Matthew Miller
PARK NATIONAL CORP /OH/About Matthew Miller
Matthew R. Miller (age 46) is President of Park National Corporation and Park National Bank and a director of both entities since May 2019; he previously served as EVP (2017–2019), Chief Accounting Officer (2012–2017), and VP of Accounting (2009–2012), and began his career at Deloitte in 2001 serving financial services clients . Park’s FY2024 performance under the current leadership delivered ROAA of 1.53% and ROAE of 12.65% (both above peer medians), with one‑year TSR of 32.95% (95th percentile), three‑year TSR of 38.32% (95th), and five‑year TSR of 101.89% (100th) . Education not disclosed in the proxy; independence status: not independent due to executive role .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Park National Corporation | President | May 2019–Present | Executive leadership of holding company; contributes technical banking and accounting expertise to board |
| Park National Bank | President | May 2019–Present | Leads bank operations; aligns performance with ROAA/ROAE and efficiency targets |
| Park National Corporation | Executive Vice President | Apr 2017–Apr 2019 | Senior leadership role preceding presidency |
| Park National Corp/Bank | Chief Accounting Officer | Dec 2012–Mar 2017 | Principal accounting oversight; strengthened reporting rigor |
| Park National Bank | Vice President of Accounting | Mar 2009–Dec 2012 | Managed accounting function; supported controls |
| Deloitte | Audit/Advisory serving financial services | 2001–2009 | Built technical accounting/financial services expertise |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Deloitte | Auditor/Advisor (financial services clients) | 2001–2009 | External perspective on bank accounting and controls |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $550,000 | $550,000 |
| Target Annual Incentive (% of Base) | 50% | 50% | 50% |
| Actual Annual Incentive Paid ($) | $398,000 | $223,000 | $443,000 |
Performance Compensation
Annual Incentive Design and FY2024 Results
| Metric | Weight | Minimum | Target Range | Maximum | FY2024 Actual |
|---|---|---|---|---|---|
| PTPP ROATE | 40% | 13.74% | 17.17% (97.5–102.5% of plan) | 20.60% | 19.28% |
| Diluted EPS | 30% | $6.46 | $8.07 (97.5–102.5% of plan) | $9.68 | $9.32 |
| PTPP ROATA | 20% | 1.40% | 1.75% (97.5–102.5% of plan) | 2.10% | 2.05% |
| Efficiency Ratio (lower is better) | 10% | 77.81% | 64.84% (97.5–102.5% of plan) | 51.87% | 61.44% |
| Overall Calculated Payout vs Target | — | — | — | — | 131.7% of target |
| Discretionary Multiplier | — | — | — | — | 1.22 (22.22% uplift) |
| Final Payout (% of Target) | — | — | — | — | ~160.7% (matches $443k paid) |
Notes: Committee may adjust ±25% based on TSR, ROAA/ROAE vs peer group, efficiency, loan/deposit growth; TSR percentile in 2024: 95th (1‑yr), 95th (3‑yr), 100th (5‑yr) .
