JASON N. JUDD (age 45)46)has served as a Park director since January 2019 and as a member of the Board of Directors of Park National Bank since January 2019. Mr. Judd serves as a member of the Audit Committee of the Park Board of Directors. Mr. Judd has served as Senior Vice President, Chief Financial Officer and Treasurer of Express, Inc., a multichannel apparel and accessories brand, since April 2022. Prior thereto, Mr. Judd had served as Senior Vice President of Corporate Finance and Treasurer of Big Lots, Inc., a discount retailer, sincefrom October 2019.2019 to April 2022. Before joining Big Lots, Inc., Mr. Judd served as Chief Financial Officer and Senior Vice President from February 2016 to
October 2019, and as Chief Financial Officer and Vice President from July 2015 to February 2016, of Justice, New Albany, Ohio, a retail fashion company within the Ascena Retail Group. Prior to that, Mr. Judd served as Associate Vice President of Finance of Victoria’s Secret Stores, Columbus, Ohio, a retail fashion company specializing in women’s apparel, from June 2011 to May 2015.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Mr. Judd has developed through more than 1718 years serving in financial leadership roles for public companies, including his experience in customer engagement, customer analytics, productivity analysis, financial performance and risk management and his experience in capital markets and mergers and acquisitions allow him to provide a strong understanding of customer-focused financial performance and financial and risk management leadership to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Mr. Judd should continue as a Park director.
DAVID L. TRAUTMAN (age 60)61) has served as a Park director since January 2005 and as a member of the Board of Directors of Park National Bank since February 2002. Mr. Trautman serves as Vice Chair of the Executive Committee of the Park Board of Directors. Mr. Trautman has served as Chairman of the Board of Park since May 2019 and as Chief Executive Officer of Park since January 2014. He also served as President of Park from January 2005 through April 2019 and as Secretary of Park from July 2002 to December 2013. Mr. Trautman has served as Chairman of the Board of Park National Bank since May 2019 and as Chief Executive Officer of Park National Bank since January 2014. He also served as President of Park National Bank from January 2005 through April 2019. Prior to January 2005, Mr. Trautman served in executive positions with Park National Bank and the then – First-Knox National Bank Division for over ten years.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Mr. Trautman has developed through more than 3839 years of experience in banking, including most recently as Chairman of the Board and Chief Executive Officer of Park and Park National Bank, allow him to provide technical banking knowledge, community perspective and financial leadership to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Mr. Trautman should continue as a Park director.
LEON ZAZWORSKY (age 73)74) has served as a Park director since November 2003 and as a member of the Board of Directors of Park National Bank since December 1991. Mr. Zazworsky was appointed as the Lead Director of Park in January 2012. He serves as the Chair of the Risk Committee and as a member of each of the Compensation Committee, the Executive Committee and the Nominating Committee of the Park Board of Directors. Mr. Zazworsky has served as President/Owner of Mid State Systems, Inc., Hebron, Ohio, a transportation and distribution company, since April1979. Mr. Zazworsky has also served as President/Owner of Mid State Warehouses, Inc., Hebron, Ohio, a warehousing and distribution company, since November1987. In addition, Mr. Zazworsky has served as President/Owner of Dalmatian Transportation, Ltd., Hebron, Ohio, a transportation company, since March2006.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Mr. Zazworsky has developed through more than 4243 years of successful private business ownership – managing people, budgets, sales and finances through varying economic conditions in a highly competitive and regulated industry – allow him to provide leadership experience and business expertise to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Mr. Zazworsky should continue as a Park director.
Directors Continuing in Office (Terms to Expire at the 2025 Annual Meeting)
13
DONNA M. ALVARADO (age 74) has served as a Park director since April 2013 and as a member of the Board of Directors of Park National Bank since October 1991. Ms. Alvarado serves as Chair of the Nominating Committee and as a member of each of the Executive Committee and the Risk Committee of the Park Board of Directors. Ms. Alvarado has served as President of Aguila International, Granville, Ohio, an international business consulting firm that specializes in human resources and leadership development, since January 1994. She has served on the Board of Directors of CSX Corporation, a publicly-traded provider of rail and other transportation services, since December 2006 and of CoreCivic, Inc. (formerly known as Corrections Corporation of America), a publicly-traded owner and operator of privatized correctional and detention facilities, since December 2003.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Ms. Alvarado has developed through her more than 31 years of service as a director of Park and Park National Bank, combined with her understanding of government through her public sector experience, her experience as a public company director, her human resources and leadership development expertise and her civic and community involvement, allow her to provide a valued perspective on business, federal and state government regulatory oversight and corporate governance issues to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Ms. Alvarado should continue as a Park director.
