Park National Corporation (PRK)
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AGM 2021

Apr 26, 2021

David Trautman
CEO and Chairman, Park National Corporation

Good afternoon. I'm David Trautman, Chair and CEO of Park National Corporation. Welcome to our annual shareholder meeting. I now call the meeting to order and the voting polls are now open. Lacey Priest is with us as Recording Secretary. Thank you, Lacey. Although we are meeting virtually, we expect and welcome questions. I will take the easy ones and give the hard ones to my colleagues, of course. If you're logged into the meeting as a shareholder, you may submit questions in the questions box on the webpage. These questions will be addressed at the end of the meeting. After introducing our officers, directors, and guests, we will address the items to be acted upon. To begin with, we'd like to introduce our outside directors who are with us today.

Donna Alvarado, Bill Englefield, Alicia Hupp, Jason Judd, Steve Kambeitz, Tim McLain, Robert O'Neill, Mark Ramser, and Leon Zazworsky. Management with us today includes Brady Burt, Kelly Herreman, Matt Miller, and Dan DeLawder. We have several guests with us as well from Vorys, Sater, Seymour and Pease LLP. Elizabeth T. Fair, Betsy Fair, has been a colleague and friend for years, and she is with us. From Crowe LLP, another friend of a lifetime, Nicole Spiker, and Kylie Cunningham as well. Welcome, ladies. Nicole will be available for questions during the question-and-answer portion of our meeting. I also want to thank the following folks for their roles in preparing for today's meeting, our transfer agent, Debbie Daniels, from accounting financial reporting slides, Brady Burt and Kelly Herreman, administrative arrangements, Renee Buchanan, Lacey Priest, Ashley Pizzurro, and I want to thank each of our shareholders for joining our meeting today.

Our inspectors of the election today are Brady T. Burt and Lacey Priest. Report of shareholders represented, we have common shares outstanding and entitled to vote as of the March 1st, 2021 record date, 16,313,540. Brady?

Brady T. Burt
CFO and Secretary, Park National Corporation

The vote polls are now closed. David, for our report of shareholder vote out of the 16,313,540 shares, we have represented and voted 13,113,653 shares or 80.38%, so we have a quorum. David, I can move next to proposal one, the election of four directors to serve a term of three years to expire at the annual meeting of shareholders to be held in 2024. David, I'll report to you that all 4 directors have received the necessary vote to get another term.

David Trautman
CEO and Chairman, Park National Corporation

Great. I thus declare F. William Englefield IV, Jason N. Judd, David L. Trautman, and Leon Zazworsky, directors of Park National Corporation, each elected for a three-year term. Proposal two, Brady.

Brady T. Burt
CFO and Secretary, Park National Corporation

Proposal two is to approve the non-binding advisory resolution to approve the compensation of Park's named executive officers. I report to you, David, that out of those who have voted, 97.93% voted for proposal two.

David Trautman
CEO and Chairman, Park National Corporation

Thank you, Brady. We have received a majority, thus I declare proposal two approved. Proposal three.

Brady T. Burt
CFO and Secretary, Park National Corporation

Proposal three is to ratify the appointment of Crowe LLP as the independent registered public accounting firm of Park for the fiscal year ending December 31, 2021. As usual, out of those who voted, 99% have voted for.

David Trautman
CEO and Chairman, Park National Corporation

We received a majority, thus I declare ratification of Crowe LLP as Park's independent registered public accounting firm for fiscal year ending 12/31/21. Thank you, Brady. Last year, we observed that the perception of time warps during periods of stress. On one level, it seems like we were gathering for our 2020 annual meeting a week ago. On another level, it seems decades ago. Either way, we are here together today. We also suggested last year that stressful situations can drain individuals and organizations, or it can make them better, stronger, and faster. With perfect hindsight, the pandemic, tragic for many, certainly uncomfortable for nearly all of us. The pandemic compelled us to reconsider nearly everything we do. That is, we had to consider alternative methods of completing tasks, providing service, and supporting our communities.