Long-Term Incentives (PBRSUs)
| Grant | Performance Period | Target PBRSUs (#) | Max (#) | Earned Outcome | Vesting | Key Hurdles |
|---|---|---|---|---|---|---|
| 2024 Grant (eff. 1/25/2024) | FY2024–FY2026 | 2,933 | 4,400 (150% of target at ≥80th percentile) | TBD | 50% at certification; 50% 1 year later; 5-year post-vesting holding | Net income ≥110% of dividends each year; ROAA vs $5–15B peer index; no payout below median |
| 2021 Grant (eff. 1/1/2021) | FY2021–FY2023 | 2,250 | 3,375 | Earned at 150% (84.33rd percentile ROAA) | 50% vested 3/31/2024; 50% vests 3/31/2025; 5‑yr holding | Net income ≥110% of dividends; ROAA vs $3–10B index |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (Shares) | 13,576 shares (<1% of outstanding) |
| Ownership Breakdown | 5,261 KSOP shares ; plus restricted shares delivered but blocked from disposal until 3/27/2025 (1,277), 3/31/2026 (1,040), 3/31/2027 (1,075), 3/31/2028 (1,417), 3/31/2029 (1,740) |
| Outstanding PBRSUs (Target, Unvested) at 12/31/2024 | 2022 grant: 1,710 ; 2023 grant: 2,030 ; 2024 grant: 2,933 |
| Service‑Vesting Remaining from 2021 PBRSUs | 1,687.50 shares vesting 3/31/2025 |
| Market Value References | $171.43 per share at 12/31/2024 used for PBRSU fair value tables |
| Options | None; no option awards made to NEOs |
| Pledging | No pledging disclosed for Miller |
| Stock Ownership Guidelines | No formal guidelines; typical practice 3–4x salary; Miller holdings $2,319,276 ≈ 4.2x base salary (typical 3–4x) |
| Hedging/Derivatives Policy | Prohibits hedging, short sales, options; requires approval for any monetization transactions |
Vesting/Selling Pressure: Near-term service vesting on 3/31/2025 for 1,687.50 shares; however, Park imposes a five-year post‑vesting holding requirement on PBRSU settlements, significantly reducing near‑term selling pressure .
Employment Terms
- Employment Agreements: Park does not offer employment contracts or specific change‑in‑control agreements to NEOs; severance multiples are not disclosed/used .
- Clawbacks: Rule 10D‑1 compliant Incentive‑Based Compensation Recovery Policy adopted 7/21/2023; PBRSU agreements include forfeiture for cause and specified conduct within 12 months post‑termination .
- Non‑Compete/Non‑Solicit: SERP agreements impose 12‑month non‑compete and non‑solicit post‑separation; violations trigger forfeiture and repayment of SERP benefits .
- Change‑in‑Control Treatment: PBRSUs vest based on ROAA percentile achieved for truncated period; service‑vesting deemed satisfied at change in control ; SERPs become fully vested upon post‑CIC separation not for cause (Trautman/Burt/Miller), with payments commencing at designated ages .
- Retirement/Deferred Programs: Participation in Park Pension Plan and KSOP; Park matches KSOP deferrals up to IRS limits (50% match) . SERP present values at FY2024: $197,903 (2015 SERP), $173,147 (2020 SERP) for Miller . KSOP balance in separation scenario table: $893,827 as of 12/31/2024 .
- Perquisites: Split‑dollar life insurance premiums deemed paid for Miller $1,276 in 2024; KSOP match $11,500; additional premiums funding SERP $2,265; dividend equivalent cash payout $52,798 related to 2021 PBRSUs .
Director Board Service and Governance
- Board Service: Director since May 2019; Secretary and non‑voting member of the Executive Committee and Nominating Committee .
- Independence: Not independent due to executive role .
- Committee Roles: Non‑voting Secretary to Executive Committee and Nominating Committee (supports agendas and governance process) .
- Board Leadership Structure: Lead Independent Director (Leon Zazworsky) established since 2012; independent director executive sessions at least twice yearly .
- Attendance: Board held five meetings in FY2024; all incumbent directors attended ≥90% of board and committee meetings; individual attendance rates not disclosed .
- Director Compensation: Executive directors (incl. Miller) receive no separate director compensation .
Dual‑Role Implications: As President and director (not Chair/CEO), Miller’s dual role raises limited independence concerns mitigated by an established Lead Independent Director and committee oversight structures .
Compensation Structure Analysis
- Mix and Trends: Compensation program emphasizes at‑risk pay—annual incentive tied to EPS, PTPP ROATE/ROATA, and efficiency ratio; 100% of long‑term awards in PBRSUs with relative ROAA and dividend coverage hurdles; no stock options used “in over 15 years” .
- 2024 Outcomes: Annual incentive payouts increased (~99% YoY for NEOs) reflecting outperformance vs targets and high TSR/ROAA/ROAE percentiles .
- LTIP Conservatism: No payout below median; max at 80th percentile; five‑year post‑vesting holding requirement—more stringent than market norms .