FREDERIC M. BERTLEY, Ph.D. (age 52) has served as a Park director since September 2021 and as a member of the Board of Directors of Park National Bank since September 2021. Dr. Bertley serves as a member of the Risk Committee of the Park Board of Directors. Dr. Bertley has served as the President and Chief Executive Officer of the Center of Science and Industry (“COSI”) in Columbus, Ohio since January 2017. Before joining COSI, Dr. Bertley served as the Senior Vice President for Science and Education at The Franklin Institute, located in Philadelphia, Pennsylvania, from January 2008 to December 2016.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Dr. Bertley has developed through his 22 years of medical training and research, his community leadership and his ability to lead COSI successfully through the COVID-19 pandemic allow him to provide invaluable perspective and insight to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Dr. Bertley should continue as a Park director.
STEPHEN J. KAMBEITZ (age 64) has served as a Park director since January 2010 and as a member of the Board of Directors of Park National Bank since January 2010. Mr. Kambeitz serves as Chair of the Audit Committee and as a member of each of the Compensation Committee and the Risk Committee of the Park Board of Directors. Mr. Kambeitz is currently a private investor. Mr. Kambeitz served as President of R.C. Olmstead, Inc., Dublin, Ohio, a software development company, from June 2008 until that company was acquired in March 2016. He had also served as Chief Financial Officer of R.C. Olmstead, Inc. from June 2001 to March 2016.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Mr. Kambeitz has developed through more than 40years of executive sales and financial management, team building and restructuring and SEC reporting and public accounting experience, including working in the financial services industry through the savings and loan challenges in the 1980s, allow him to provide a valuable perspective on operating a financial services institution to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Mr. Kambeitz should continue as a Park director.
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TIMOTHY S. McLAIN (age 61) has served as a Park director since January 2010, as a member of the Board of Directors of Park National Bank since January 2022 and as a member of the advisory board of directors of the Century National Bank Division (now part of the East Division) of Park National Bank since April 2007. Mr. McLain serves as a member of each of the Audit Committee and the Compensation Committee of the Park Board of Directors. Since January 2023, Mr. McLain has served as a principal with Dark Horse CPAs, a firm which provides tax and accounting services. Prior thereto, Mr. McLain served as Vice President of McLain, Hill, Rugg & Associates, Inc., a firm which provides tax and accounting services, from December 1991 to December 2022. Mr. McLain has been a Certified Public Accountant since 1985.The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Mr. McLain has developed through more than 37 years as a Certified Public Accountant in public practice allow him to provide tax, accounting and financial expertise to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Mr. McLain should continue as a Park director.
MARK R. RAMSER (age 68) has served as a director of Park since January 2019, as a member of the Board of Directors of Park National Bank since January 2022 and as a member of the advisory board of directors of the First-Knox National Bank Division (now part of the North Central Division) of Park National Bank since January 1997. Mr. Ramser serves as a member of the Risk Committee of the Park Board of Directors. Mr. Ramser has served as President of Ohio Cumberland Gas Company, Mount Vernon, Ohio, a privately-owned natural gas public utility operating in parts of seven counties in Central Ohio, since January 1987. Over the past 40 years, Mr. Ramser has owned and operated several small companies engaged in providing natural gas public utilities, over 200 oil and gas wells and more than 40 commercial real estate spaces.
