DEF 14A

Principal Occupation for Past Five Years and Other Information

Gregory C. Bestic

Mr. Bestic has served as a director of Farmers since 2011 and is currently Chair of the Audit Committee and a member of the Compensation Committee. Mr. Bestic also serves as a director of Farmers Trust Company, a Farmers subsidiary. Mr. Bestic was a Principal in Schroedel, Scullin & Bestic, LLC, a certified public accounting and strategic advisory firm located in Canfield, Ohio. Mr. Bestic has practiced with Schroedel, Scullin & Bestic, LLC and its predecessor firm since 1980 and retired in 2022. Mr. Bestic is a certified public accountant. Mr. Bestic was also a certified forensic accountant (Diplomate of the American Board of Forensic Accounting) and a fellow of the American College of Forensic Examiners. He serves or has served on a number of non-profit community and civic boards in the Mahoning Valley, including the Cardinal Joint Fire District, Salem Regional Medical Center and the Advisory Committee of the Accounting and Finance Department of Youngstown State University. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Bestic has developed through his educational background in business and accounting, as well as his business and leadership experiences in the Mahoning Valley, allow him to provide accounting, local business, and corporate governance expertise to the Board of Directors.

Kevin J. Helmick

Mr. Helmick has served as a director of Farmers since 2014, as the President and Chief Executive Officer of Farmers since November 2013, and is a member of the Executive Committee. Prior to his appointment as President and Chief Executive Officer, Mr. Helmick served as the Executive Vice President and Secretary of the Company and Executive Vice President – Retail and Wealth Management of Farmers Bank since January 2012. Prior to that, Mr. Helmick served as the Vice President of Wealth Management and Retail Services of Farmers Bank since 2008. The Corporate Governance and Nominating Committee believes that the attributes, skills and qualifications Mr. Helmick has developed through his education and experiences in the banking and financial services industries, as well as his significant past leadership positions with Farmers, allow him to provide continued business and leadership insight to the Board of Directors.

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

FARMERS NATIONAL BANC CORP.

(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.

LOGO

20 SOUTH BROAD STREET,

CANFIELD, OHIO 44406

March 21, 2023

To Our Shareholders:

You are cordially invited to the 2023 Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) to be held on April 20, 2023 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 at https://meetnow.global/MWKKDGV, 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 I directors whose terms will expire at the Annual Meeting in 2026; (ii) conduct a non-binding advisory vote on the frequency of holding an advisory vote on the compensation of the Company’s named executive officers; (iii) consider and vote upon a non-binding advisory resolution to approve the compensation of the Company’s named executive officers; and (iv) 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, 2023.

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,

LOGO

KEVIN J. HELMICK

President and Chief Executive Officer

FARMERS NATIONAL BANC CORP.

20 SOUTH BROAD STREET

CANFIELD, OHIO 44406

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To Be Held Thursday, April 20, 2023

The Annual Meeting of Shareholders of Farmers National Banc Corp. (“Farmers” or the “Company”) will be held on April 20, 2023 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 at https://meetnow.global/MWKKDGV, where you will be able to vote electronically and submit questions during the meeting.

The 2023 Annual Meeting will be held for the following purposes:

to elect four Class I directors to serve for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2026;

to conduct a non-binding advisory vote on the frequency of holding an advisory vote on executive compensation;

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

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, 2023; and

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 7, 2023 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, for a frequency of “One Year” under Proposal Number 2, and “FOR” each of Proposal Numbers 3 and 4.

By Order of the Board of Directors,

LOGO

TROY ADAIR

Executive Vice President, Chief Financial Officer and Secretary

Canfield, Ohio

March 21, 2023

FARMERS NATIONAL BANC CORP.

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			9
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 2024 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			21
BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS			28
PROPOSAL TWO — ADVISORY VOTE ON THE FREQUENCY			30
OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION			30
PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION			31
Vote Required and Board of Directors’ Recommendation			31
COMPENSATION DISCUSSION AND ANALYSIS			32
Introduction			32