We drew on deep reservoirs of creativity, resilience, and perseverance in an effort to be there for our colleagues, customers, and communities. We were there, and we still are. Details of our performance last year are included in our 2020 annual report in our fiscal year 2020 Form 10-K. We have a few slides that we think illuminate things we believe you as fellow shareholders might like to see. Brady is driving this truck. We always start with our safe harbor statement. I don't know about you. Betsy Fair, she does most of the heavy lifting creating this safe harbor statement. I really feel safe, after reading this statement. This is our qualitative safe harbor statement. Brady, if you would advance, please. This is a bit of an overview of Park. I direct your attention to the top left. We've been in this business for over 100 years.

We've seen, sadly, multiple pandemics, multiple wars, world wars, famines, fires, tragedies, different political positions, we're still around. As of March 31st, we're nearly $10 billion in total assets and over $7 billion of assets under management. If you go to the top right, Brady, if you click that first thing, you can see we boxed out the asset growth. As I said, we're nearly at $10 billion. Brady, if you would, the next. We've got some things that we spend some time paying attention to. The net interest margin. If you've been a reader of our annual reports and some of our press releases, we like the net interest margin to go up. We're not alone in that. Same with Return on Assets, Return on Average Tangible Common Equity.

You can see over the three periods, 2019, 2020, and then 2021, the bottom two did all right. The net interest margin shrunk a bit, but our assets grew disproportionately more, so you'll find our net income went up. Below that, you can see sort of a scattered chart of where we are. This is a more detailed map of who we are and where we are. I would have failed my fourth-grade geography test if I would have put it in this particular form. I would tell you, Brady, if you could, real quick, go back to the slide before, if that's possible. If not, yeah. Okay. You can see Ohio is contiguous with Kentucky. North and South Carolina are contiguous, separated by West Virginia, and Tennessee. Go to the next slide, Brady, please.

What you see here is what we feel. Ever since we got together with our friends in North and South Carolina and opened an office in Kentucky, we felt much closer than the geographic distance would indicate. Certainly, since we united under the Park National Bank brand and Park National Bank service promise, there's very little distance at all, even though there's great geographic distance. We are one family. You can see in the table below, we've broken it down into Western, Northern, Central, Eastern Ohio, our metro offices, and Carolina. I should have mentioned, these will be posted later so you can dig into the details. I just wanted to gloss over them, give you a sense of how we think about ourselves. Brady, next slide, please. It's hard to imagine. Picture 10, 12 months back, how uncertain things were, how frightened people were.

As I alluded to in the opening comments, we tried to ensure that there was a bit of stability, that people could place their faith and trust in Park National Bank and Park National bankers. It really became an exercise in magnifying our normal inclination, which is to think beyond ourselves and put ourselves in the positions of those private businesses that were shut down through no fault of their own, trying to do the right thing. People who were isolated because they couldn't get out. We launched a digital application called Park Direct, which is essentially an app that is attached to a real banker that you choose, and that was received quite well. You can see in the second bullet point, we started to build capital. We did not know, no one knew, what the economy is going to do.

We had a couple extra pennies. We increased the dividend a little bit. PPP is the Paycheck Protection Program. We did two rounds of it. We helped a substantial number of private business owners, mostly current customers, but some new friends as well. You can see between round one and round two, our average loan dropped from $122,000- $75,000. These are our friends and neighbors. These are the banks. These are the companies in our territories, and it was great fun to help them. It's really things of a critical nature, their financial survival. We still have about $400 million of those outstanding. Brady, next, please. All this activity, if you could hit the first box there, Brady. Let's look at this first comparison, which is year-end 2020 to year-end 2019.

I'm not sure any of us could have predicted that after what we did in 2019, that we would do anything close to it. As you can see, we did quite well. The benefit of thousands of hours of work by our colleagues and people responding to low interest rates, the PPP program, record mortgage volume, record installment volume, and people working incredible hours under unusually rigorous conditions. We like to look at net income. We'll talk about it more in a second. Next box, Brady. Compares quarter-to-quarter. As you can see, Brady, if you'll hit that next box. The thing that drives most of our earnings is net interest income. You can see if you go from right to left, 2019 was less than 2020. That's good. Quarter 1 2020 is less than quarter 2021. That's good.