The Nominating Committee and the full Board of Directors believe that the attributes, skills and qualifications Mr. Ramser has developed through more than 40 years of experience in leading, owning and operating natural gas public utility companies and his over 26 years of experience as a member of the advisory board of directors of the First-Knox National Bank Division/North Central Division of Park National Bank allow him to provide leadership and management expertise and valuable insight into the corporate governance issues faced by Park National Bank’s divisions to the Park Board of Directors. The Nominating Committee and the full Board of Directors believe that Mr. Ramser should continue as a Park director. BENEFICIAL OWNERSHIP OF PARK COMMON SHARES
The following table furnishes information regarding the beneficial ownership of Park common shares, as of February 28, 202227, 2023 (unless otherwise noted), for each of the Park directors (including those nominated for election at the Annual Meeting), each of the individuals named in the Summary Compensation Table for 2021,2022, all current directors and executive officers of Park as a group and each person known by Park to beneficially own more than 5% of Park’sthe outstanding Park common shares:
| | | | Beneficial Ownership
| | | | |
| Beneficial Ownership |
| | |
Name and Address(1) | | | Amount and Nature(1) | | | PercentagePercent of Class(2)
| |
| BlackRock, Inc.
55 East 52nd Street
New York, NY 10055(3)
| 2,338,624 | | 2,276,568
| | | [•●]% | |
| Trust department of Park National Bank
50 North Third Street
Newark, OH 43055(4)
| 1,567,172 | | 1,605,010
| | | [•●]% | |
| The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355(5)
| 1,628,140 | | 1,544,585
| | | [•●]% | |
| Donna M. Alvarado | 7,550 | | 7,253
| | | * | |
| Frederic M. Bertley, Ph.D.(6) | 780 | | 483
| | | * | |
| C. Daniel DeLawder(7)(8) | 145,717 | | 142,287
| | | * | |
| F. William Englefield IV(9)(8) | 8,831 | | 8,534
| | | * | |
| Alicia J. Hupp | 3,423 | | 3,126
| | | * | |
| Jason N. Judd(10)(9) | 1,667 | | 1,370
| | | * | |
| Stephen J. Kambeitz(11)(10) | 4,855 | | 4,558
| | | * | |
| Timothy S. McLain(12)(11) | 4,077 | | 3,780
| | | * | |
| D. Byrd Miller III | 2,441 | | 2,144
| | | * | |
| Matthew R. Miller(7)(12)(13) | 9,575 | | 8,011
| | | * | |
| Robert E. O’Neill(14) | 24,240 | | 23,369
| | | * | |
| Mark R. Ramser(15) | 80,042 | | 79,905
| | | * | |
| David L. Trautman(7)(12)(16) | 71,066 | | 68,345
| | | * | |
| Leon Zazworsky(17) | 48,661 | | 48,274
| | | * | |
| Brady T. Burt(7)(12)(18) | 14,047 | | 11,926
| | | * | |
|
|
|
All current directors and executive officers as a group (15 persons)(19) | 426,972 | | 413,365
| | | [•●]% | |
(1)
| Unless otherwise indicated in the footnotes to this table, each beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table for such beneficial owner. All fractional common shares have been rounded to the nearest whole common share. The mailing address of each of the directors and executive officers of Park is 50 North Third Street, Post Office Box 3500, Newark, Ohio 43058-3500. |
(2)
| The “Percent of Class” computation is based upon [•] common shares outstanding on February 28, 2022.
|
(3)
| Based on information contained in a Schedule 13G/A, dated January 27, 2022 and filed with the SEC on that same day, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management (Australia) Limited; BlackRock Fund Advisors; BlackRock Asset Management Ireland Limited; BlackRock Institutional Trust Company, National Association; BlackRock Financial Management, Inc.; BlackRock Fund Managers Ltd.; BlackRock Asset Management Schweiz AG; and BlackRock Investment Management, LLC) of common shares of Park as of December 31, 2021, and consequently, the beneficial ownership of BlackRock, Inc. may have changed prior to the printing of this proxy statement. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 2,245,590 common shares and sole investment power as to 2,276,568 common shares. The Schedule 13G/A also reported that BlackRock Fund Advisors beneficially owned 5% or greater of Park’s outstanding common shares. |
________________________
*Less than 1%
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(1) Unless otherwise indicated in the footnotes to this table, each beneficial owner has sole voting and investment power with respect to all of the common shares reflected in the table for such beneficial owner. All fractional common shares have been rounded to the nearest whole common share. The mailing address of each of the directors and executive officers of Park is 50 North Third Street, Post Office Box 3500, Newark, Ohio 43058-3500.(2) The “Percent of Class” computation is based upon [●] common shares outstanding on February 27, 2023.
