LCNB CORP. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by LCNB CORP. (LCNB) on August 18, 2026. The registrant is incorporated in Ohio and its common shares trade on the NASDAQ Capital Market under the symbol LCNB. The report details corporate governance updates and executive compensation arrangements effective as of the filing date.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on personnel appointments and contractual agreements.
Material Changes
- Director Appointment: Susan B. Zaunbrecher was appointed to the boards of directors of LCNB Corp. and its subsidiary, LCNB National Bank, effective August 18, 2026. She serves as a Class I director with a term ending at the 2027 Annual Meeting of Shareholders. Her compensation will align with other non-employee directors.
- Executive Compensation Agreements: The Company and the Bank entered into Change in Control (CIC) Agreements with five Named Executive Officers (NEOs): Eric J. Meilstrup (CEO), Robert C. Haines II (President), Andrew Wallace (CFO), Michael R. Miller (Trust Officer), and Bradley A. Ruppert (CIO). These agreements have a two-year term.
Outlook, Risks, and Unusual Items
The CIC Agreements establish severance provisions triggered by a qualifying termination of employment in connection with a change in control. Payments are structured as single lump sums within 30 days of the trigger event, subject to tax withholding. Additionally, the Company will cover the full cost of COBRA health coverage for the executives during the defined premium period.
Severance Multipliers:
- 250% of Base Compensation: Eric J. Meilstrup and Robert C. Haines II.
- 150% of Base Compensation: Andrew Wallace, Michael R. Miller, and Bradley A. Ruppert.
The filing does not provide specific guidance on future financial performance or identify new material risks beyond the standard contingencies associated with executive turnover and change in control scenarios.
Investor Verification Checklist
- Verify the specific definitions of "Base Compensation" and "Change in Control Payment Trigger Event" in the attached Exhibits 10.1 through 10.5.
- Review the press release (Exhibit 99.1) for additional context on the strategic rationale for appointing Ms. Zaunbrecher.
- Confirm the total potential liability exposure for the Company under the new CIC Agreements based on current executive base salaries.
- Monitor future filings for committee assignments for the newly appointed director.