Robert O'Neill
PARK NATIONAL CORP /OH/About Robert E. O’Neill
Robert E. O’Neill (age 62) has served as a director of Park National Corporation since April 2013 and on the Park National Bank board since December 2004; he is President and a director of Southgate Corporation, a Newark, OH real estate development and management company, since April 2002 . He brings more than 36 years of industrial, commercial, and multifamily real estate experience in Central Ohio, which the Nominating Committee cites as valuable to loan activities oversight; the Board designates him as independent and as an Audit Committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Park National Corporation (PRK) | Director | Since April 2013 | Member: Audit (since Jun 1, 2024), Compensation, Executive, Nominating; Board-designated “audit committee financial expert” |
| Park National Bank | Director | Since December 2004 | Development/management expertise cited for loan activities oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Southgate Corporation | President & Director | Since April 2002 | Real estate development and management; industrial/commercial/multifamily focus |
| The Licking County Foundation | Governing Board Member | Disclosed in 2024 proxy | Park-related donations noted; O’Neill receives no direct or indirect benefit |
| Newark Campus Development Fund | Board of Trustees Member | Disclosed in 2024 proxy | Park-related donations noted; O’Neill receives no direct or indirect benefit |
Board Governance
- Committee memberships: Audit (member since June 1, 2024), Compensation, Executive, Nominating; all committees operate under written charters posted on Investor Relations .
- Board independence: The Board determined O’Neill qualifies as an independent director under NYSE American and Exchange Act rules; PRK’s lead director is Leon Zazworsky, not O’Neill .
- Attendance and engagement: The Board met five times in 2024; each incumbent director attended at least 90% of aggregate Board and committee meetings during their service period . Committee activity in 2024: Audit met 10 times; Compensation 5; Nominating 5; Executive 9 .
- Governance policies: Hedging policy prohibits short sales, derivatives, and requires pre-approval for any hedging/monetization transactions; stock ownership guidelines are not formally adopted, though directors’ average holdings far exceed typical practice .
Fixed Compensation
| Component | Amount | Reference |
|---|---|---|
| Annual Board retainer (PRK + Park National Bank) | $40,000 cash | |
| Committee chair retainers | Audit $15,000; Compensation $10,000; Executive $25,000; Nominating $10,000; Risk $10,000; Trust $10,000 | |
| Committee member retainers | Audit $7,500; Compensation $5,000; Executive $20,000; Nominating $5,000; Risk $5,000; Trust $5,000 | |
| Equity retainer (Non-Employee Directors LTIP; aggregate fair value) | $40,000 (2024 award), increasing to $55,000 in 2025 | |
| Other compensation (split-dollar life insurance premium deemed paid) | Up to $100,000 death benefit structure; individual premiums reflected in director compensation table |
| Robert E. O’Neill – Director Compensation | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $70,000 | $77,500 |
| Stock Awards (grant-date fair value) | $40,061 | $40,156 |
| All Other Compensation (split-dollar premium) | $393 | $346 |
| Total | $110,454 | $118,002 |
Notes:
- FY2024 cash of $77,500 aligns with retainer math: Board ($40,000) + Audit ($7,500) + Compensation ($5,000) + Executive ($20,000) + Nominating ($5,000) .
- FY2024 stock award reflects common share grant on Oct 28, 2024 using $166.62 closing price on Oct 25, 2024 to determine fair value .
Performance Compensation
| Feature | Status | Details |
|---|---|---|
| Performance-linked equity (e.g., PSUs) | None for non-employee directors | PRK uses cash and stock-based retainers for directors; equity is common shares under the Non-Employee Directors LTIP |
| Options | None disclosed for directors | Director compensation framed as cash + common shares |
| Annual equity retainer | Common shares | Granted Oct 28, 2024; aggregate fair value $40,156 based on $166.62 close on Oct 25, 2024 |
| Change-of-control benefits | None | Non-employee directors are not entitled to any change-in-control payments |
| Clawback policy | Executive-focused | Incentive-based compensation recovery policy designed for executive incentive compensation (Rule 10D-1); director equity retainer not described as subject to clawback |
| Hedging restrictions | Prohibited absent pre-approval | Policy bans short sales, options, and monetization; pre-approval required for any hedging |
Other Directorships & Interlocks
| Organization | Relationship | Potential Interlock | Mitigation/Disclosure |
|---|---|---|---|
| The Licking County Foundation | Governing Board Member | Park National Bank and Park National Corporation Foundation donations (multi-year commitments) | Proxy states O’Neill receives no direct/indirect benefit from donations |
| Newark Campus Development Fund | Board of Trustees Member | Park National Corporation Foundation multi-year pledge | No direct/indirect benefit to O’Neill from donations |
Expertise & Qualifications
- Real estate development and management expertise applied to loan activities .
- Designated “audit committee financial expert” under Item 407(d)(5) .
- Independent under NYSE American and Exchange Act standards .
Equity Ownership
| Holder/Capacity | Shares | Notes |
|---|---|---|
| Robert E. O’Neill – total beneficial ownership | 25,823; <1% of class | Percent-of-class star indicates less than 1% |
| Wife’s managing agency account (disclaimed) | 6,000 | Wealth Management Dept has voting power; wife has sole investment power; O’Neill disclaims |
| Children’s trusts (disclaimed) | 2,000 aggregate | Wealth Management Dept has sole voting and investment power; O’Neill disclaims |
| Southgate Company Limited Partnership (disclaimed) | 5,000 | O’Neill may be deemed to indirectly exercise voting/investment power via general partner; disclaims beneficial ownership |
Policy context:
- No formal director stock ownership guidelines; disclosure highlights above-average director holdings vs typical practice .
- Hedging barred without pre-approval; short sales and options prohibited .
- No pledging disclosed for O’Neill; pledging disclosed for other directors in footnotes (e.g., DeLawder, Trautman) .
Governance Assessment
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Strengths:
- Broad committee involvement (Audit, Compensation, Executive, Nominating) and independent status enhance oversight breadth; designation as an audit committee financial expert strengthens financial reporting governance .
- Documented high engagement: Board-wide minimum 90% attendance; active committees with frequent meetings; presence on Executive Committee supports continuity between Board meetings .
- Compensation structure is largely fixed (cash retainer + common shares) with no performance-linked equity or change-of-control benefits, reducing pay-for-performance and entrenchment risks at the director level .
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Potential red flags and mitigants:
- Banking transactions and loans to directors exist in ordinary course (aggregate ~$25.1 million to directors/executive and associates), which can present perceived conflicts in a bank. Mitigated by Regulation O compliance, arm’s-length terms, Board approvals, and Audit Committee oversight of related party transactions .
- Nonprofit interlocks with Park-related donations to organizations where O’Neill serves (Licking County Foundation; Newark Campus Development Fund). Mitigated by explicit proxy disclosure that O’Neill receives no benefit from such donations .
- Split-dollar life insurance perquisite for certain directors (including O’Neill) adds non-cash benefits; amounts are modest and transparently disclosed; directors receive no change-of-control benefits .
- No formal director stock ownership guidelines, though directors’ average holdings materially exceed typical practice; hedging/derivatives prohibited and pre-approval required for any hedging .
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Compensation Committee independence and advisor:
- Compensation Committee (includes O’Neill) determined independent; uses Meridian Compensation Partners as independent advisor with documented independence assessment and no other services to Park in 2024/2025 .