(3) Based on information contained in a Schedule 13G/A, dated January 23, 2023, and filed with the SEC on that same day, on behalf of BlackRock, Inc., to report the beneficial ownership by its subsidiaries (BlackRock Advisors, LLC; Aperio Group, LLC; BlackRock (Netherlands) B.V.; BlackRock Fund Advisors; BlackRock Institutional Trust Company, National Association; BlackRock Asset Management Ireland Limited; BlackRock Financial Management, Inc.; BlackRock Asset Management Schweiz AG; BlackRock Investment Management, LLC; BlackRock Investment Management (UK) Limited; BlackRock Asset Management Canada Limited; BlackRock Investment Management, (Australia) Limited; and BlackRock Fund Managers Ltd.) of common shares of Park as of December 31, 2022, and consequently, the beneficial ownership of BlackRock, Inc. may have changed prior to the printing of this proxy statement. The Schedule 13G/A reported that BlackRock, Inc., through its subsidiaries, had sole voting power as to 2,306,984 common shares and sole investment power as to 2,338,624 common shares. The Schedule 13G/A also reported that BlackRock Fund Advisors beneficially owned 5% or greater of Park’s outstanding common shares.
(4) The trust department of Park National Bank beneficially owns 1,567,172 common shares, with sole voting power as to 1,567,172 common shares and sole investment power as to 412,423 common shares. The officers and directors of Park National Bank and the officers and directors of Park disclaim beneficial ownership of the common shares beneficially owned by the trust department of Park National Bank. The number shown does not include 1,168,175 common shares held of record by the trust department of Park National Bank as to which the trust department has no voting or investment power.
(5) Based on information contained in a Schedule 13G/A dated February 10, 2023, and filed by The Vanguard Group with the SEC on that same day, to report beneficial ownership of common shares of Park as of January 31, 2023, and consequently, the beneficial ownership of The Vanguard Group may have changed prior to the printing of this proxy statement. The Schedule 13G/A reported that The Vanguard Group had shared voting power as to 10,281 common shares, sole investment power as to 1,604,837 common shares and shared investment power as to 23,303 common shares.
(6) The number shown includes 33 common shares held in a managing agency account with the trust department of Park National Bank as to which common shares the trust department of Park National Bank has sole voting power and Dr. Bertley has sole investment power.
(7) The number shown includes: (i) 27,642 common shares held for the account of Mr. DeLawder in the Park KSOP; and (ii) 50,232 common shares held in an account for the benefit of the wife of Mr. DeLawder as to which she has sole voting and investment power and Mr. DeLawder disclaims beneficial ownership. As of February 27, 2023, 55,280 common shares held by Mr. DeLawder and 50,148 common shares held by the wife of Mr. DeLawder were pledged as security to a financial institution, which is not affiliated with Park, in connection with a personal loan.
(4)
| The trust department of Park National Bank beneficially owns 1,605,010 common shares, with sole voting power as to 1,575,747 common shares and sole investment power as to 443,710 common shares. The officers and directors of Park National Bank and the officers and directors of Park disclaim beneficial ownership of the common shares beneficially owned by the trust department of Park National Bank. The number shown does not include 1,132,607 common shares held of record by the trust department of Park National Bank as to which the trust department has no voting or investment power. |
(5)
| Based on information contained in a Schedule 13G/A dated February 9, 2022, and filed by The Vanguard Group with the SEC on February 10, 2022, to report beneficial ownership of common shares of Park as of December 31, 2021, and consequently, the beneficial ownership of The Vanguard Group may have changed prior to this printing of this proxy statement. The Schedule 13G/A reported that The Vanguard Group had shared voting power as to 12,295 common shares, sole investment power as to 1,520,773 common shares and shared investment power as to 23,812 common shares. |
(6)
| The number shown includes 33 common shares held in a managing agency account with the trust department of Park National Bank as to which common shares the trust department of Park National Bank has sole voting and investment power. |
(7)
| Individual named in Summary Compensation Table for 2021. Messrs. DeLawder, Miller and Trautman are also directors of Park. |
(8)
