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AGM 2026

Apr 27, 2026

Operator

Good morning, ladies and gentlemen, and welcome to LCNB Corp.'s annual meeting. I will now turn the call over to the presenters. Please go ahead.

Spencer Cropper
Chairman, LCNB

Good morning, ladies and gentlemen. I'm Spencer Cropper, I am the Chairman of the Board of Directors for LCNB Corp., LCNB National Bank. It's my pleasure to welcome all of you to the LCNB 2026 annual meeting of shareholders. We appreciate your willingness to attend today's virtual annual meeting of shareholders. When we come to the Q&A portion, we will give shareholders the opportunity to ask a question. Questions can be submitted online at any time by clicking the dialog box in the bottom left corner of the meeting center screen. We will save all comments and questions for a Q&A session after the proposals have been presented. Please remember that you may vote your shares at any time before the polls close by clicking on the links provided in the virtual meeting center.

If you have already voted and do not want to change your vote, you do not need to take any further action. I now like to call to order the annual meeting of the shareholders of LCNB Corp. For the 2026 annual meeting, the board of directors have appointed Kenneth Layer and Leroy McKay to serve as inspectors of election in connection with the matters voted on at this meeting. The inspectors of election will supervise the conduct of the voting at this meeting. At this time, I'd like to introduce you to the members of the board of directors and executive officers of LCNB. All of them are participating today. First, the directors. Steve Foster, Eric Meilstrup, Steve Wilson, Bill Kaufman, Anne Krehbiel, Rhett Huddle, Mike Johrendt, Mary Bradford, Craig Johnson, Takeitha Lawson, and Spence Cropper.

The executive officers participating today, Eric Meilstrup, Rob Haines, Jeff Meeker, Brad Ruppert, Mike Miller, Larry Mulligan, Tricia Walter, and Andrew Wallace. Also joining us online today are guests from the Plante Moran, PLLC accounting firm and from LCNB's legal counsel, Dinsmore & Shohl. Rob Haines will now read the certificate signed by him as the President of LCNB concerning the giving of notice of this meeting.

Rob Haines
President, LCNB

I, Robert C. Haines II, President of LCNB Corp., do hereby certify that on or about March 13th, 2026, LCNB, acting on my instructions, did mail to each shareholder of record of LCNB as of the close of business on March 2nd, 2026, a notice of annual meeting by regular mail specifying the date, place, time, and purpose of the annual meeting of the shareholders of LCNB, a proxy statement and a form of proxy with respect thereto.

Spencer Cropper
Chairman, LCNB

At this time, will any shareholders who have not previously submitted a proxy and any shareholders who have submitted a proxy but who wish to revoke the proxy and vote online at this meeting, please click on the link provided in virtual meeting center and do so now. Our Inspectors of Election reports that shareholders entitled to cast more than a majority of the common shares are present or represented by proxy. Therefore, a quorum is present and the meeting may proceed. The meeting will now consider the three business items as described in our proxy statement. We will present each of the business item, one at a time. Item number one is a proposal to elect four Class 3 directors to serve for a term of three years. As indicated in the proxy statement, the board of directors recommends that stockholders elect the director nominees.

I will now give a brief background of the nominees and their experience. Each of the nominees are incumbent directors. In addition to his perspectives gained as a long-tenured board member of LCNB Corp., William H. Kaufman oversees operational legal matters and real estate closings for LCNB National Bank from his seat on the board. Mr. Kaufman is former senior partner of Kaufman & Florence in Lebanon, Ohio, and is presently of counsel at the firm. A graduate of the Northern Kentucky University, Salmon P. Chase College of Law, he began his career as an attorney with Young and Jones, a legacy firm, Kaufman & Florence. He has extensive litigation and experience in insurance cases and commercial disputes. Mr. Kaufman is also a former elected member of the American College of Trial Lawyers, American Board of Trial Advocates.