The main engine of our earnings to this point is net interest income, so the higher number is better. Brady, if you go up to the next. This past year was an interesting year because a number of banks were adopting new accounting methods for accounting for credit losses. Ours were kind of all over the map. Anytime you see a parenthesis on provision for credit losses, as you can see, it's a recovery. It's an add. That helped our earnings. If you look at our charge-offs, which we will in a couple of slides, we've been very fortunate. Our clients, our customers, have not suffered terribly. We helped them over some speed bumps, but there haven't been too many brick walls yet. Finally, at the bottom, Brady.

We did much better year-over-year and quarter one 2020 to quarter one 2021, hard to even fathom. We're very fortunate. Next slide is our favorite numbers. We have five of them. Return on Average Assets, average equity, net interest margin, Earnings Per Share, Efficiency Ratio. The first four we want to go up. If you start at 2017 on the far right and go to the far left in quarter one 2021, you can see it's a bit up and down between there, but 2021 higher than 2017. The Efficiency Ratio, the lower number is better. You can see in 2017, it was a little over 60%, and in 2021, a little under 59%. Brady, next one. As I said, 2020 was clouded by uncertainty on many levels.

We remained sort of steadfast, kind of like that trawler in the storm. Because we were so steadfast and we told people we are going to be here in good times and bad, we had an unusual number of people who simply couldn't get a phone call answered coming to do business with us. Whether it was welcoming additional business from current customers or inviting and welcoming new prospects to the Park family, you can see a nice steady growth in total assets, total loans, deposits, and equity. Again, not flashy, but a great chance to serve people. We enjoyed it. Brady, next slide, please. Some banks will grow because they particularly adept at a particular line of business, and we certainly have our areas of expertise.

If you look at this breakdown, it's almost a perfect pie in four quarters between major lines of business. Commercial financial, agricultural, commercial real estate, residential real estate, and consumer. It's a very nice balanced deal, in part because we don't try to. When we're talking to a customer or prospect, we very rarely, in fact, I would like to say never say, "Here's the loan we have." What we do is we say, "Mrs. Jones or Mr. Jones, where are you on your journey? How may we help you?" At some point, they will either have money or they will need money. Either way, we will be there. This is the result of that sort of conversation taken thousands of times over. Brady.

One thing that helps us be there and be available in good times and bad is that we don't do strange things on the loan side. Our asset quality's been fairly predictable. We've been conservative forever. When everybody and their brother is lending money, that conservatism looks almost Neanderthal by comparison. When no one's lending money, it looks wildly liberal. We just stay in our lane and we're available and we answer phones. I alluded to the charge-offs. You'll see in the bottom left corner. Charge-offs over the last four and a quarter years have been negligible. They are a signal, an end signal to the quality of the underwriting and the quality of the assets we have. NPAs to total assets, non-performing assets to total assets, again, fairly steady. I should point out of the second bullet point, we've got nearly $115 million in non-accrual loans.

Of that, nearly 83% of them were paying just as they had contractually obligated to pay. Okay, Brady. You may have noticed our favorite word today is stable. We like stability. Stability and predictability are balms to people in times of turmoil and stress. Our core deposits have been predictable and stable for a long time. They grew tremendously because of all the liquidity that was in the system last year. You can see a nice breakdown. 90% of our deposits are lower cost transaction type deposits, savings transaction, non-interest checking, only 10% in CDs. Stability. Finally, this is a slide Brady put in because Betsy said if we're going to use non-GAAP measures, and we have, some of the figures that I've alluded to are non-GAAP measures, we have to put this slide in.

I know you will all want to go home and read this tonight. I am not going to try to describe it. It does reconcile for those who are interested, the difference between non-GAAP and GAAP. Finally, this is not a throwaway. People ask us, what do you do? How do you do it? Why do you do it? It's sometimes called the Golden Circle. Everybody knows what they do. Good companies know how they do it. That is, how they differentiate themselves. Great companies know why they exist. We exist to serve. We, I would say if not all, nearly every person in the Park family likes to help people. It's in their nature. It's in their DNA. We have some tools to do that. It could be physical, emotional, mental, spiritual, and sometimes maybe financial.

Either way, we are here to help people flourish along their journey in life. With that closes out the slideshow, and that concludes our presentation. Brady Burt is moderating our question and answer session. Brady, we're going to turn to you to read the questions, please.

