PARK NATIONAL CORPORATION Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a) Not applicable (b) Not applicable (c) Not applicable (d) Not applicable (e) The Compensation Committee of the Board of Directors (the "Compensation
Committee") of
determine the 2021 base salary (the "2021 Base Salary") for each of Park's
executive officers, the incentive compensation for the twelve-month period ended
Park's executive officers and equity-based awards to be granted to Park's
executive officers effective on
and incentive compensation, the Compensation Committee considers, as one of the
relevant factors, Park's performance relative to Park's peer bank holding
companies (the financial services holding companies included in the Midwest
holding companies (excluding corporations classified for federal income tax
purposes as "S" corporations) in
of
case by the return on average equity and return on average assets for the
twelve-month period ended
The following table shows the 2021 Base Salary and the 2020 Incentive Compensation
for each of Park's executive officers:
Name 2020 Base Salary 2021 Base Salary 2020 Incentive Compensation
C. Daniel DeLawder1 $287,500 $287,500 $87,500
David L. Trautman2 $785,000 $785,000 $314,500
Matthew R. Miller3 $575,000 $575,000 $225,000
Brady T. Burt4 $375,000 $375,000 $177,000 ______________________________________
1Mr. DeLawder serves as Chairman of the Executive Committee of each of the Park Board of Directors and the Board of Directors of Park's national bank subsidiaryThe Park National Bank ("PNB") and as a full-time executive employee of PNB.
2
3
4Mr. Burt serves as Chief Financial Officer, Secretary and Treasurer of Park and as Senior Vice President and Chief Financial Officer of PNB.Park National Corporation 2017 Long-Term Incentive Plan for Employees - Performance-Based Restricted Stock Unit Awards OnDecember 8, 2020 , the Compensation Committee approved the grant of awards (the "2021 PBRSU Awards") of performance-based restricted stock units ("PBRSUs") to each of Messrs. Trautman, Miller and Burt, which 2021 PBRSU Award grants are to be effective onJanuary 1, 2021 , subject to the terms and conditions of Park's 2017 Long-Term Incentive Plan for Employees (the "2017 Employees LTIP") and the award agreements evidencing the 2021 PBRSU Awards. 2 -------------------------------------------------------------------------------- The following table shows the minimum/target number of PBRSUs which may be earned (the "Target Award") and the maximum number of PBRSUs which may be earned (the "Maximum Award") in respect of the 2021 PBRSU Award to be granted to each of Messrs. Trautman, Miller and Burt: Name and Position Target Award Maximum Award David L. Trautman Chairman of the Board and Chief Executive Officer of each Park and PNB 3,000 PBRSUs
4,500 PBRSUs
Matthew R. Miller President of each Park and PNB 2,250 PBRSUs
3,375 PBRSUs
Brady T. Burt Chief Financial Officer, Secretary and Treasurer of Park; Senior Vice President and Chief Financial Officer of PNB 2,000 PBRSUs 3,000 PBRSUs The number of PBRSUs earned and settled or, in the alternative, forfeited will be based upon Park's performance, measured by Park's cumulative return on average assets ("ROA") for the three-year performance period beginningJanuary 1, 2021 and endingDecember 31, 2023 (the "Performance Period"), relative to the cumulative ROA results for the Performance Period for the$3B to$10B Industry Index. However, no PBRSUs will be earned by Messrs. Trautman, Miller and Burt if Park's consolidated net income for each fiscal year during the Performance Period has not equaled or exceeded an amount equal to 110% of all cash dividends declared and paid by Park during such fiscal year. Park's performance at the 50th percentile and the 80th percentile of thePeer Group's performance will result in Messrs. Trautman, Miller and Burt earning PBRSUs representing the Target Award and the Maximum Award, respectively (interpolated on a straight line basis for performance at percentiles between these specified percentiles), covered by their respective grants. Any PBRSUs earned based on Park's performance relative to thePeer Group will also be subject to a service-based vesting requirement. One-half of the PBRSUs earned in respect of the Performance Period will vest and be settled in Park common shares (on a one-for-one basis) on the date the Compensation Committee determines and certifies the number of PBRSUs earned in respect of the Performance Period (the "Certification Date") if the executive officer earning such PBRSUs is still employed by Park or one of Park's subsidiaries on the Certification Date. On the first anniversary of the Certification Date, the other half of the PBRSUs earned in respect of the Performance Period will vest and be settled in Park common shares (on a one-for-one basis) if the executive officer earning such PBRSUs is still employed by Park or one of Park's subsidiaries on the first anniversary of the Certification Date. Subject to the terms of the award agreement evidencing each 2021 PBRSU Award, none of the Park common shares received by Messrs. Trautman, Miller and Burt upon settlement of earned and vested PBRSUs may be sold, transferred, assigned or otherwise similarly disposed of by him for a period of five years after the date of settlement. Each award agreement evidencing a 2021 PBRSU Award also addresses the effect of termination of employment of the executive officer to whom the 2021 BPRSU Award is granted, the effect of a defined "Change in Control" for purposes of the 2017 Employees LTIP and events the occurrence of which will result in the forfeiture of the PBRSUs and any common shares delivered pursuant to the award agreement. 3
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