Executive Summary			32
2022 Financial Performance Highlights			32
2022 Significant Compensation Results			33
Annual Incentive Compensation Results from Financial Performance			33
Long-term Incentive Compensation Results from Financial Performance			34
Compensation Committee’s Philosophy on Executive Compensation			35
The Role of the Compensation Committee in Determining Executive Compensation			35
Role of Compensation Consultant			36
Compensation Consultant Independence			36
Say-on-Pay Consideration			36
Peer Group Evaluation and Executive Compensation Benchmarks			36
Named Executive Officers 2022 Compensation			38
Base Salary			38
Annual Incentive Plan			39
Long-Term Incentive Plans			41
Clawback Policy			44
401(k) Plan and Company Contributions			45
Nonqualified Deferred Compensation Plan			45
Perquisites and Other Compensation			46
Other Elements of Our Executive Compensation Programs			46
Employment Agreements, Separation Policy and Change in Control Arrangements			46
Stock Ownership Guidelines and Anti-Hedging Policy			47
Director Compensation			47
Oversight and Risk Management of Compensation Programs			48
Compensation Committee Interlocks and Insider Participation			48
THE COMPENSATION COMMITTEE REPORT			49
EXECUTIVE COMPENSATION AND OTHER INFORMATION			50
Summary of Cash and Certain Other Compensation			50
2022 Named Executive Officer Compensation Components			53
Base Salary			53
Annual Incentive Plan			54
Long-Term Incentive Compensation			55
Summary of Equity Awards Vested in 2022			57
Employment Agreements, Change in Control Agreements, Executive Separation Policy			58
Change in Control Agreements			58
Executive Separation Policy			59
Potential Payments Upon Termination or Change in Control			60
EQUITY COMPENSATION PLAN INFORMATION			63
2022 DIRECTOR COMPENSATION			64
PAY VERSUS PERFORMANCE			65
CEO PAY RATIO DISCLOSURE			69
CEO Pay Ratio			69
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS			70
PROPOSAL FOUR — RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			71
Independent Registered Public Accounting Firm Fees			72
Pre-Approval of Fees			72
HOUSEHOLDING OF ANNUAL MEETING MATERIALS			73
INCORPORATION BY REFERENCE			74
APPENDIX A: FARMERS NATIONAL BANC CORP. – Reconciliation of Non-GAAP Financial Measures			A-1

GENERAL INFORMATION

This proxy statement is furnished in connection with the solicitation by the Board of Directors of Farmers National Banc Corp., an Ohio corporation (“Farmers” or the “Company”), of the accompanying proxy to be voted during the 2023 Annual Meeting of Shareholders (the “Annual Meeting”), and during any adjournment or postponement thereof. The Annual Meeting will be held on April 20, 2023 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 at https://meetnow.global/MWKKDGV, where you will be able to vote electronically and submit questions during the meeting. The mailing address of the principal executive offices of Farmers is 20 South Broad Street, Canfield, Ohio 44406; telephone number (330) 533-3341. This proxy statement, together with the related proxy and Farmers’ 2022 Annual Report to Shareholders (the “Annual Report”), are being mailed to the shareholders of the Company on or about March 21, 2023. This Proxy Statement contains important information for you to consider when deciding how to vote. Please read this information carefully.

Important notice regarding the availability of proxy materials for the Annual Meeting to be held on Thursday, April 20, 2023: This proxy statement, the Form 10-K for the year ended December 31, 2022 and the Annual Report to Shareholders are available at www.edocumentview.com/FMNB.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

When and Where will the Annual Meeting be Held?

The Annual Meeting will be held on Thursday, April 20, 2023 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 at https://meetnow.global/MWKKDGV, where you will be able to vote electronically and submit questions during the meeting. To obtain more information regarding how to participate in the live webcast of the Annual Meeting, please contact Shareholder Relations at (330) 533-5127.

Why did I Receive these Proxy Materials?

You have received these proxy materials because the Board of Directors is soliciting a proxy to vote your shares during the Annual Meeting. This proxy statement contains information that Farmers is required to provide to you under the rules of the Securities and Exchange Commission (the “Commission”) and is intended to assist you in voting your shares.

Who may Vote during the Annual Meeting?

The Board of Directors has set March 7, 2023 as the “record date” for the Annual Meeting. This means that only shareholders of record at the close of business on that date are entitled to notice of, and to vote during, the Annual Meeting or any adjournment(s) or postponement(s) thereof. At the close of business on March 7, 2023, 37,910,511 Common Shares were issued and outstanding. Each Common Share entitles the holder to one vote on each item to be voted upon during the Annual Meeting and there is no cumulative voting.

What is the Difference between Holding Shares as a “Shareholder of Record” and as a “Beneficial Owner”?

If your Farmers’ shares are registered directly in your name, you are considered the “shareholder of record” of those shares. Farmers has sent these proxy materials directly to all “shareholders of record.” Alternatively, if your Farmers’ shares are held in an account at a brokerage firm, bank, broker-dealer or other similar organization, which is sometimes called “street name,” then you are the “beneficial owner” of those shares, and these proxy materials were forwarded to you by that organization. The organization holding your shares is the shareholder of record for purposes of voting the shares during the Annual Meeting. As the beneficial owner, you have the right to direct that organization how to vote the Common Shares held in your account by following the voting instructions the organization provides to you.

How do I Vote?

Shareholders of record may vote on matters that are properly presented during the Annual Meeting in four ways:

•

By completing the accompanying proxy and returning it in the envelope provided;

•

By submitting your vote telephonically;

•

By submitting your vote electronically via the Internet before the meeting at www.envisionreports.com/FMNB; or

•

By submitting your vote electronically via the Internet during the meeting at https://meetnow.global/MWKKDGV.

