Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.
Each company listed discloses OVBC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named OVBC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Larry Miller II | $392,169 | $100,444 | $0 | $0 | $0 | $171,652 | $37,742 | $702,007 |
| President and Chief Executive Officer | ||||||||
| Thomas Wiseman | 285,041 | 0 | 0 | 0 | 0 | 85,324 | 248,307 | 618,672 |
| Chairman of the Board | ||||||||
| Scott Shockey | 232,802 | 48,180 | 0 | 0 | 0 | 125,795 | 27,009 | 433,786 |
| Senior Vice President and Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Larry Miller II | $702,007 | — | — | — |
| Thomas Wiseman | 618,672 | — | — | — |
| Scott Shockey | 433,786 | — | — | — |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Anna P. Barnitz | Director | 2026-05-12 | A | 32.72 | $46 | $1,500 | Common | Form 4 ↗ |
| Anna P. Barnitz | Director | 2026-05-12 | A | 0.21 | 46 | 10 | Common | Form 4 ↗ |
| Seth I. Michael | Director | 2026-05-12 | A | 65.45 | 46 | 3,000 | Common | Form 4 ↗ |
| Anna P. Barnitz | Director | 2026-05-12 | A | 0.21 | 46 | 10 | Common | Form 4 ↗ |
| Seth I. Michael | Director | 2026-05-12 | A | 3.76 | 46 | 172 | Common | Form 4 ↗ |
| Anna P. Barnitz | Director | 2026-05-12 | A | 48.59 | 46 | 2,227 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
The objectives of the compensation programs of the Company and its subsidiaries are as follows: compensation of the Company's executive officers and non-executive officers should be directly linked to corporate operating performance; executive officers and non-executive officers should receive fair and equitable compensation for their respective levels of responsibility and supervisory authority compared to their peers within the Company as well as their peers within the broader financial services industry; and compensation of the Company's executive officers and non-executive officers should not incent excessive risk taking nor be reasonably likely to have a material adverse effect on the Company.
| CEO STI target (% of salary) | — |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | — |
| Clawback policy | True |
| Anti-hedging | False |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-05-13 | 2,685,243 | 183,961 | 7,752 | 93.34% | Passed |
| 2025 | 2025-05-14 | 3,129,303 | 213,055 | 41,846 | 93.63% | Passed |
| 2024 | 2024-05-15 | 3,048,706 | 209,519 | 56,958 | 93.57% | Passed |
| 2023 | 2023-05-17 | 2,247,804 | 520,315 | 38,414 | 81.2% | Passed |
| 2022 | 2022-05-18 | 2,311,383 | 375,865 | 61,511 | 86.01% | Passed |
| 2021 | 2021-05-19 | 2,645,948 | 87,771 | 45,814 | 96.79% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-05-13 | 93.34%a |
| 2025 | 2025-05-14 | 93.63%b |
| 2024 | 2024-05-15 | 93.57%c |
a. Approved under the standard stated in the filing — “Abstentions will be counted as present and entitled to vote for purposes of this proposal and therefore will have the same effect as a vote against the proposal.”.
b. Approved under the standard stated in the filing — “Abstentions will have no effect on the outcome of the vote.”.
c. Voting standard not stated in the filing.
Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
| Ratio (CEO : median employee) | — |
|---|---|
| CEO total compensation | — |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Brent A. SaundersIndependent · Executive · Compensation · Asset Quality Oversight · Nominating and Corporate Governance (Chair) | $71,695 | — | — | $0 | $23,217 | $112,952 |
| David W. ThomasIndependent · Lead Independent Director · Audit (Vice Chair) · Executive · Board Enterprise Risk (Chair) · Not standing for re-election | 89,695 | — | — | 0 | 261 | 110,651 |
| Brent R. EastmanIndependent · Audit · Compensation (Chair) · Executive | 71,695 | — | — | 0 | 334 | 84,307 |
| Anna P. BarnitzIndependent · Audit (Chair) · Executive · Compensation · Board Enterprise Risk · Asset Quality Oversight (Chair) | 71,695 | — | — | 0 | 334 | 82,488 |
| K. Ryan SmithIndependent · Executive · Compensation · Nominating and Corporate Governance · Asset Quality Oversight · Investment and Advisory Committee for the ESOP | 71,695 | — | — | 0 | 334 | 78,432 |
| Kimberly A. CanadyIndependent · Compensation · Investment and Advisory Committee for the Profit Sharing Retirement Plan | 31,000 | — | — | 0 | 93 | 51,100 |
| Edward J. RobbinsIndependent · Nominating and Corporate Governance | 31,000 | — | — | 0 | 144 | 43,887 |
| Seth I. MichaelIndependent · Audit · Board Enterprise Risk · Nominating and Corporate Governance · Newly elected | 31,000 | — | — | 0 | 334 | 43,612 |
| Edward B. RobertsIndependent · Audit · Board Enterprise Risk · Compensation | 31,000 | — | — | 0 | 144 | 35,916 |
| Larry E. Miller IIEmployee director · Executive (Chair) | 0 | 0 | 0 | — | 0 | 0 |
