Ohio Valley Banc (OVBC) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 14, 2025, to elect three directors, approve executive compensation (advisory), and ratify the independent auditor for 2025.

• Shareholders of record as of March 21, 2025, are entitled to vote; 4,711,001 common shares outstanding.

• Proxy materials, including the 2024 Annual Report, are available online; voting can be done by mail, phone, or online.

Voting matters and shareholder proposals

• Election of three directors for three-year terms expiring in 2028: Larry E. Miller II, Edward J. Robbins, and K. Ryan Smith.

• Advisory (non-binding) vote on named executive officer compensation.

• Ratification of Plante & Moran, PLLC as independent registered public accounting firm for 2025.

• Shareholder proposals for the 2026 meeting must be received by November 17, 2025, for inclusion in proxy materials.

Board of directors and corporate governance

• Board consists of eleven directors divided into three classes; all directors except Messrs. Miller and Wiseman are independent under Nasdaq rules.

• Board held 18 meetings in 2024; all directors attended at least 75% of meetings.

• Five standing committees: Audit, Compensation and Management Succession, Executive, Nominating and Corporate Governance, and Board Enterprise Risk.

• Lead Independent Director role held by David W. Thomas; succession planning and board leadership structure detailed.

• Nominating and Corporate Governance Committee considers diversity in skills, experience, and background for board candidates.