OHIO VALLEY BANC CORP
For the period ended May 13, 2026. Filed Apr 2, 2026.
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May 13, 2026 · Filed Apr 2, 2026
Contents
Pay versus Performance Table
The table below provides information concerning total compensation and compensation actually paid to our Chief Executive Officer, also known as Principal Executive Officer (PEO), during the 2025, 2024 and 2023 fiscal years. Total compensation and compensation actually paid is provided, as an average, for other named executive officers (NEOs).
| Year | Summary Compensation Table Total for PEO (Mr. Miller)(1) | Compensation Actually Paid to PEO (Mr. Miller)(2) | Average Summary Compensation Table Total for Non-PEO NEOs(3) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Fixed $100 Investment Based On Total Shareholder Return (“TSR”) | Net Income in thousands |
|---|---|---|---|---|---|---|
| 2025 | $702,007 | $629,599 | $526,229 | $472,618 | $168.85 | $15,601 |
| 2024 | $669,464 | $605,230 | $547,339 | $493,263 | $100.91 | $10,999 |
| 2023 | $653,164 | $599,845 | $648,732 | $598,360 | $92.54 | $12,631 |
| (1) | On May 18, 2022, Mr. Miller was appointed the Chief Executive Officer of the Company and continues to serve in that position today. |
| (2) | The following adjustments were made to the Summary Compensation Table Total for PEO amount to obtain the Compensation Actually Paid to PEO amount: (a) deduction for the aggregate change in actuarial present value of defined benefit plans in the following amounts: 2025- $171,652, 2024- $163,478, and 2023- $1162,211; and (b) increase for the service cost of defined benefit plans for 2025- $99,244, 2024- $99,244 and 2023- $108,892. |
| (3) | For 2025, 2024 and 2023, the Non-PEO NEOs included Mr. Wiseman and Mr. Shockey. The following adjustments were made to the Summary Compensation Table Total for Non-PEO NEOs amount to obtain the Compensation Actually Paid to Non-PEO NEOs amount: (a) deduction for the aggregate change in actuarial present value of defined benefit plans in the following amounts: 2025- $1105,560, 2024- $97,045 and 2023- $157,296; and (b) increase for the service cost of defined benefit plans for 2025- $51,949, 2024- $42,969 and 2023- $106,924. |
As discussed above in the “Executive Compensation Components and Analysis” section of this Proxy Statement, the compensation payable to the PEO and other NEOs consists primarily of base salary and bonus. As that discussion also explains, the bonuses payable to participants are based on (i) the performance of the Company and its subsidiaries as measured against specific performance targets; and (ii) each employee’s individual performance. Under the Company’s compensation program, 2025 bonus amounts and goals were based on net income, average loans, the efficiency ratio and asset quality. The Company’s Board of Directors approves the bonuses payable to the executive officers under the bonus program based upon the recommendation of the Compensation Committee.
| • | Compensation actually paid to the PEO (Mr. Miller) increased from $605,230 in 2024 to $629,599 in 2025, an increase of 4.03%. The increase was largely related to an increase in base salary due to an annual merit increase and an increase in bonus compensation based on individual and Company performance. Average compensation actually paid to non-PEO NEOs (Mr. Wiseman and Mr. Shockey) decreased from $493,263 in 2024 to $472,618 in 2025, a decrease of 4.19%. The decrease was largely related to a decrease in Mr. Wiseman’s compensation based on a reduced work schedule. Mr. Shockey did receive an annual merit increase and an increase in bonus compensation based on individual and Company performance. For the same period, net income increased from $10,999,000 in 2024 to $15,601,000 in 2025, an increase of 41.84% and TSR increased from $100.91 in 2024 to $168.85 in 2025, an increase of 67.33%. TSR is not a component in determining compensation, but net income, as well as other performance measures, are considered when measuring individual performance and bonus compensation. In relation to the increase in net income, the bonus component of compensation actually paid to the PEO and to Mr. Shockey increased 7.00% from the prior year. For 2025, Mr. Wiseman’s compensation package did not include a bonus component. The increase in incentive compensation has a general degree of correlation to the increase in net income experienced during 2025. Please see the Compensation Program for additional information on measures and factors considered in setting NEO compensation. |
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