| The number shown includes: (i) 27,348 common shares held for the account of Mr. DeLawder in the Park KSOP; and (ii) 50,232 common shares held in an account for the benefit of the wife of Mr. DeLawder as to which she has sole voting and investment power and Mr. DeLawder disclaims beneficial ownership. As of February 28, 2022, 55,280 common shares held by Mr. DeLawder and 50,148 common shares held by the wife of Mr. DeLawder were pledged as security to a financial institution, which is not affiliated with Park, in connection with a personal loan. |
(9)
| The number shown includes: (i) 5,811 common shares held in a managing agency account with the trust department of Park National Bank as to which common shares the trust department of Park National Bank and Mr. Englefield share voting power and Mr. Englefield has investment power; (ii) 273 common shares held by Mr. Englefield in an individual retirement account with a brokerage firm; (iii) 1,590 common shares held in a cash management account by a brokerage firm as custodian for Mr. Englefield; and (iv) 860 common shares held in a trust with a brokerage firm for the benefit of members of Mr. Englefield’s immediate family, as to which trust Mr. Englefield serves as the trustee with voting power and investment power. |
(10)
| The number shown includes 1,370 common shares held jointly by Mr. Judd and his wife as to which he shares voting and investment power. |
(11)
| The number shown includes 250 common shares held by Mr. Kambeitz in an individual retirement account with a brokerage firm. |
(12)
| The number shown includes 3,780 common shares held jointly by Mr. McLain and his wife as to which he shares voting and investment power. |
(13)
| The number shown includes: (i) 4,026 common shares held for the account of Mr. Miller in the Park KSOP; (ii) 55318
(8) The number shown includes: (i) 6,108 common shares held in a managing agency account with the trust department of Park National Bank as to which common shares the trust department of Park National Bank and Mr. Englefield share voting power and Mr. Englefield has investment power; (ii) 273 common shares held by Mr. Englefield in an individual retirement account with a brokerage firm; (iii) 1,590 common shares held in a cash management account by a brokerage firm as custodian for Mr. Englefield; and (iv) 860 common shares held in a trust with a brokerage firm for the benefit of members of Mr. Englefield’s immediate family, as to which trust Mr. Englefield serves as the trustee with voting power and investment power. (9) The number shown includes 1,667 common shares held jointly by Mr. Judd and his wife as to which he shares voting and investment power. (10) The number shown includes 250 common shares held by Mr. Kambeitz in an individual retirement account with a brokerage firm. (11) The number shown includes 4,077 common shares held jointly by Mr. McLain and his wife as to which he shares voting and investment power. (12) Individual named in Summary Compensation Table for 2022. Messrs. Miller and Trautman are also directors of Park. (13) The number shown includes: (i) 4,416 common shares held for the account of Mr. Miller in the Park KSOP; (ii) 627 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2022; (iii) 640 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2023; (iv) 1,042 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 29, 2024; (v) 1,279 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 27, 2025; and (vi) 471 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2026. As of February 28, 2022, 1,584 common shares held by Mr. Miller were pledged as security to a financial institution, which is not affiliated with Park, in connection with a personal line of credit. |
(14)
| The number shown includes: (i) 500 common shares held by the wife of Mr. O’Neill in a managing agency account with the trust department of Park National Bank as to which she has sole investment power, the trust department of Park National Bank has voting power and Mr. O’Neill disclaims beneficial ownership; and (ii) an aggregate of 2,000 common shares held by two trusts established for the benefit of Mr. O’Neill’s two children as to which the trust department of Park National Bank has sole voting and investment power and Mr. O’Neill disclaims beneficial ownership. The number shown also includes 5,000 common shares held by Southgate Company Limited Partnership. Mr. O’Neill is President of Southgate Corporation, which corporation is the general partner of Southgate Company Limited Partnership, and in such capacity as President, he may be deemed to indirectly exercise voting power and investment power over the common shares held by Southgate Company Limited Partnership. Mr. O’Neill disclaims beneficial ownership of the common shares held by Southgate Company Limited Partnership except to the extent of his pecuniary interest therein. The number shown does not include (x) an aggregate of 902 common shares held in two educational trust accounts established by Mr. Robert E. O’Neill’s father (John J. O’Neill) for the benefit of his grandchildren for which Park National Bank’s trust department serves as co-trustee with Mr. Robert E. O’Neill and as to which common shares the trust department has voting power and investment power but would request input from Mr. Robert E. O’Neill prior to making investment decisions with respect to these common shares; and (y) 2,000 common shares held by the trust department of Park National Bank for The O’Neill Foundation, an Ohio nonprofit corporation managed by Mr. O’Neill’s wife and two adult children, and as to which common shares Mr. O’Neill has no voting power or investment power. |
