William Englefield IV

About F. William (“Bill”) Englefield IV

Independent director of Park National Corporation (PRK) since February 2005 and director of Park National Bank since April 1993; age 70. He is President of Englefield, Inc. (petroleum retail/wholesale, convenience stores, restaurants) since January 1989, bringing multi-decade operating and retail discipline to the board. Currently Chair of the Compensation Committee and member of the Executive Committee; the board has determined he is independent under NYSE American and SEC rules. Attendance: each incumbent director attended at least 90% of board and applicable committee meetings in 2024; the board met 5 times and independent director executive sessions are held regularly (not less than twice per year).

Past Roles

External Roles

• No current public company directorships disclosed for Englefield; biography lists President of Englefield, Inc. (private company).

Board Governance

Fixed Compensation

Director retainer framework (for context):

• Annual cash retainers (examples): Board member retainer $40,000; Committee chair retainers: Audit $15,000, Compensation $10,000, Executive $25,000, Nominating $10,000, Risk $10,000; Executive Committee member retainer $20,000; other committee member retainers vary by committee. Equity retainer for non-employee directors was $40,000 (grant-date fair value) in Q4’24 and is scheduled to increase to $55,000 in Q4’25.

Performance Compensation

• Non-employee director equity is a retainer in the form of common shares under the 2017 Non-Employee Directors LTIP (not performance-based). 2024 grant valued at $40,156 using $166.62 closing price on Oct 25, 2024; grant date Oct 28, 2024. No director change-in-control benefits.

Other Directorships & Interlocks

• Compensation Committee interlocks: none. During 2024 and through the proxy date, no PRK executive officer served on the board/compensation committee of another entity whose executive served on PRK’s board/compensation committee. All Compensation Committee members are independent and not current/past employees of PRK or its subsidiaries.
• No other public company boards disclosed for Englefield.

Expertise & Qualifications

• Nominating Committee/Board view: more than 36 years leading a growing private operating company, with responsibility across management and financial functions; provides important retail perspective and demonstrated operational experience.
• Board skills matrix indicates breadth across executive experience, risk oversight, financial expertise, human capital management, and strategic planning among directors; Englefield identified as independent.

Equity Ownership

Related-Party/Conflict Review

• Ordinary-course banking: Directors and related entities may have deposit/wealth management services and loans with Park National Bank on terms substantially similar to non-affiliates; all loans are subject to Regulation O, Park’s underwriting, and present no unusual risk/unfavorable features; aggregate principal balance for directors and one other executive officer/associates was ~$25.1 million at 12/31/24, all performing.
• Compensation Committee members (including Englefield) and their affiliates had ordinary-course banking relationships; any such loans were on market terms with no unfavorable features.
• Split-dollar life insurance: Englefield is party to a split-dollar agreement; beneficiary receives up to the lesser of $100,000 or the policy “Net at Risk Amount” at death; PRK’s bank owns the policy and receives remaining proceeds.

Say-on-Pay & Shareholder Feedback (Context for Comp Committee Chair)

• 2024 say-on-pay approval: ~97.5% “FOR” at the 2024 annual meeting; committee uses Meridian Compensation Partners as independent adviser; independence reviewed annually and no conflicts found.

Governance Assessment

• Positives

  • Independent director; Chair of Compensation Committee with formal charter, independent consultant (Meridian), and regular cadence (5 meetings in 2024).
  • Strong engagement: board met 5x; incumbents ≥90% attendance; independent sessions regular.
  • Ownership alignment: 8,854 shares; no pledges disclosed; hedging/short-sale restrictions in place; directors must be shareholders.
  • Director equity component increasing to $55,000 (grant-date fair value) in 2025, modestly improving equity mix.
  • No change-in-control benefits for non-employee directors.
  • Compensation Committee interlocks: none disclosed.

• Watch items

  • A large portion of his reported holdings (6,777 shares) are in an agency account where the bank has voting power, modestly diluting direct voting alignment on those shares.
  • Board has no minimum director ownership requirement (beyond being a shareholder), which some investors view as a weaker alignment standard.
  • Ordinary-course banking relationships exist for directors and affiliates; while overseen under robust policies and Reg O, investors should monitor for any expansions in related exposure.

• Overall view: Englefield brings deep operating experience and leads a well-structured, independent Compensation Committee with strong say-on-pay outcomes, while ownership alignment is good but could be strengthened by a formal director ownership guideline and greater directly-voted share balance.