He is a former mayor of the city of Lebanon and was elected to two terms as judge of Lebanon Municipal Court. Mr. Kaufman is the assistant secretary for the board. Mary E. Bradford provides a unique contribution to the LCNB Corp. board through her expertise in information technology. She joined the board in 2018 and is a retired IT executive at 31 years with GE Aviation. Ms. Bradford built her career implementing information technology solutions for the finance, engineering, supply chain, and military and commercial sales teams at GE. In her role as the GE Aviation Systems Chief Information Officer, Ms. Bradford was responsible for establishing the information security framework for Aviage, a joint venture with the Aviation Industry Corporation of China, with operations in the U.S. and China.

Ms. Bradford co-led the GE Women's Network Cincinnati Hub for a two-year term and represented GE on the Miami University Department of Information Systems Analytics Advisory Board for many years. Ms. Bradford is a Phi Beta Kappa graduate of Miami University in Oxford, Ohio, and holds an MBA with a concentration in information systems from Xavier University in Cincinnati, Ohio. Ms. Bradford contributes her expertise to the bank's technology committee. Ms. Bradford also volunteers as the president of the St. Vincent de Paul Conference at her local parish. She is a member of the audit, compensation, and nominating for corporate governance committee. William G. (Rhett) Huddle offers expertise in both legal and banking matters to LCNB Corp. as the result of a successful professional career. Joining the LCNB Corp. board upon the acquisition of Columbus First Bancorp. Mr. Huddle was the lead in the formation of Columbus First.

He served as chairman and CEO of the bank from 2007 until June 2018. Mr. Huddle previously served in both executive and governing roles of several banks in the Columbus market. He was also an associate with BakerHostetler law firm for many years. Mr. Huddle is a graduate of Princeton University and The Ohio State University Moritz College of Law. Mr. Huddle is a member of the trust and loan committees. Craig M. Johnson provides financial counsel to the LCNB Corp. board through his extensive experience in public accounting and banking. Mr. Johnson is a certified public accountant with nearly 40 years’ experience in both public accounting and private industry. Mr. Johnson retired as a principal from the accounting firm of Clark Schaefer Hackett & Company. Prior, he served as a partner at J.D. Cloud & Co. LLP .

He previously held a position at an international public accounting firm and was local market controller for a large regional bank. Mr. Johnson is a member of The Ohio Society of Certified Public Accountant and the AICPA. He serves the community as a finance committee member and board member of the Clifton Cultural Arts Center, sits on the finance committee of Clifton United Methodist Church and the audit committee of Easter Seals TriState. Mr. Johnson is chair of the audit committee of LCNB Corp. and also sits on the compensation, nominating, corporate governance committees. The inspectors of the election certified that with respect to the election of directors, these preliminary results. A plurality of votes were cast in favor of electing William H. Kaufman to the board of directors. A plurality of votes were cast in favor of electing Mary E. Bradford to the board of directors.

A plurality of votes were cast in favor of electing William G. (Rhett) Huddle to the board of directors. A plurality of votes were cast in favor of electing Craig M. Johnson to this board of directors. As such, I hereby declare that William H. Kaufman, Mary E. Bradford, William G. (Rhett) Huddle, and Craig M. Johnson have been duly elected to the board of directors of LCNB Corp., subject to final count of any votes that were cast during the meeting, to serve in such positions until the 2029 annual meeting of shareholders. Item two is a proposal to adopt an advisory, non-binding say-on-pay resolution to approve the compensation of our named executive officers. As indicated in the proxy statement, the board of directors recommends that the shareholders vote in favor of this proposal.

The majority of votes were cast in favor of the approval to adopt an advisory, non-binding say-on-pay resolution to approve the compensation of our named executive officers. As such, the compensation committee and the board will take the outcome of this vote into account when considering future executive compensation arrangements. Item number three is a proposal to ratify the appointment of Plante Moran, PLLC as LCNB's independent registered accounting firm. As indicated in the proxy statement, the board of directors recommends that shareholders vote in favor of this proposal. A majority of votes were cast in favor of ratification of the appointment of Plante Moran, PLLC as the independent registered accounting firm for LCNB. As such, I hereby declare that the appointment of Plante Moran, PLLC as the independent registered accounting firm for LCNB has been ratified. That concludes the report of preliminary voting.

