FARMERS NATIONAL BANC CORP /OH/

For the period ended Apr 18, 2024. Filed Mar 19, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Apr 18, 2024 · Filed Mar 19, 2024

FMNB$15.42-0.6%Stored close · as of Nov 6, 2026

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

20 SOUTH BROAD STREET,

CANFIELD, OHIO 44406

To Our Shareholders:

You are cordially invited to the 2024 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 18, 2024 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting athttps://meetnow.global/MARAVQT, where you will be able to vote electronically and submit questions during the meeting.

During the Annual Meeting, you will be asked to: (i) elect four Class II directors whose terms will expire at the Annual Meeting in 2027; (ii) consider and vote upon anon-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (iii) consider and vote upon a proposal to ratify the Audit Committee’s appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Your vote on these matters is important, regardless of the number of shares you own, and all shareholders are encouraged to participate in the live webcast of the Annual Meeting. However, it is important that your shares be represented regardless of whether you plan to participate in the live webcast of the Annual Meeting. In order to ensure that your shares are represented, I urge you to execute and return the enclosed proxy, or that you submit your proxy by telephone or Internet promptly.

Sincerely,

KEVIN J. HELMICK

President and Chief Executive Officer

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, April 18, 2024

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 18, 2024 at 10:00 a.m., Eastern Time. We have adopted a virtual format for our Annual Meeting to provide a consistent experience to all shareholders regardless of location. We will provide a live webcast of the Annual Meeting athttps://meetnow.global/MARAVQT, where you will be able to vote electronically and submit questions during the meeting.

The 2024 Annual Meeting will be held for the following purposes:

1.	to elect four Class II directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2027;

2.	to consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers;

3.	to consider and vote upon a proposal to ratify the appointment of Crowe LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and

4.	to transact such other business as may properly come before the meeting or any adjournments thereof. Farmers’ Board of Directors is not currently aware of any other business to come before the Annual Meeting.

The Board of Directors has fixed the close of business on March 5, 2024 as the record date for the determination of shareholders entitled to notice of, and to vote during, the Annual Meeting. Your Board of Directors recommends that you vote“FOR” the election of each of the director nominees included in Proposal Number 1 and“FOR” each of Proposal Numbers 2 and 3.

By Order of the Board of Directors,

TROY ADAIR

Senior Executive Vice President, Chief Financial Officer and Secretary

Canfield, Ohio

PROXY STATEMENT

TABLE OF CONTENTS

GENERAL INFORMATION	1
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING	2
When and Where will the Annual Meeting be Held?	2
Why did I Receive these Proxy Materials?	2
Who may Vote during the Annual Meeting?	2
What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?	2
How do I Vote?	2
How will My Shares be Voted?	3
Can Other Matters be Decided during the Annual Meeting?	3
May I Revoke or Change My Vote?	4
Who Pays the Cost of Proxy Solicitation?	4
How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?	4
What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?	5
CORPORATE GOVERNANCE	7
The Board of Directors — Independence	7
Certain Relationships and Related Transactions	7
Attendance at Meetings	8
Board Leadership Structure and Role in Risk Oversight	8
Committees of the Board of Directors	9
Audit Committee	10
Compensation Committee	10
Corporate Governance and Nominating Committee	11
Board Enterprise Risk Management Committee	11
Executive Committee	11
Policies of the Board of Directors	12
Majority Withheld Vote	12
Director Nominations	12
Board Diversity Matrix	13
Code of Regulations	14
Corporate Governance Guidelines	14
Shareholder Proposals for 2025 Annual Meeting	16
Shareholder Communications with Directors	16
Section 16(a) Beneficial Ownership Reporting Compliance	16
ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES	17
PROPOSAL ONE — ELECTION OF DIRECTORS	23
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS	30
PROPOSAL TWO — ADVISORY VOTE ON EXECUTIVE COMPENSATION	33
Vote Required and Board of Directors’ Recommendation	33
COMPENSATION DISCUSSION AND ANALYSIS	34
Introduction	34

Executive Summary	34
2023 Financial Performance Summary	34
Significant 2023 Compensation Results	35
Annual Incentive Compensation Results from Financial Performance	35
Long-term Incentive Compensation Results from Financial Performance	36
Compensation Committee’s Philosophy on Executive Compensation	37
The Role of the Compensation Committee in Determining Executive Compensation	37
Role of Compensation Consultant	38
Compensation Consultant Independence	38
Say-on-Pay Consideration	38
Peer Group Evaluation and Executive Compensation Benchmarks	39
2023 Named Executive Officers Compensation	40
Base Salary	40
Annual Incentive Plan	40
Long-Term Incentive Plans	44
Clawback Policy	46
401(k) Plan and Company Contributions	46
Nonqualified Deferred Compensation Plan	47
Perquisites and Other Compensation	47
Other Elements of Our Executive Compensation Programs	48
Employment Agreements, Separation Policy and Change in Control Arrangements	48
Stock Ownership Guidelines and Anti-Hedging Policy	48
Tax Deductibility	49
Director Compensation	49
Oversight and Risk Management of Compensation Programs	50
Compensation Committee Interlocks and Insider Participation	50
THE COMPENSATION COMMITTEE REPORT	50
EXECUTIVE COMPENSATION AND OTHER INFORMATION	51
Summary of Cash and Certain Other Compensation	51
2023 Named Executive Officer Compensation Components	54
Base Salary	54
Annual Incentive Plan	54
Long-Term Incentive Compensation	56
Summary of Equity Awards Vested in 2023	58
Employment Agreements, Change in Control Agreements, Executive Separation Policy	59
Change in Control Agreements	59
Executive Separation Policy	60
Potential Payments Upon Termination or Change in Control	61
EQUITY COMPENSATION PLAN INFORMATION	64
2023 DIRECTOR COMPENSATION	65
CEO PAY RATIO DISCLOSURE	70
CEO Pay Ratio	70
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	71
PROPOSAL THREE — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	72
Independent Registered Public Accounting Firm Fees	73
Pre-Approval of Fees	73
HOUSEHOLDING OF ANNUAL MEETING MATERIALS	74
INCORPORATION BY REFERENCE	75
APPENDIX A: FARMERS NATIONAL BANC CORP. – Reconciliation of Non-GAAP Financial Measures	A-1

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