(15)
| The number shown includes: (i) an aggregate of 7,572 common shares held by Mr. Ramser in two individual retirement accounts with Park National Bank; (ii) 15,529 common shares held by the wife of Mr. Ramser as to which she has sole voting and investment power and Mr. Ramser disclaims beneficial ownership; (iii) an aggregate of 8,500 common shares held by three trusts established for the benefit of Mr. Ramser’s three children for which Mr. Ramser serves as trustee and as to which Mr. Ramser disclaims beneficial ownership; (iv) 3,421 common shares held by Ramser FLP Inc. of which Mr. Ramser owns 50% of the equity interests and Mr. Ramser disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein; (v) 25,416 common shares held by Ramser FLP Ltd. of which Mr. Ramser owns 47.5% of the equity interests and Mr. Ramser disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein; and (vi) 15,453 common shares held by Ramser Arboretum over which Mr. Ramser shares voting and investment power in his capacity as Secretary and Treasurer and as to which Mr. Ramser disclaims beneficial ownership.
|
(16)
| The number shown includes: (i) 16,719 common shares held for the account of Mr. Trautman in the Park KSOP; (ii) 13,230 common shares held by the wife of Mr. Trautman as to which she has sole voting and investment power and Mr. Trautman disclaims beneficial ownership; (iii) 822 common shares held in a rollover plan as to which the wife of Mr. Trautman has sole investment power, the trust department of Park National Bank has voting power and Mr. Trautman disclaims beneficial ownership; (iv) 346 common shares held in an inherited IRA for the benefit of the wife of Mr. Trautman as to which she has sole investment power, the trust department of Park National Bank has voting power and Mr. Trautman disclaims beneficial ownership; (v) 1,891 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until |
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March 31, 2022;2023; (iii) 861 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 29, 2024; (iv) 1,277 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 27, 2025; (v) 1,040 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2026; and (vi) 1,8751,075 common shares as to which Mr. Miller has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Miller until March 31, 2027. As of February 27, 2023, 1,584 common shares held by Mr. Miller were pledged as security to a financial institution, which is not affiliated with Park, in connection with a personal line of credit.
(14) The number shown includes: (i) 500 common shares held by the wife of Mr. O’Neill in a managing agency account with the trust department of Park National Bank as to which she has sole investment power, the trust department of Park National Bank has voting power and Mr. O’Neill disclaims beneficial ownership; and (ii) an aggregate of 2,000common shares held by two trusts established for the benefit of Mr. O’Neill’s two children as to which the trust department of Park National Bank has sole voting and investment power and Mr. O’Neill disclaims beneficial ownership. The number shown also includes 5,000 common shares held by Southgate Company Limited Partnership. Mr. O’Neill is President of Southgate Corporation, which corporation is the general partner of Southgate Company Limited Partnership, and in such capacity as President, he may be deemed to indirectly exercise voting power and investment power over the common shares held by Southgate Company Limited Partnership. Mr. O’Neill disclaims beneficial ownership of the common shares held by Southgate Company Limited Partnership except to the extent of his pecuniary interest therein. The number shown does not include
(x) an aggregate of 902 common shares held in two educational trust accounts established by Robert E. O’Neill’s father (John J. O’Neill) for the benefit of his grandchildren for which Park National Bank’s trust department serves as co-trustee with Robert E. O’Neilland as to which common shares the trust department has voting power and investment power but would request input from Robert E. O’Neill prior to making investment decisions with respect to these common shares; and (y) 2,000 common shares held by the trust department of Park National Bank for The O’Neill Foundation, an Ohio nonprofit corporation managed by Mr. O’Neill’s wife and two adult children, and as to which common shares Mr. O’Neill has no voting power or investment power.