Brady T. Burt
CFO and Secretary, Park National Corporation

All right, David. Thank you. Not seeing any questions at this point, we can leave it open here for a few seconds. At this point, David, no questions.

David Trautman
CEO and Chairman, Park National Corporation

I wish it would've been this way when I asked my soon-to-be father-in-law for his daughter's hand in marriage. I got a lot more questions then.

Brady T. Burt
CFO and Secretary, Park National Corporation

David, not seeing any, I would recommend we close the questions and we move on.

David Trautman
CEO and Chairman, Park National Corporation

All right, Brady. Normally we would adjourn at this point. We will adjourn. I just have two final comments. A cold January day turned colder this year when Julie Sloat informed us that she would not run for re-election to the board. This is the quandary for people of great skill. They are usually in great demand. It is with Julie. To her credit, knowing the many competing claims on her time, she bowed out gracefully so she could give her other commitments full attention. We are grateful for her time on the board and her service to Park. We will miss Julie Sloat. The second comment, 50 years and 34 days ago, Dan DeLawder began his career at Park National Bank. Over that period, he has profoundly influenced countless people, customers, colleagues, and community members alike, setting a lifelong example of leadership, compassion, devotion, and service.

However, every 50 years or so, it seems appropriate to pull off the highway of life to reflect, to rest, to recharge. Dan informed the board today that he would retire from active service as of June 30th this year. He will remain on the Park National Corporation and Park National Bank boards, and he will continue to chair the Park National Corporation Executive Committee and the Park National Bank Trust Committee, and he will be around for us to bother. He will be much harder to find. Dan, you have saved my career more times than I care to count, and you and Diane have been there for Joan and me over 35 plus years, celebrating our triumphs and empathizing with our tragedies. Joan joins me and all your Park family in wishing you, Diane, and your family blessings and joy in the years ahead.

Do you have anything you would like to share with us, Dan?

Dan DeLawder
Director, Park National Corporation

David, thanks for your kind words, and just briefly share with the audience what a privilege and pleasure it's been for me to be at Park these five decades plus. Had the great fortune of following in the footsteps of Bill McConnell, who preceded me as our Chief Executive Officer, and John Alford, who hired me, and had the pleasure as well of knowing Mr. Everett D. Reese in the earlier years of my engagement with Park. It's been truly an honor to do this. I have marveled at the dedication to the task at hand, to the foresight that's been demonstrated on multiple occasions by the board and by our leadership. I've especially enjoyed these last two years working alongside you and Matt Miller to effect the orderly transition that we have become known for in our organization, and that transition is effectively complete.

It makes little sense for me to continue on to draw a paycheck when I know that you guys have things well in hand and our colleagues who are part of our leadership of the organization as well. It's been a real honor and a privilege again to work with people like Brady and Tom Buck and all the other senior leaders of our organization, plus our multiple affiliates going back to 1985 when Fairfield joined us first to the most recent addition of Carolina Alliance Bank down in Carolina. I am honored to have been able to work for Park. I look forward to continuing in my term as a director, and I am available at any time to help you, Matt, and others meet the targets and objectives of the organizations as we have them set out.

Thank you again to the ladies and gentlemen of the board, and also the support from the shareholders over these years as well. Thank you, David.

David Trautman
CEO and Chairman, Park National Corporation

Dan, thank you. At some point when we can all gather as we used to gather, we'll do something appropriate to honor Dan's contribution to this organization, to us personally and professionally, and to the communities that he's touched over the years. Until then, it will be hard to find him. He's pretty elusive when he wants to be, but we have a few ideas where we can get to him. There being no further business to come before the meeting, may I have a motion to adjourn? Brady? Dan? Matt? Lee? Is there a motion to adjourn?

Dan DeLawder
Director, Park National Corporation

Can you hear me, David? If you can hear me, this is Dan. I would be happy to offer that in the absence of Mr. Zazworzky, who typically offers that motion. Under these mechanics, it's possible that Lisa unable to join them. I move that we adjourn.

David Trautman
CEO and Chairman, Park National Corporation

Thank you, Dan. I declare the meeting is adjourned. Thank you. We wish you and yours all the best. As we said, call if we can help in any way. Have a great week, everybody. We're adjourned.