Kelly Gratz
PARK NATIONAL CORP /OH/About Kelly Gratz
Kelly K. Gratz (age 58) is an independent director of Park National Corporation (PRK) and Park National Bank, appointed effective July 1, 2024; her current board term expires at the 2027 annual meeting . She is President & CEO of G2O, LLC (since 2018), bringing technology, data/analytics, and human capital expertise; the Board designates her an “audit committee financial expert” and independent director under NYSE American and SEC rules . She holds a bachelor’s degree from the University of Dayton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| G2O, LLC (customer experience consulting) | President & CEO | 2018–present | Technology, data/analytics, human capital; skillset cited by PRK Nominating Committee |
| Technology/Healthcare/Pharma sectors | Executive leadership roles | 35+ years (summary) | Cross-industry executive experience highlighted at appointment |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Healthcare Women’s Business Association (Ohio chapter) | Advisory board member | Not disclosed | Recognized as HBA Rising Star (2008) |
| Marburn Academy | Vice Chair, Board of Trustees | Not disclosed | Non-profit governance role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Board determined Gratz is independent under NYSE American and Exchange Act Rule 10A‑3 |
| PRK Committees | Audit Committee member (since Jan 28, 2025); Risk Committee member (since Jul 1, 2024) |
| Chair roles | None (Audit and Risk Committees chaired by Jason N. Judd) |
| Attendance | In FY2024, PRK held 5 Board meetings; each incumbent director attended ≥90% of Board and committee meetings during their service period |
| Executive sessions | Independent directors meet in executive session regularly, at least twice per year |
| Lead Independent Director | Leon Zazworsky (since 2012) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (Board of PRK and Park National Bank) | $40,000 | Standard non-employee director retainer for service on both boards |
| Committee member retainers | Audit $7,500; Risk $5,000; Compensation $5,000; Executive $20,000; Nominating $5,000; Trust (Bank) $5,000 | Annual retainers per committee membership |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Executive $25,000; Nominating $10,000; Risk $10,000; Trust (Bank) $10,000 | Annual chair premiums |
| Kelly Gratz—FY2024 cash fees | $45,000 | Reflects $40,000 board retainer + $5,000 Risk Committee membership; Audit membership began 1/28/2025 (outside FY2024) |
Performance Compensation
| Component | Grant date | Value | Structure |
|---|---|---|---|
| Annual equity retainer (common shares under 2017 Non‑Employee Directors LTIP) | Oct 28, 2024 | $40,156 (grant-date fair value, based on $166.62 close on Oct 25, 2024) | Time-based annual retainer in PRK common shares; not performance-based |
| Program change (FY2025) | 4Q 2025 | $55,000 (planned grant-date fair value) | Increase in annual equity retainer for non-employee directors |
| Options/PSUs for directors | N/A | N/A | No option awards; equity is annual retainer shares; no CIC benefits for non-employee directors |
No director-specific performance metrics apply to non-employee directors’ equity retainers; awards are retainer shares, not performance-based equity .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Gratz in PRK filings |
| Committee roles at other public companies | None disclosed |
| Related-party transactions | Board determined no Item 404(a) related-party transactions for Gratz; ordinary-course banking relationships may exist on market terms |
Expertise & Qualifications
- Audit committee financial expert; financially literate and financially sophisticated per NYSE American and FDIC standards .
- Technology, data/analytics, human capital leadership; CEO experience at G2O .
- Independence affirmed; contributes to Audit and Risk oversight .
- Education: Bachelor’s degree, University of Dayton .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Percent of Class | Notes |
|---|---|---|---|
| Kelly K. Gratz | 261 | <1% | As of Mar 3, 2025; no footnote indicating pledging; aggregate outstanding shares 16,158,982 |
| Hedging/pledging | Policy prohibits short-term trading, short sales, options; hedging requires CEO/CFO pre-approval | Policy-level control, applies to directors |
Governance Assessment
-
Positives
- Independent director with Audit and Risk Committee roles; designated “audit committee financial expert” enhances financial oversight .
- Strong engagement indicators: Board states each incumbent director met ≥90% attendance; Audit (10 meetings) and Risk (4 meetings) reflect active oversight cadence .
- Clean conflicts profile: Board found no Item 404(a) related-party transactions for Gratz; any banking relationships are ordinary-course on market terms .
- Director pay design mixes cash + share retainer, aligning with shareholders; no change-in-control entitlements for directors .
- Shareholder sentiment supportive: Say‑on‑pay approval ~97.5% in 2024 (signals constructive investor relations and compensation governance) .
-
Watch items
- No formal stock ownership guidelines for directors (PRK notes typical practice elsewhere is ~3x retainer); while average non-employee director holdings are high, absence of a binding guideline is below many governance best practices .
- Director banking relationships are common at PRK (on market terms) given the business model; continue monitoring for any future Item 404(a) transactions or loan classifications (PRK discloses policies and Board/Audit oversight) .
-
Implications for investors
- Gratz strengthens board technology and human capital depth and adds financial oversight capacity at Audit/Risk—supportive for control environment and cyber/operational risk oversight .
- Pay structure and independence profile mitigate conflict risk; continue to watch for introduction of director ownership guidelines to further align incentives .