| Thomas E. WisemanEmployee director · Board Chair · Executive | 0 | 0 | 0 | — | 0 | 0 |
| Annual cash retainer | $22,000 |
|---|---|
| Annual equity retainer | — |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | — |
| Stock ownership guideline | — |
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $500,475 |
| Equity awards (grant-date value) | $0 |
| All other compensation | $25,195 |
| Total cost of the board | $525,670 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Ohio Valley Banc | 2025 | Larry Miller II | $392,169 | $0 | $0 | $0 | $702,007 |
Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Larry Miller II | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Summary Compensation Table for 2025”. As printed: 702,007. Filing ↗machine: t50 · r3 · c18 · span 229272–229279 |
| 2 | Section 01, Thomas Wiseman | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Summary Compensation Table for 2025”. As printed: 618,672. Filing ↗machine: t50 · r2 · c18 · span 225064–225071 |
| 3 | Section 01, Scott Shockey | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Summary Compensation Table for 2025”. As printed: 433,786. Filing ↗machine: t50 · r4 · c18 · span 234784–234791 |
| 4 | Section 07, pay ratio | 10-K | 2026-03-13 | 0001140361-26-009342 | Section “CEO Pay Ratio”. As printed: —. Filing ↗ |
| 5 | Section 08, Brent A. Saunders | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 112,952. Filing ↗machine: t71 · r8 · c15 · span 330968–330975 |
| 6 | Section 08, David W. Thomas | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 110,651. Filing ↗machine: t71 · r10 · c15 · span 337200–337207 |
| 7 | Section 08, Brent R. Eastman | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 84,307. Filing ↗machine: t71 · r4 · c15 · span 318411–318417 |
| 8 | Section 08, Anna P. Barnitz | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 82,488. Filing ↗machine: t71 · r2 · c15 · span 312174–312180 |
| 9 | Section 08, K. Ryan Smith | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 78,432. Filing ↗machine: t71 · r9 · c15 · span 333798–333804 |
| 10 | Section 08, Kimberly A. Canady | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 51,100. Filing ↗machine: t71 · r3 · c15 · span 315008–315014 |
| 11 | Section 08, Edward J. Robbins | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 43,887. Filing ↗machine: t71 · r6 · c15 · span 324647–324653 |
| 12 | Section 08, Seth I. Michael | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 43,612. Filing ↗machine: t71 · r5 · c15 · span 321243–321249 |
| 13 | Section 08, Edward B. Roberts | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 35,916. Filing ↗machine: t71 · r7 · c15 · span 327480–327486 |
| 14 | Section 08, Larry E. Miller II | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 15 | Section 08, Thomas E. Wiseman | DEF 14A | 2026-04-02 | 0001140361-26-013025 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 16 | Section 02, Anna P. Barnitz 2026-05-12 | Form 4 | 2026-05-12 | 0000894671-26-000032 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 17 | Section 02, Anna P. Barnitz 2026-05-12 | Form 4 | 2026-05-12 | 0000894671-26-000032 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 18 | Section 02, Seth I. Michael 2026-05-12 | Form 4 | 2026-05-12 | 0000894671-26-000034 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 19 | Section 02, Anna P. Barnitz 2026-05-12 | Form 4 | 2026-05-12 | 0000894671-26-000032 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 20 | Section 02, Seth I. Michael 2026-05-12 | Form 4 | 2026-05-12 | 0000894671-26-000034 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 21 | Section 02, Anna P. Barnitz 2026-05-12 | Form 4 | 2026-05-12 | 0000894671-26-000032 | Insider equity transaction reported since the proxy statement. Filing ↗ |
| 22 | Section 06, 2026 vote | Form 8-K | 2026-05-15 | 0000894671-26-000036 | Item 5.07 · say-on-pay result. As reported: 93.34% (votes for as printed: 2,685,243). Filing ↗ |
| 23 | Section 06, 2025 vote | Form 8-K | 2025-05-19 | 0000894671-25-000028 | Item 5.07 · say-on-pay result. As reported: 93.63% (votes for as printed: 3,129,303). Filing ↗ |
| 24 | Section 06, 2024 vote | Form 8-K | 2024-05-16 | 0000894671-24-000016 | Item 5.07 · say-on-pay result. As reported: 93.57% (votes for as printed: 3,048,706). Filing ↗ |
| 25 | Section 09b board cost (computed) | Computed | — | computed | Cash 500,475 + equity 0 + all other 25,195 = 525,670, summed across the director compensation table rows.machine: formula: Σ = 525,670 |
| 26 | Ohio Valley Banc (subject), Section 10b CEO total | DEF 14A | 2026-04-02 | 0001140361-26-013025 | CEO total compensation as printed in Ohio Valley Banc's own proxy. As printed: 702,007. Filing ↗machine: t50 · r3 · c18 · span 229272–229279 |