Frederic Bertley

About Frederic M. Bertley

Frederic M. Bertley, Ph.D. (age 54) has served as an independent director of Park National Corporation (PRK) and Park National Bank since September 2021. He is President & CEO of the Center of Science and Industry (COSI) in Columbus, Ohio, a role he has held since January 2017. The Board cites his 24 years of medical training and research, community leadership, and successful leadership of COSI through COVID-19 as key credentials. He is classified as an independent director under NYSE American rules.

Past Roles

External Roles

Board Governance

• Independence and tenure: Determined independent by the Board; serving since September 2021.
• Committee assignments:
  • Nominating Committee member (added April 23, 2024); Committee met 5 times in FY2024.
  • Risk Committee member (served entire FY2024); Committee met 4 times in FY2024.
• Attendance: Each incumbent director attended at least 90% of aggregate Board and applicable committee meetings in FY2024 (applies to all incumbents).
• Shareholder meeting engagement: 12 of 13 then-incumbent directors attended the April 22, 2024 annual meeting (aggregate disclosure).
• Executive sessions: Independent directors meet in executive session regularly, not less than twice per year.
• Risk oversight context: Risk Committee oversees enterprise-wide risks including credit, market, liquidity, operational, IT/IS (cyber), legal, compliance, strategic, and reputational risks.

Fixed Compensation

Director pay is retainer-based (cash + stock). In FY2024, Dr. Bertley received:

Notes:

• Standard annual cash retainers for committee roles and Board membership are disclosed in the retainer schedule above.
• Equity retainer for non‑employee directors is granted in common shares; aggregate grant-date fair value was $40,000 for 2024 awards.
• For 2025, the annual equity retainer value to be paid in common shares will increase to $55,000 (aggregate grant-date fair value) for non‑employee directors.
• Non‑employee directors are not entitled to change-in-control payments.

Performance Compensation

• No performance-based compensation is disclosed for non‑employee directors; equity is delivered as annual retainer shares (not options/PSUs), and there are no director-level CIC payments.

Other Directorships & Interlocks

• Public company directorships: None disclosed for Dr. Bertley.
• Compensation Committee interlocks: The proxy discloses Compensation Committee composition and confirms members are independent; Dr. Bertley is not a member (no interlock for him).

Expertise & Qualifications

• Board’s assessment highlights: 24 years of medical training and research, community leadership, and crisis leadership at COSI during COVID-19.
• Board skills matrix (as of Mar 3, 2025) indicates directors collectively provide executive experience, risk oversight, technology, human capital, and strategic planning capabilities; Dr. Bertley contributes to these competencies per Board disclosures.

Equity Ownership

Additional alignment policies:

• Directors must be Park shareholders; there is no minimum share ownership requirement for directors.
• Insider Trading Policy prohibits short sales, derivatives on Park stock, and hedging/monetization transactions absent prior approval.

Section 16 compliance:

• The company reports that all insiders complied with Section 16(a) filing requirements in 2024 except two named individuals (not Dr. Bertley).

Governance Assessment

• Strengths for investor confidence:

  • Independent director with active roles on Risk and Nominating—two high‑impact governance committees.
  • Attendance standard met (≥90% for all incumbents), and committee cadence indicates engagement (Risk met 4x; Nominating 5x in 2024).
  • Pay mix includes a meaningful equity retainer in common shares, which increased for 2025, enhancing alignment.
  • No director‑level change‑in‑control benefits; no related‑party transactions specific to him disclosed; no late Section 16 filings for him.

• Considerations / potential watch items:

  • Absolute ownership is modest at 1,449 shares (<1% of outstanding), though Park has no director ownership guideline; continued accumulation via annual equity retainers can improve alignment over time.
  • Park and the Park National Bank Wealth Management Dept. are counterparties for custodial administration of 33 of his shares (standard structure; not a related‑party transaction), with robust related‑party review policies in place.

• Red flags: None identified specific to Dr. Bertley (no pledging disclosed; no related‑party transactions disclosed; not on Compensation Committee; no performance-linked director pay that might bias oversight).