Leon Zazworsky
PARK NATIONAL CORP /OH/About Leon Zazworsky
Leon Zazworsky (age 76) is Park National Corporation’s Lead Director (since 2012), a Park director since November 2003, and a Park National Bank director since December 1991. He is President/Owner of Mid State Systems, Mid State Warehouses, and Dalmatian Transportation, with over four decades of private business leadership in transportation, warehousing, and distribution. He holds a BS in Business from Indiana University of Pennsylvania. Tenure and credentials are emphasized by the Board as bringing leadership and operational expertise to Park’s governance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mid State Systems, Inc. (Hebron, OH) | President/Owner | Since April 1979 | Builds operational discipline and financial oversight for competitive, regulated industry |
| Mid State Warehouses, Inc. (Hebron, OH) | President/Owner | Since November 1987 | Warehousing/distribution experience informs risk and logistics oversight |
| Dalmatian Transportation, Ltd. (Hebron, OH) | President/Owner | Since March 2006 | Transportation operations align with compliance and safety-focused governance |
External Roles
| Organization | Role | Notes |
|---|---|---|
| White Oak Partners | Advisory Board Vice Chair | Also noted as Lead Director at PRK; community and real estate network connectivity |
| John and Mary Alford Foundation | Board member | Local philanthropic governance |
| The Salvation Army – Newark, OH | Board member | Community engagement |
| Paramount Financial Group | Former board member | Prior financial services exposure |
Board Governance
- Current roles: Lead Director; member of Executive Committee and Nominating Committee (FY2024) .
- Prior roles: Risk Committee Chair and Compensation Committee member (FY2023), evidencing deep risk oversight experience and pay governance exposure .
- Independence: Nominating Committee members (including Zazworsky) are independent under NYSE American rules .
- Attendance: Board held 5 meetings in FY2024; each director attended at least 90% of Board/committee meetings; 12 of 13 directors attended the 2024 annual meeting .
- Executive sessions: Lead Director chairs executive sessions at each Board meeting and can call meetings of independent directors; acts as liaison between Executives and independent directors .
- Hedging/derivative restrictions: Insider Trading Policy prohibits hedging, short sales, and options on Park stock; minimum six-month holding period for purchases .
Fixed Compensation
| Metric | FY2019 | FY2023 | FY2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $91,750 | $110,000 | $95,000 |
| Stock Awards ($) | $44,186 | $40,061 | $40,156 |
| All Other Compensation ($) | $833 | $1,217 | $1,284 |
| Total ($) | $136,769 | $151,278 | $136,440 |
| Cash Retainer Schedule (applies FY2024–FY2025 unless noted) | Amount |
|---|---|
| Board Member (serving on Park + Park National Bank boards) | $40,000 |
| Lead Director additional retainer | $25,000 |
| Executive Committee – Chair | $25,000 |
| Executive Committee – Member | $20,000 |
| Nominating Committee – Chair | $10,000 |
| Nominating Committee – Member | $5,000 |
| Audit Committee – Chair | $15,000 |
| Audit Committee – Member | $7,500 |
| Risk Committee – Chair | $10,000 |
| Risk Committee – Member | $5,000 |
| Advisory Board Member (Bank division) | $7,500 (cash); discontinued from April 29, 2025 |
- Equity retainer: $40,000 grant-date fair value in Q4 FY2024; increasing to $55,000 in Q4 FY2025 for Board directors (Advisory Board directors decrease to $7,500) .
- Split-dollar life insurance: Non-employee directors (including Zazworsky) party to 2007 agreements; beneficiary receives the lesser of $100,000 or 100% of the Net at Risk Amount; bank receives remainder .
- Change in control: Non-employee directors are not entitled to change-in-control payments .
Performance Compensation
- No performance-based components are disclosed for director compensation. Annual equity retainer is delivered as common shares; no options or PSUs; no director-specific performance metrics or vesting schedules are stated .
Other Directorships & Interlocks
- Public company directorships: None disclosed beyond Park National Corporation .
- Compensation Committee interlocks: None; all members are independent and no reciprocal executive/director overlaps with other issuers during FY2024–FY2025-to-date .
- Banking relationships: Zazworsky and entities with which he is affiliated are customers of Park National Bank; loans/services provided in the ordinary course at market terms subject to Reg O and Board approvals; aggregate principal balance across directors/executives and associates was ~$25.1 million as of 12/31/2024, with all loans performing per original terms .
Expertise & Qualifications
- Leadership: Decades of private-company CEO/owner experience in transportation/warehousing; brings practical management, budgeting, and regulatory discipline .
- Governance: Lead Director since 2012 with authority to set agendas, chair executive sessions, and facilitate information flow between management and independent directors .
- Independence and risk oversight: Independent status confirmed; prior Risk Committee Chair indicates direct engagement on enterprise risk .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Leon Zazworsky | 49,089 | <1% (of 16,116,479 outstanding) | Disclaims 100 shares held by spouse; does not include 10 shares held by an investment club (collective voting/investment power) |
- Ownership policy: Park’s Regulations require all directors to be shareholders; no minimum ownership guideline is specified .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares | Price | Post-Transaction Ownership | SEC URL |
|---|---|---|---|---|---|---|
| 2025-10-29 | 2025-10-27 | Award (Common Shares) | 345 | $0.00 | 49,575 | |
| 2024-10-30 | 2024-10-28 | Award (Common Shares) | 241 | $0.00 | 49,230 | |
| 2023-10-25 | 2023-10-23 | Award (Common Shares) | 428 | $93.60 | 1,175 |
Governance Assessment
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Strengths
- Long-tenured Lead Director with clear authority and responsibilities, enhancing independent oversight and accountability; strong liaison role and structured executive sessions improve board effectiveness .
- Consistent independence status and high attendance; FY2024 directors met at least 90% attendance thresholds, sustaining investor confidence in board engagement .
- Transparent director pay program with balanced cash/equity retainer; equity retainer increase in FY2025 enhances alignment without introducing option-related risk .
- Robust related-person transaction controls (Reg O compliance; Audit Committee oversight; annual questionnaires and legal reviews); loans documented as ordinary-course, market terms, and performing .
-
Watch items and potential conflicts
- Multiple private-company ownerships in logistics/warehousing and banking customer status present inherent related-party exposure, although policies and Reg O oversight mitigate risk; continued monitoring advisable .
- No formal director ownership guideline (only a requirement to be a shareholder); while equity retainers support alignment, absence of quantitative ownership minimum could be viewed as weaker skin-in-the-game relative to peers .
-
Red Flags
- None identified in filings regarding hedging/pledging by Zazworsky; Park’s policy restricts hedging/derivatives and short sales broadly for insiders .
- Non-employee directors do not receive change-in-control benefits, which avoids parachute-related concerns .
-
Compensation mix and trend signals
- FY2024 vs FY2023: Cash fees declined ($95k vs $110k) as committee roles changed (from prior Risk Chair/Comp member to Executive and Nominating member), while equity awards were stable at ~$40k; FY2025 equity retainer increase to $55k shifts mix toward equity alignment .
- Split-dollar life insurance remains a minor perquisite; not a material misalignment driver .
-
Committee assignment evolution (signal on governance depth)
- FY2023: Risk Committee Chair; Compensation Committee member .
- FY2024: Executive Committee member; Nominating Committee member; continues as Lead Director .
Overall, Zazworsky demonstrates durable independent leadership, risk oversight background, and high engagement, with ordinary-course banking relationships noted and controlled. The move to increase director equity retainers in FY2025 improves alignment; continued monitoring of related-party banking exposures and clarity on director ownership expectations would further support investor confidence .