LCNB Virtual Annual Meeting: Directors Elected, Say-on-Pay Passes, CEO Details Post-Deal Plan

Key Points

• Shareholders elected four Class 3 directors—William H. Kaufman, Mary E. Bradford, William G. (Rhett) Huddle and Craig M. Johnson—to three-year terms, subject to the final vote count.
• An advisory say-on-pay proposal passed and shareholders ratified Plante Moran, PLLC as the company’s independent auditor, with the board to consider the vote when setting future executive compensation.
• CEO Eric Meilstrup said the post-acquisition strategy has shifted to earnings acceleration, citing earlier-than-expected tangible book value earn-back on the Eagle deal, strong cross-selling (AUM up >280% at acquired branches), and leadership changes including promoting Robert Haines II to president and advancing Andrew Wallace (CFO), Patricia Walter (CRO) and Susan Kelley (chief accounting officer).

LCNB NASDAQ: LCNB held its 2026 annual meeting of shareholders in a virtual format, where shareholders voted on director elections, an advisory executive compensation proposal, and the company’s independent auditor. Management also provided an update on operating priorities following recent acquisitions and outlined leadership changes implemented in late 2025.

Quorum confirmed and election officials appointed

Spencer Cropper, chairman of LCNB Corp. and LCNB National Bank, opened the meeting and outlined voting procedures for shareholders attending online. The board appointed Kenneth Layer and Leroy McKay as inspectors of election to supervise voting.

Rob Haines, president of LCNB, certified that notice of the annual meeting was mailed on or about March 13, 2026, to shareholders of record as of March 2, 2026, along with the proxy statement and proxy form. Cropper reported that a quorum was present, with shareholders “entitled to cast more than a majority of the common shares” attending or represented by proxy.

Shareholders elect four Class 3 directors

Shareholders voted on the election of four Class 3 directors to serve three-year terms. Cropper provided background on each nominee, noting all were incumbent directors.

• William H. Kaufman, described as overseeing operational legal matters and real estate closings for LCNB National Bank from his board seat. Cropper said Kaufman is a former senior partner of Kaufman & Florence and is currently of counsel at the firm. Cropper also cited Kaufman’s prior service as mayor of Lebanon, Ohio, and as a judge of Lebanon Municipal Court.
• Mary E. Bradford, recognized for information technology experience and described as a retired IT executive following 31 years with GE Aviation. Cropper said Bradford contributed to technology oversight and served on multiple board committees, including audit, compensation, and nominating/corporate governance.
• William G. (Rhett) Huddle, described as bringing legal and banking experience and joining the LCNB board through the acquisition of Columbus First Bancorp. Cropper said Huddle served as chairman and CEO of Columbus First from 2007 until June 2018 and is a member of LCNB’s trust and loan committees.
• Craig M. Johnson, described as a certified public accountant with nearly 40 years of experience in public accounting and private industry. Cropper said Johnson is chair of LCNB’s audit committee and also serves on compensation and nominating/corporate governance committees.

Cropper reported preliminary vote results showing a plurality in favor of each nominee and declared Kaufman, Bradford, Huddle, and Johnson elected, “subject to final count of any votes that were cast during the meeting,” to serve until the 2029 annual meeting.

Say-on-pay and auditor ratification approved

Shareholders also voted on an advisory, non-binding “say-on-pay” resolution regarding compensation for the company’s named executive officers. Cropper said a majority of votes were cast in favor of the proposal and that the compensation committee and board would take the outcome into account when considering future executive compensation arrangements.

In a third proposal, shareholders voted on the ratification of Plante Moran, PLLC as LCNB’s independent registered accounting firm. Cropper reported that a majority of votes supported the ratification.

Cropper said final voting results would be included in the company’s SEC filings within four business days.

CEO highlights post-acquisition focus and leadership changes

Eric Meilstrup, chief executive officer, told shareholders that as the company reviewed 2025, its “near-term strategy transitioned from integration to earnings acceleration.” He said LCNB focused on “stronger operating performance, enhanced profitability, and long-term value creation,” citing disciplined execution, capital management, and continued investment in people and markets.

Meilstrup said LCNB worked to leverage the scale built through acquisitions, including Cincinnati Bancorp and Eagle Financial Bancorp. He reported that in the first quarter of 2025, the Eagle acquisition reached a “positive tangible book value earn back,” which he said was achieved “a year earlier than projected at the time of the merger.” He added that the Cincinnati Federal acquisition remained on schedule for a positive tangible book value earn back by mid-2026.

Meilstrup also pointed to cross-selling efforts, saying the company was seeing “encouraging traction” in wealth and trust services. He said that in 2025, LCNB’s investment services division increased assets under management by “over 280%” at newly acquired branches.

On balance sheet management, Meilstrup said that after “opportunistic asset sales and liquidity initiatives” completed in 2024, LCNB entered 2025 with improved flexibility. He said the bank “prudently managed funding costs, supported new loan originations, and grew capital levels,” contributing to improved net interest income trends. He also said first quarter results showed continued net interest margin expansion compared with prior quarters, driven by balance sheet discipline.

Looking ahead, Meilstrup said the company believed it was operating “from a position of strength,” while noting continued awareness of “economic uncertainty, interest rate volatility, and competitive pressures.”

Meilstrup also highlighted leadership changes implemented in October, when the company separated the CEO and president roles and promoted longtime CFO Robert Haines II to president. He said Andrew Wallace was advanced to chief financial officer, Patricia Walter to chief risk officer, and Susan Kelley to senior vice president and chief accounting officer.

No shareholder questions were submitted during the meeting. Cropper closed the session after the conclusion of the meeting’s business items.

About LCNB NASDAQ: LCNB

LCNB Financial Corp NASDAQ: LCNB is the bank holding company for LCNB National Bank, a community-focused regional bank headquartered in Cincinnati, Ohio. Through its banking subsidiary, LCNB provides a full suite of deposit and lending solutions designed to meet the needs of individual consumers, small businesses, and middle-market commercial clients. The company emphasizes personalized service, offering checking, savings, money market, and certificate of deposit accounts alongside digital and mobile banking platforms.

On the lending side, LCNB National Bank extends a range of credit products, including commercial and industrial loans, real estate and construction financing, agricultural loans, residential mortgages, and consumer lending.

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