Jason Judd
PARK NATIONAL CORP /OH/About Jason Judd
Jason N. Judd (age 48) has served as an independent director of Park National Corporation (PRK) and Park National Bank since January 2019. He is Executive Vice President and Chief Financial Officer of Safelite Group, Inc. (since November 2023), and previously served as SVP, CFO & Treasurer of Express, Inc. (April 2022–November 2023) and SVP Corporate Finance & Treasurer at Big Lots, Inc. (October 2019–April 2022). He currently chairs PRK’s Audit Committee and Risk Committee and is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Safelite Group, Inc. | EVP & Chief Financial Officer | Nov 2023–present | Senior finance leadership in a large multi-location services company |
| Express, Inc. | SVP, CFO & Treasurer | Apr 2022–Nov 2023 | Public-company CFO; capital markets and performance management |
| Big Lots, Inc. | SVP Corporate Finance & Treasurer | Oct 2019–Apr 2022 | Corporate finance, treasury, risk management at national retailer |
| Justice (Ascena Retail) | CFO/SVP; CFO/VP | Jul 2015–Oct 2019; Feb 2016–Oct 2019 | Brand-level CFO; customer analytics/productivity focus |
| Victoria’s Secret Stores (L Brands) | Assoc. VP Finance | Jun 2011–May 2015 | Retail financial planning and analysis |
| L Brands, Inc. | Assistant Treasurer, Corp. Finance & M&A; prior finance roles | Jun 2004–Jun 2011 | Capital markets, M&A |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public-company directorships disclosed for Mr. Judd in PRK’s proxy |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Mr. Judd is independent under NYSE American and SEC rules |
| Committees | Audit Committee (Chair); Risk Committee (Chair) |
| Audit Committee meetings | 10 meetings in FY2024 |
| Risk Committee meetings | 4 meetings in FY2024 |
| Board meetings | Board met 5 times in FY2024 |
| Attendance | Each incumbent director attended at least 90% of aggregate board/committee meetings during their service in 2024 |
| Annual Meeting participation | 12 of 13 directors attended the April 22, 2024 virtual annual meeting |
| Lead Independent Director | Leon Zazworsky serves as Lead Director |
Fixed Compensation
| Component (FY2024) | Amount |
|---|---|
| Cash fees | $65,000 (per Director Compensation table) |
| Equity retainer (common shares) | $40,156 (granted Oct 28, 2024; valued at $166.62 close on Oct 25, 2024) |
| Other | $0 (no other compensation reported) |
| Total | $105,156 |
Reference schedule: PRK’s FY2024 director cash fee structure included $40,000 annual board retainer; $15,000 Audit Chair; $10,000 Risk Chair; plus other committee/member fees (no per-meeting fees). Equity retainer of $40,000 grant-date fair value in Q4 2024; set to increase to $55,000 in Q4 2025.
Performance Compensation
| Equity vehicle | Terms | Performance Metrics | Notes |
|---|---|---|---|
| Annual director equity retainer (common shares) | Granted Q4 (Oct 28, 2024); grant-date fair value $40,000 (reported as $40,156 using $166.62/share close on prior trading day) | None (time-based director shares; not performance-conditioned) | No director change-in-control benefits; none for non-employee directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Mr. Judd |
| Compensation Committee interlocks | PRK discloses Comp Committee members; no interlocks with PRK executive officers; Mr. Judd is not on Comp Committee |
Expertise & Qualifications
- Audit and risk expertise: Chairs both Audit and Risk Committees; designated “audit committee financial expert” .
- Deep finance leadership across retailers and multi-site service businesses: CFO roles (Safelite, Express) and senior finance roles at Big Lots and L Brands, with experience in customer analytics, productivity analysis, risk management, capital markets, and M&A .
- Independence and engagement: Independent under NYSE American/SEC rules; board reports each incumbent director attended ≥90% of 2024 meetings .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Jason N. Judd | 2,336 | * (<1%) | Held jointly with spouse; shared voting/investment power |
| All directors & officers (15 persons) | 432,015 | 2.7% | Group total at 3/3/2025 |
Additional alignment and policy context:
- Director ownership requirement: PRK states it does not have a specific minimum share ownership requirement for directors .
- Hedging/pledging: Insider Trading Policy prohibits short-term trading, short sales, and derivative transactions; hedging/monetization requires prior CEO/CFO approval. No pledging disclosed for Mr. Judd in footnotes (pledges are disclosed for certain other directors) .
Related-Party Exposure & Conflicts
| Topic | Disclosure |
|---|---|
| Related-person transaction policy | Annual D&O questionnaires; Audit Committee review/approval of related person transactions; director loans >$120k require Park and Park National Bank board approval; transactions must be on arms’ length terms |
| Banking relationships | Directors/executives and affiliates conduct ordinary-course banking with Park National Bank; aggregate principal balance ~$25.1 million as of 12/31/2024; loans on market terms, performing, no unfavorable features |
| Director-specific | No related-party transactions or conflicts involving Mr. Judd are disclosed in the proxy |
Say-on-Pay & Shareholder Sentiment (context)
- Say-on-Pay: At the 2024 Annual Meeting, approximately 97.5% of votes cast supported PRK’s executive compensation program, indicating strong investor support for compensation governance .
Governance Assessment
-
Positives
- Dual committee leadership (Audit and Risk) enhances board oversight of financial reporting, internal control, and enterprise risk; designation as audit committee financial expert strengthens credibility with investors and regulators .
- Independence confirmed; strong attendance culture (≥90% across incumbents); regular executive sessions and established lead independent director structure .
- Transparent director compensation structure; no per-meeting fees; modest pay levels with mix of cash and equity; no director change-in-control benefits .
-
Watch items
- Concentration of committee leadership (chairs both Audit and Risk) can increase workload/overextension risk; continued monitoring of committee effectiveness is warranted .
- No director stock ownership requirement (policy states none), which may be viewed as a minor alignment gap vs. peers that impose minimum ownership guidelines; however, directors receive annual equity retainers .
- Ordinary-course banking relationships with directors are common for bank boards; PRK discloses market terms and oversight, but investors should continue to monitor aggregate exposures and approval controls .
-
No red flags identified
- No disclosed related-party transactions tied to Mr. Judd; no pledging by Mr. Judd; hedging/short sales prohibited by policy; no Section 16(a) filing delinquencies reported for Mr. Judd (exceptions named in proxy did not include him) .
Overall implication: Mr. Judd brings seasoned finance, capital markets, and risk management expertise aligned with his leadership of PRK’s Audit and Risk Committees, supporting investor confidence in financial reporting quality and enterprise risk oversight. His compensation is modest, transparent, and equity-linked; independence and attendance are sound. The absence of a formal director ownership requirement is a mild alignment consideration, mitigated by recurring equity retainers.