course deposits/wealth/loan services at Park National Bank in 2024; all such loans were on substantially the same terms as non-affiliates, with aggregate principal ~$25.1 million across directors/executive officer associates, none past-due or nonaccrual at year-end .
• Oversight: The Audit Committee oversees related-person transaction procedures and approvals, including Item 404 reviews; loans >$120,000 to directors require Board approvals of Park and Park National Bank .
• Split-dollar life policy: Ms. Alvarado is party to a split-dollar agreement providing up to $100,000 beneficiary payment (lesser of $100,000 or net-at-risk amount); Park National Bank owns the policy and receives residual proceeds; premiums deemed paid are reported as “All other compensation” .

Director Compensation (Detail)

Retainer schedule (policy reference):

• Annual Board retainer (Park + Park National Bank): $40,000; Nominating Committee Chair: $10,000; Executive Committee member: $20,000; equity retainer $40,000 in Q4 2024 and scheduled to increase to $55,000 in Q4 2025 .

Governance Assessment

Positives and indicators of effectiveness

• Chair of Nominating Committee and long-tenured director of both PRK (since 2013) and Park National Bank (since 1991), providing institutional knowledge and governance leadership .
• Board classifies her as independent; Nominating Committee fully independent; strong independence posture .
• High engagement: Board met 5x in 2024; each director attended ≥90% of Board/committee meetings; Nominating Committee met 5x; Executive Committee met 9x .
• Alignment: Receives part of compensation in stock; equity retainer increasing to $55,000 for 2025; beneficial ownership increased via 2024 and 2025 awards; no pledge disclosure for her holdings .

Risk indicators and watch items

• No formal stock ownership guidelines at the company level (a governance gap versus common best practice), partially mitigated by high actual director ownership levels (average 42.9x director compensation) .
• Ordinary-course director banking relationships exist at the bank subsidiary, but are conducted on market terms with robust Audit Committee oversight; no unfavorable features disclosed .
• No change-in-control payments for directors; hedging/derivatives restricted by policy—both supportive of alignment .
• Section 16(a) compliance: Proxy notes late filings for two other directors in 2024; no late filing disclosure for Ms. Alvarado .

Overall: Ms. Alvarado’s governance profile reflects deep tenure, leadership of a key committee, independence, and steady equity accumulation through annual director share retainers. The absence of formal ownership guidelines is a mild structural gap, but the program’s equity retainer and her ongoing holdings, with no pledge disclosure, support investor alignment .