(15) The number shown includes: (i) an aggregate of 7,657 common shares held by Mr. Ramser in two individual retirement accounts with Park National Bank; (ii) 15,675 common shares held by the wife of Mr. Ramser as to which she has sole voting and investment power and Mr. Ramser disclaims beneficial ownership; (iii) an aggregate of 7,922common shares held by three trusts established for the benefit of Mr. Ramser’s three children for which Mr. Ramser serves as trustee and as to which Mr. Ramser disclaims beneficial ownership; (iv) 3,421 common shares held by Ramser FLP Inc. of which Mr. Ramser owns 50% of the equity interests and Mr. Ramser disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein; (v) 25,416 common shares held by Ramser FLP Ltd. of which Mr. Ramser owns 47.5% of the equity interests and Mr. Ramser disclaims beneficial ownership of such common shares except to the extent of his pecuniary interest therein; and (vi) 15,453 common shares held by Ramser Arboretum over which Mr. Ramser shares voting and investment power in his capacity as Secretary and Treasurer and as to which Mr. Ramser disclaims beneficial ownership.
(16) The number shown includes: (i) 17,549 common shares held for the account of Mr. Trautman in the Park KSOP; (ii) 13,230 common shares held by the wife of Mr. Trautman as to which she has sole voting and investment power and Mr. Trautman disclaims beneficial ownership; (iii) 822 common shares held in a rollover plan as to which the wife of Mr. Trautman has sole investment power, the trust department of Park National Bank has voting power and Mr. Trautman disclaims beneficial ownership; (iv) 346 common shares held in an inherited IRA for the benefit of the wife of Mr. Trautman as to which she has sole investment power, the trust department of Park National Bank has voting power and Mr. Trautman disclaims beneficial ownership; (v) 1,909 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until March 31, 2023; (vii) 2,389(vi) 2,127 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until March 29, 2024; (viii) 2,283(vii) 2,336 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until March 27, 2025; and (ix) 925(viii) 2,067 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until March 31, 2026.2026; and (ix) 1,890 common shares as to which Mr. Trautman has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Trautman until March 31, 2027. As of February 28, 2022,27, 2023, 27,865 common shares held by Mr. Trautman and 13,230 common shares held by the wife of Mr. Trautman were pledged as security to a financial institution which is not affiliated with Park, in connection with a personal loan.
(17)
| The number shown includes 100 common shares held by the wife of Mr. Zazworsky in a brokerage account as to which she has sole voting and investment power and Mr. Zazworsky disclaims beneficial ownership. The number shown does not include 10 common shares held by an investment club of which Mr. Zazworsky is a member. Mr. Zazworsky disclaims beneficial ownership of these 10 common shares because the voting power and the investment power with respect to these common shares are subject to collective action by the members of the investment club. |
(18)
| The number shown includes: (i) 6,697 common shares held for the account of Mr. Burt in the Park KSOP; (ii) 709 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2022; (iii) 938 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2023; (iv) 1,673 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 29, 2024; (v) 1,413 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 27, 2025; and (vi) 497 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2026. As of February 28, 2022, 3,445 common shares held by Mr. Burt were pledged as security to a financial institution which is not affiliated with Park, in connection with a personal line of credit. |
(19)
| See Notes (6) and (8) through (18) above. |
(17) The number shown includes 100 common shares held by the wife of Mr. Zazworsky in a brokerage account as to which she has sole voting and investment power and Mr. Zazworsky disclaims beneficial ownership. The number shown does not include 10 common shares held by an investment club
of which Mr. Zazworsky is a member. Mr. Zazworsky disclaims beneficial ownership of these 10 common shares because the voting power and the investment power with respect to these common shares are subject to collective action by the members of the investment club.
(18) The number shown includes: (i) 7,157 common shares held for the account of Mr. Burt in the Park KSOP; (ii) 834 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2023; (iii) 1,303 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 29, 2024; (iv) 1,635 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 27, 2025; (v) 1,111 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2026; and (vi) 1,661 common shares as to which Mr. Burt has voting power and the right to receive dividends but which common shares may not be sold, transferred, assigned or otherwise disposed of by Mr. Burt until March 31, 2027. As of February 27, 2023, 3,445 common shares held by Mr. Burt were pledged as security to a financial institution which is not affiliated with Park, in connection with a personal line of credit.Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires that Park’s directors and executive officers and greater-than-10% beneficial owners of Park’s outstanding common shares file reports with the SEC reporting their initial beneficial ownership of common shares and any subsequent changes in their beneficial ownership. Specific due dates for such reports have been established by the SEC and Park is required to disclose in this proxy statement any late report or known failure to file a required report. To Park’s knowledge, based solely on a review of the copies of the reports and amendments thereto filed electronically with the SEC and written representations that no other reports were required, Park believes that, during the 2022 fiscal year, all Section 16(a) filing requirements applicable to Park’s directors and executive officers and greater-than-10% beneficial owners of Park’s outstanding common shares were complied with, with the exception of one Form 3 representing the initial filing for D. Byrd Miller III, a Park director, that was filed late as a result of delays experienced in the application process for his Central Index Key (CIK) number.
