Timothy McLain

About Timothy S. McLain

Timothy S. McLain (age 63) is an independent director of Park National Corporation, serving on Park’s board since January 2010, on Park National Bank’s board since January 2022, and previously on the Century National Bank Division advisory board since April 2007. A Certified Public Accountant since 1985, he brings deep tax and accounting expertise; he is currently a principal with Dark Horse CPAs (since January 2023) and was previously Vice President at McLain, Hill, Rugg & Associates, Inc. (1991–2022) . The Board has affirmatively determined he is independent under NYSE American and SEC rules .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. McLain in Park’s proxy .

Board Governance

• Current Committees: Audit Committee member; designated as an “audit committee financial expert” under SEC rules .
• Prior Committees: Served on Compensation Committee during FY2024 until April 22, 2024 .
• Independence: Board determined McLain is independent .
• Attendance: In FY2024, each incumbent director attended at least 90% of board and committee meetings; 12 of 13 directors attended the 2024 annual meeting. Independent directors hold executive sessions at least twice per year .
• Audit Committee cadence: Audit Committee met 10 times during FY2024, with responsibilities covering financial reporting, auditor oversight, internal audit, and related-person transaction procedures .

Fixed Compensation

Retainer structure (for non-employee directors covering Apr 23, 2024–Apr 28, 2025):

• Board member retainer (Park and Park National Bank): $40,000; Lead Director add’l: $25,000
• Committee Chairs: Audit $15,000; Compensation $10,000; Executive $25,000; Nominating $10,000; Risk $10,000; Trust $10,000
• Other Committee Members: Audit $7,500; Compensation $5,000; Executive $20,000; Nominating $5,000; Risk $5,000; Trust $5,000
• Annual retainer paid in shares: $40,000 aggregated grant-date fair value in Q4 2024; increases to $55,000 in Q4 2025 (directors)

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Certified Public Accountant since 1985; more than 39 years in public practice .
• Audit Committee Financial Expert designation per SEC rules .
• Tax, accounting, and financial expertise highlighted by Nominating Committee and Board evaluations .
• Risk oversight through Audit Committee responsibilities (financial reporting, internal controls, compliance, legal risk alongside Risk Committee) .

Equity Ownership

Park requires all directors to be shareholders but has no formal stock ownership guidelines for directors; the company notes high director holdings as a positive alignment culture .

Related-Party Transactions and Conflicts

• Banking relationships: Directors and officers (and affiliates) had ordinary-course banking transactions with Park National Bank in FY2024; loans are on market terms, present normal collectability risk, none past due/nonaccrual; aggregate principal balance for directors/executive group was ~$25.1 million at 12/31/2024 .
• Oversight: Related-person transactions are reviewed/approved per Audit Committee charter and Codes; loans to directors >$120,000 require Park and Park National Bank board approval; annual review; arm’s-length terms mandated .
• Director loan risk protocols: Directors must resign or take leave if loans are classified “doubtful/loss” or “substandard” respectively under regulatory standards .

Risk Policies and Indicators

• Hedging/derivatives: Park’s Insider Trading Policy prohibits hedging/monetization, short sales, and options/derivatives in Park stock; exceptions require CEO/CFO approval with written justification .
• Section 16 compliance: Park reports all required Section 16 filings were compliant in FY2024, with late filings noted for two directors (DeLawder and Ramser); no late filings reported for McLain .
• Say-on-pay support: 2024 advisory vote received ~97.5% “FOR”; indicates strong shareholder support for compensation governance framework .

Governance Assessment

• Strengths

  • Independence affirmed; strong financial expertise with Audit Committee Financial Expert designation improves audit oversight quality .
  • Compensation mix includes equity retainer with planned increase to $55,000, enhancing alignment without performance gaming risks typical of options .
  • No pledging disclosed for McLain; Park prohibits hedging/shorts/derivatives, supporting alignment and reducing speculative risk .
  • Robust related-party transaction controls and board approval for director loans; aggregate director/officer loans performing per original terms .

• Watch items

  • No formal director stock ownership guidelines; although culture emphasizes holdings, absence of formal requirements may reduce standardized alignment expectations .
  • Ordinary-course banking relationships require continued scrutiny; Park’s policies and Regulation O processes mitigate risk, but ongoing monitoring is prudent .

• Overall signal for investor confidence: Positive—experienced independent director with deep CPA credentials and active Audit Committee role; compensation and trading policies are conservative; related-party exposures appear well controlled under formal governance protocols .