Details of the final results will be available for all shareholders in our filings with the SEC within four business days. We will hear from Eric Meilstrup, LCNB CEO, with a report to shareholders on LCNB's performance in 2025, as well as our plans for 2026.

Eric Meilstrup
CEO, LCNB

Thanks, Spence, and good morning, everyone. Thank you for participating in today's virtual annual for your interest in LCNB. I am pleased to be with you and provide an update on our performance as we have continued to serve the financial needs of our local community for almost 149 years. As we look at the progress we made in 2025, our near-term strategy transitioned from integration to earnings acceleration. Throughout the year, we focused on translating the scale of capabilities we built in recent years into stronger operating performance, enhanced profitability, and long-term value creation. Through disciplined execution, thoughtful capital management, and continued investment in our people and markets, we strengthened the foundation of our company while positioning LCNB to capitalize on future growth opportunities.

In 2025, we concentrated on enhancing profitability and leveraging the scale we built through the acquisition of Cincinnati Bancorp and the acquisition of Eagle Financial Bancorp. We are pleased to report that in the first quarter of 2025, the Eagle acquisition experienced a positive tangible book value earn back, which was a year earlier than projected at the time of the merger. The Cincinnati Federal acquisition remains on schedule to achieve a positive tangible book value earn back by mid-2026. We continue to see the benefits from these recent acquisitions, including encouraging traction in cross-selling our wealth and trust services. For 2025, the investment services division increased assets under management by over 280% at newly acquired branches, which highlights the need in our new markets for our local relationship-based financial services.

At the same time, we remain focused on balance sheet discipline. Following the opportunistic asset sales and liquidity initiatives completed in 2024, we entered 2025 with improved flexibility. Throughout the year, we prudently managed funding costs, supported new loan originations, and grew capital levels. These efforts contributed to improved net interest income trends and reinforced the stability of our financial files. Our first quarter results reflect continued expansion in net interest margin compared with prior quarters, driven by disciplined balance sheet management. We also continue to make progress strengthening tangible book value and maintaining a strong, resilient capital base. As we continue into 2026, we believe LCNB is operating from a position of strength. The foundational transformation work of the past two years, including successfully integrating back-to-back acquisitions, optimizing our balance sheet, and investing in our operations and leadership, has created a more scalable and resilient organization.

While we remain mindful of economic uncertainty, interest rate volatility, and competitive pressures, we are encouraged by the stability of our markets and momentum within our branch shop. We believe this balanced approach positions LCNB to deliver another year of consistent returns and continued book value growth. Before we open the meeting to questions, I want to mention a couple of changes to our leadership team. In October, we separated the roles of Chief Executive Officer and President, promoting long-time Chief Financial Officer Robert Haines II to President, a move designated to enhance operational execution and strategic investments. At the same time, we advanced Andrew Wallace to Chief Financial Officer, Patricia Walter to Chief Risk Officer, and Susan Kelley to Senior Vice President and Chief Accounting Officer, each bringing valuable experience and a fresh perspective to their respective roles.

These enhancements reflect our commitment to developing talent from within, leveraging talent from our recent acquisitions, and bringing in mission-critical expertise that aligns with our strategic direction. I am also happy to share that several other key employees and leaders have taken on additional roles and responsibilities. By building a broader team of seasoned leaders, we are better positioned to drive performance, support growth initiatives, and deliver value to customers, associates, communities, and shareholders. To conclude my prepared remarks and before we open the meeting to questions, I am extremely proud of our efforts in 2025 and a solid start for 2026. I'm also excited about the opportunities ahead of us to take care of our shareholders, our customers, and communities we serve to a very high level. On behalf of the entire bank family, I would like to thank all shareholders and customers for your continued support.

We will now address the questions that have been submitted by the shareholders. Spence, I'm not seeing any questions, so I'll turn it back over to you.

Spencer Cropper
Chairman, LCNB

Thank you, Eric. That completes the business schedule for today's meeting. We'd like to thank you all for joining us online and participating. Have a great day, and we look forward to seeing you all soon. With that, our meeting is now concluded.

Operator

Ladies and gentlemen, this concludes today's meeting. We thank you for participating. You may now disconnect your lines.

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