Code of Business Conduct and Ethics In accordance with the applicable sections of the NYSE American Company Guide (the “NYSE American Rules”) and applicable SEC rules, the Park Board of Directors has adopted the Code of Business Conduct and Ethics, which applies to the directors, officers and employees of Park and of ourPark’s subsidiaries. The Code of Business Conduct and Ethics is intended to set forth Park’s expectations for the conduct of ethical business practices by the officers, directors, employees and agents of Park and of ourPark’s subsidiaries, to promote advance disclosure and review of potential conflicts of interest and similar matters, to protect and encourage the reporting of questionable behavior, to foster an atmosphere of self-awareness and prudent conduct and to discipline appropriately those who engage in improper conduct. The Code of Business Conduct and Ethics is posted on the “Corporate Information – Governance Documents” section of the “Investor Relations” page of Park’s Internet website at www.investor.parknationalcorp.com.
Park Improvement Line/Online Reporting
Park has implemented a “whistleblower” hotline called the “PRK“Park Improvement Line.” The PRKPark Improvement Line number is (800) 418-6423, Ext. PRK (775). Calls that relate to accounting, internal accounting controls or auditing matters or that relate to possible wrongdoing by employees of Park or one of ourPark’s subsidiaries can be made anonymously through this hotline. An additional method of reporting anonymously is online via www.securityvoice.com/reports. The calls and e-mails are received by an independent third-party service and the information received is forwarded directly to the Chair of the Audit Committee and the head of Park’s Internal Audit Department.
Corporate Governance Guidelines Upon the recommendation of the Nominating Committee, the Park Board of Directors has adopted Corporate Governance Guidelines to promote the effective functioning of the Board of Directors and its committees and to reflect Park’s commitment to high standards of corporate governance. The Corporate Governance Guidelines are included as Exhibit A to the charter of the Nominating Committee, which is posted on the “Corporate Information – Governance Documents” section of the “Investor Relations” page of Park’s website at www.investor.parknationalcorp.com.
Independence of Directors Applicable NYSE American Rules require that a majority of the members of the Park Board of Directors be independent directors. The definition of independence for purposes of the NYSE American Rules includes a series of objective tests, which Park has used in determining whether the members of the Park Board of Directors as well as the members of Park’s Compensation Committee are independent. In addition, a member of Park’s Audit Committee will not be considered to be independent under the applicable NYSE American Rules if he or he/she (i) does not satisfy the independence standards in Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or (ii) has participated in the preparation of the financial statements of Park or any of ourPark’s current subsidiaries at any time during the past three years.
In making determinations as to the independence of (i) the current directors of Park, and (ii) Julia A. Sloat, the Former Director, consistent with the definitions of an “independent director” in the applicable NYSE American Rules, the Park Board of Directors reviewed, considered and discussed:
•the relevant facts and circumstances of the relationships, whether direct or indirect and whether employment, commercial, industrial, banking, consulting, legal, accounting, charitable, familial or otherwise, between Park and/or any of ourPark’s subsidiaries (including their divisions) and (i) each current Park director (and the immediate family members of each current Park director) or (ii) the Former Director (and the immediate family members of the Former Director), in each case since January 1, 2019;2020;
•the compensation and other payments (including payments made in the ordinary course of providing business services) that (i) each current Park director (and the immediate family members of each current Park director) or (ii) the Former Director (and the immediate family members of the Former Director):
•has, directly or indirectly, received from or made to Park and/or any of ourPark’s subsidiaries (including their divisions) since January 1, 2019;2020; or