Park National Corp

This management proposal asks shareholders to cast a non-binding advisory vote endorsing the compensation of Park’s named executive officers as disclosed in the proxy materials. Management and the Compensation Committee argue that the programs—comprising base salary, performance-based annual incentives and performance-based restricted stock units (PBRSUs) with multi-year performance and holding requirements—align executives’ incentives with long-term shareholder value and peer-group performance. The PBRSU design ties payout to cumulative ROAA relative to a defined industry index, includes a requirement that consolidated net income exceed 110% of dividends in each year of the performance period, and imposes post-vesting holding requirements and additional service-based vesting, which strengthen retention and long-term alignment. The Committee relies on an independent advisor for benchmarking against a regional peer group and retains discretion to adjust payouts up to 25% for qualitative factors; management notes strong shareholder support in prior advisory votes. The board recommends FOR, arguing the program is conservative relative to peers and incorporates risk controls (vesting, clawbacks, no repricing without shareholder approval, limited perquisites), and expects to consider shareholder feedback in future decisions. Key contextual factors include recent leadership transition (CEO succession effective Jan 1, 2026), acquisition activity (FIZN), and above-median performance metrics for 2025 that influenced higher annual pay-outs. Investors should weigh strong governance features and pay-for-performance design against potential residual governance risks from discretionary adjustments and SERP/split-dollar benefits for executives.

This management proposal seeks shareholder approval to adopt a new equity incentive plan for employees, replacing the existing 2017 Employees LTIP, and authorizes issuance of up to 1,500,000 common shares for awards. Management and the Compensation Committee present the new plan as a tool to attract, retain and motivate employees by aligning their long-term interests with shareholders through various award vehicles (stock options, SARs, restricted stock, RSUs, PBRSUs and cash-based awards). Key structural features include shareholder protections: limits on annual awards (150,000 shares overall per fiscal year, 15,000 per individual), adjustments for corporate events, no repricing without shareholder approval, and ability to require performance and holding periods. The plan preserves the company’s flexibility to grant performance-based restricted stock units similar to prior practice that tie payouts to multi-year financial metrics (e.g., cumulative ROAA) and include post-vesting holding requirements. The Compensation Committee, supported by independent advisors, recommends approval and frames the plan as conservative relative to peers. Investors should consider the dilution impact (1.5 million shares) relative to the company’s 18 million outstanding shares (~8.3% if fully issued), the plan’s anti-dilution and clawback provisions, and historic executive compensation practices (heavy reliance on PBRSUs) when evaluating the proposal.

This management proposal asks shareholders to approve a replacement long-term incentive plan for non-employee directors (the 2026 Directors LTIP) authorizing up to 150,000 common shares for director compensation awards. The plan mirrors key features of the employee plan—various award types (nonqualified options, SARs, restricted stock, RSUs, other stock awards, cash awards), limits on annual grants (15,000 shares total across directors per year and 1,500 per director), anti-dilution adjustments, and a prohibition on repricing outstanding options or SARs without shareholder approval—designed to align director compensation with shareholder interests while providing the board flexibility in structuring awards. Management represents that award levels will be conservative and consistent with past practice (annual equity retainer ~$55,000 per director). Key investor considerations include the modest dilution impact (150,000 shares vs ~18.07 million shares outstanding), governance protections, and the plan’s role in promoting director retention and alignment. The Compensation Committee supports the plan and recommends shareholders vote FOR.