Karen Morrison
PARK NATIONAL CORP /OH/About Karen Morrison
Karen A. Morrison (age 65) has served as an independent director of Park National Corporation (PRK) and Park National Bank since July 1, 2024, and is a member of the Board’s Risk Committee. She is Senior Vice President, External Affairs at OhioHealth Corporation and President of OhioHealth Foundation; she previously served as Interim Chief Ethics & Compliance Officer (Mar 2021–Mar 2022). Education: BA (Vanderbilt University), graduate degree in preventive medicine (The Ohio State University College of Medicine & Public Health), JD (Capital University) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OhioHealth Corporation | Senior Vice President, External Affairs | Since 2008 | Leads enterprise external affairs (community relations, corporate reinvestment, health equity, government affairs) |
| OhioHealth Corporation | Interim Chief Ethics & Compliance Officer | Mar 2021–Mar 2022 | Ethics and compliance leadership |
| OhioHealth Foundation | President | Since 2008 | Oversees philanthropy for the enterprise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Greif, Inc. (NYSE: GEF) | Director | Current (as of May 21, 2024) | Public company directorship |
| National Association of Corporate Directors (NACD) | Member | Ongoing | Professional governance association |
| Women Corporate Directors | Member | Ongoing | Director network |
| Executive Leadership Council | Member | Ongoing | Senior executive network |
| The Links, Inc. | Member | Ongoing | Community organization |
Board Governance
- Independence: The Board determined Morrison qualifies as an independent director under NYSE American and Exchange Act rules .
- Committee assignments: Risk Committee member since July 1, 2024; the Risk Committee met 4 times in fiscal 2024; chaired by Jason N. Judd .
- Attendance: In fiscal 2024, each incumbent director attended at least 90% of aggregate Board and committee meetings during their period of service; Board met 5 times; independent directors hold executive sessions at least twice per year .
- Term classification: Appointed to the class expiring at the 2026 annual meeting .
Fixed Compensation
| Component | Amount | Period/Notes |
|---|---|---|
| Annual Board cash retainer | $40,000 | Applies to non-employee directors serving on Park and Park National Bank boards |
| Risk Committee member cash retainer | $5,000 | Park-only committee membership |
| Director fees earned (Morrison) | $45,000 | FY2024 actual cash paid |
| Other cash/fees (meeting fees, chair fees) | See schedule | Morrison not disclosed as chair |
| Name | Fees Earned or Paid in Cash | Stock Awards (Grant Date Fair Value) | Change in Pension Value/Deferred Comp | All Other Compensation | Total |
|---|---|---|---|---|---|
| Karen Morrison | $45,000 | $40,156 (Oct 28, 2024 grant; valued at $166.62 Oct 25, 2024) | $0 | $0 | $85,156 |
Additional policy note: Annual retainer paid in common shares under the 2017 Non-Employee Directors LTIP was $40,000 aggregate grant date fair value in Q4 2024 and is set to increase to $55,000 in Q4 2025 .
Performance Compensation
- PRK uses equity retainer grants (common shares) for non-employee directors; no performance metrics or options are disclosed for director compensation. Change-in-control benefits are not provided to non-employee directors .
| Grant Date | Instrument | Shares | Grant-Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| Oct 28, 2024 | Common shares (annual retainer) | 241 (per Form 4) | $40,156 (valued at $166.62 close on Oct 25, 2024) | Equity retainer; no performance conditions disclosed |
| Oct 27, 2025 | Common shares (annual retainer) | 345 (per Form 4) | Policy increased to $55,000 aggregate fair value for 2025 cycle | Equity retainer; no performance conditions disclosed |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| Greif, Inc. | Director | Not disclosed | No PRK-related related-party transactions requiring Item 404(a) reporting; ordinary-course banking relationships only |
Expertise & Qualifications
- Strategic and external affairs leadership from a large healthcare enterprise; risk oversight skills aligned with Risk Committee service .
- Legal and compliance exposure (former Interim Chief Ethics & Compliance Officer) .
- Public company governance experience (Greif) and affiliation with governance networks (NACD/WCD) .
Equity Ownership
| As-Of Date | Shares Beneficially Owned | Percent of Class | Shares Outstanding Reference |
|---|---|---|---|
| Mar 3, 2025 | 591 | <1% | 16,158,982 shares outstanding |
| Oct 27, 2025 (post award) | 936 (post-transaction ownership) | — | — |
Insider filings:
- Form 3 filed Jul 1, 2024 reporting 350 common shares .
- Form 4 filed Oct 30, 2024 reporting award of 241 shares; ownership 591 shares .
- Form 4 filed Oct 29, 2025 reporting award of 345 shares; ownership 936 shares .
Pledging/Hedging:
- No pledging or hedging disclosed for Morrison; pledging footnotes in the beneficial ownership section reference other insiders, not Morrison .
Ownership guidelines:
- Park requires directors to be shareholders but does not mandate a specific retention amount for directors .
Governance Assessment
- Independence and committee fit: Morrison is independent and placed on the Risk Committee; her compliance and external affairs background is complementary to enterprise risk oversight, which met 4 times in 2024 .
- Engagement: FY2024 attendance threshold indicates at least 90% participation among incumbents; Board met 5 times; independent directors meet in executive session regularly, supporting board effectiveness .
- Compensation and alignment: Equity retainer structure provides ongoing share ownership; Morrison’s beneficial ownership increased through annual share awards (241 shares in 2024; 345 shares in 2025), aligning incentives with shareholders, though overall stake remains <1% .
- Conflicts/related-party exposure: The Board affirmed no transactions requiring Item 404(a) disclosure for newly appointed directors; ordinary-course banking relationships only, with Regulation O oversight—no unfavorable features disclosed. No change-in-control benefits for directors, and no director-specific clawback or tax gross-ups referenced, reducing conflict risk signals .
Red flags: None disclosed specific to Morrison—no related-party transactions under Item 404(a), no pledging, and attendance expectations met. Monitoring items: small ownership stake relative to outstanding shares; ensure continued active Risk Committee engagement and visibility into cybersecurity/third-party risk oversight per committee charter .