- Peer Positioning: Target PBRSU fair value for Miller ≈ 63% of base salary (2024 grant), broadly in line with peer practices for similar roles .
Total Direct Compensation (Received)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Total Cash (Salary + Annual Incentive) ($) | $892,000 | $948,000 | $773,000 |
| LT Equity (Grant‑date fair value) ($) | $311,357 | $380,368 | $513,471 |
| Total Direct Compensation ($) | $1,203,357 | $1,328,368 | $1,286,471 |
Related Party Transactions
- Sibling Employment: Miller’s brother is a salaried employee of Park National Bank (non‑executive); total direct compensation < $540,000 in FY2024; compensation set independently without Miller’s involvement .
Compensation Peer Group (Benchmarking)
- 2024 Peer Group: 20 regional financial holding companies selected around Park’s asset size (approx. $6.4–$18.0B); list provided in proxy .
- 2025 Adjustments: Premier Financial and WesBanco removed due to pending acquisitions; German American Bancorp and Lakeland Financial added .
- Target Percentiles: PBRSU payout curve requires ≥50th percentile for target and ≥80th percentile for max relative ROAA, with no payout below median; annual incentives benchmarked vs peer performance in TSR/ROAA/ROAE .
Say‑on‑Pay & Shareholder Feedback
- Approval: 2024 advisory vote approved with ~97.5% support; next advisory vote expected at 2026 Annual Meeting .
- Committee Response: Compensation Committee affirmed program conservatism and alignment, using Meridian as independent advisor; no conflicts identified .
Expertise & Qualifications
- Technical: Deep accounting and banking experience; prior Deloitte tenure; provides technical banking knowledge and accounting expertise to the board .
- Board Qualifications Matrix: Financial experience, banking industry experience, strategic planning; independence not applicable (executive) .
Equity Awards Outstanding (Detail)
| Grant Date | Unvested (Service‑vest) (#) | Unearned (Target PBRSUs) (#) | Market Value at $171.43 |
|---|---|---|---|
| 1/1/2021 | 1,687.50 (vests 3/31/2025) | — | $289,289 |
| 1/20/2022 | — | 1,710 | $293,146 |
| 1/18/2023 | — | 2,030 | $348,003 |
| 1/25/2024 | — | 2,933 | $502,805 |
Employment & Retirement Economics (Selected)
| Item | Amount/Terms |
|---|---|
| SERP Present Value (12/31/2024) | 2015 SERP: $197,903; 2020 SERP: $173,147 |
| PBRSU CIC Vesting (Aggregate scenario at 12/31/2024) | Miller: 11,575 PBRSUs; market value $1,984,377 |
| Split‑Dollar Maximum Benefit (Death Benefit) | $3,653,000 for Miller (age‑based reductions after 66; $0 at ≥82) |
| Compensation‑Based Split‑Dollar (Death proceeds share at 12/31/2024) | $1,994,485 for Miller (≈ 2× highest annual total compensation over last 10 years; subject to Net at Risk cap) |
Investment Implications
- Alignment: Stringent PBRSU design (no payout below median, 5‑year holding) and robust hedging prohibitions materially align Miller with long‑term shareholder value creation; holdings ~4.2x salary consistent with typical guideline practice .
- Retention: SERP benefits forfeited if separation before age 62 and subject to 12‑month non‑compete/non‑solicit, plus clawback/forfeiture for cause—strong retention levers with protective features for shareholders .
- Selling Pressure: Despite upcoming 3/31/2025 PBRSU vesting (1,687.50 shares), five‑year post‑vesting holding period curtails near‑term disposition risk .
- Performance Linkage: 2024 cash incentive paid at ~161% of target reflects superior TSR/ROAA/ROAE and efficiency improvements, but retains committee discretion; program emphasizes core banking metrics over volume growth, limiting risk incentive skew .
- Governance: Dual role as President/director is mitigated by Lead Independent Director and committee structures; executive directors receive no board pay, reducing potential pay inflation optics .