Ohio Valley Banc (OVBC) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 13, 2026, to elect three directors, approve executive compensation (advisory), ratify the independent auditor, and address other business.

• Shareholders of record as of March 20, 2026, are entitled to vote; proxy materials and annual report are available online.

• Voting can be done by mail, phone, or online; ESOP participants receive separate instructions.

• 80% shareholder participation was achieved last year, with a goal to exceed that in 2026.

Voting matters and shareholder proposals

• Three directors (Kimberly A. Canady, Seth I. Michael, Brent A. Saunders) nominated for three-year terms expiring in 2029.

• Advisory vote on executive compensation; last year, 82% of votes supported the compensation program.

• Ratification of Plante & Moran, PLLC as independent auditor for fiscal year 2026.

• Shareholders may submit proposals or nominate directors for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of eleven directors in three classes; succession planning and retirement policies in place.

• Two directors (Chairman Thomas E. Wiseman and Lead Independent Director David W. Thomas) will retire at the 2026 meeting.

• Board committees: Audit, Compensation, Executive, Nominating and Corporate Governance, Board Enterprise Risk.

• Majority of directors are independent per Nasdaq standards; independence reviewed annually.

• Shareholder communications with the board are encouraged and not screened.