For the Annual Meeting, Farmers is offering shareholders of record the opportunity to vote their Common Shares electronically through the Internet or by telephone by following the procedures described on the enclosed proxy instead of submitting the enclosed proxy by mail. In order to vote via the Internet or by telephone, please have the enclosed proxy in hand, and go to the website listed on the proxy or call the number and follow the instructions. The Internet and telephone voting procedures are designed to authenticate shareholder identities, to allow shareholders to give their voting instructions, and to confirm that shareholder instructions have been recorded properly. Shareholders voting through the Internet should understand that they may bear certain costs associated with Internet access, such as usage charges from their Internet service providers.

If you hold your Common Shares in street name, you should follow the voting instructions provided to you by the organization that holds your Common Shares. If you plan to participate in the live webcast of the Annual Meeting, you will have the opportunity to vote electronically during the meeting. If you hold your Common Shares in street name and plan to attend the live webcast of the Annual Meeting, you must register in advance. If your Common Shares are held in the name of your broker, bank or other shareholder of record, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the shares on March 7, 2023 in order to attend and vote during the live webcast of the Annual Meeting. Requests for registration must be sent to our transfer agent, Computershare, via email at legalproxy@computershare.com or by mail at Computershare, Farmers National Banc. Corp Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001 and include proof of your legal proxy issued by your broker, bank or other shareholder of record. Requests for registration must be labeled as “Legal Proxy” and must be received by Computershare no later than 5:00 p.m., Eastern Time, on April 17, 2023.

How will My Shares be Voted?

If you vote by mail, through the Internet, or by telephone, your Common Shares will be voted as you direct. If you submit a valid proxy prior to the Annual Meeting, but do not complete the voting instructions, your Common Shares will be voted:

•

“FOR” the election of the four Class I director nominees listed under “Proposal One — Election of Directors;”

•

To approve the frequency of “One Year” under “Proposal Two — Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation;”

•

“FOR” the non-binding advisory resolution to approve the compensation of the Company’s named executive officers under “Proposal Three — Advisory Vote on Executive Compensation;” and

•

“FOR” the ratification of the appointment of Crowe LLP as Farmers’ independent registered public accounting firm for the year ending December 31, 2023 under “Proposal Four — Ratification of Selection of Independent Registered Public Accounting Firm.”

Can Other Matters be Decided during the Annual Meeting?

On the date that this proxy statement was printed, Farmers was not aware of any matters to be raised during the Annual Meeting other than those included in this proxy statement.

If you submit a valid proxy and other matters are properly presented for consideration during the Annual Meeting, then the individuals appointed as proxies will have the discretion to vote on those matters for you.

May I Revoke or Change My Vote?

Yes, proxies may be revoked at any time before a vote is taken or the authority granted is otherwise exercised. Revocation may be accomplished by:

•

executing a later dated proxy with regard to the same Common Shares;

•

executing a later casted Internet or telephone vote with regard to the same Common Shares;

•

giving notice in writing to the Secretary at 20 South Broad Street, Canfield, Ohio 44406; or

•

submitting a later casted vote electronically via the Internet during the live webcast of the Annual Meeting at https://meetnow.global/MWKKDGV.

If your Common Shares are held in street name and you wish to revoke your proxy, you should follow the instructions provided to you by the record holder of your shares. If you wish to revoke your proxy during the live webcast of the Annual Meeting, you must have a legal proxy from the shareholder of record indicating that you were the beneficial owner of the Common Shares on March 7, 2023. Participating in the live webcast of the Annual Meeting will not, by itself, revoke your proxy.

Who Pays the Cost of Proxy Solicitation?

The accompanying proxy is solicited by and on behalf of the Board of Directors, whose notice of meeting is attached to this proxy statement, and the entire cost of such solicitation will be borne by Farmers. In addition to the use of the mail, proxies may be solicited by personal interview, telephone, facsimile and electronic mail by directors, officers and employees of Farmers. Arrangements will be made with brokerage houses and other custodians, nominees and fiduciaries for the forwarding of solicitation material to the beneficial owners of Common Shares held of record by such persons, and Farmers will reimburse them for reasonable out-of-pocket expenses incurred by them in connection therewith.

How Many Common Shares Must be Represented at the Annual Meeting in Order to Constitute a Quorum?

The shareholders present in person (via the live webcast) or by proxy at the Annual Meeting representing not less than one-third of Farmers’ outstanding Common Shares shall constitute a quorum for the Annual Meeting. Consequently, at least 12,636,837 Common Shares must be represented at the Annual Meeting in person (via the live webcast) or by proxy in order to constitute a quorum. Abstentions and “broker non-votes” are counted as present and entitled to vote for purposes of determining a quorum. Street name holders generally cannot vote their Common Shares directly and must instead instruct the broker, bank or other shareholder of record how to vote their Common Shares using the voting instructions provided by it. If a street name holder does not provide timely instructions, the broker or other nominee may have the authority to vote on some proposals but not others. If a broker or other nominee votes on one proposal, but does not vote on another proposal because the nominee does not have discretionary voting power and has not received instructions from the beneficial owner, this results in a broker non-vote.

Broker non-votes on a matter are counted as present for purposes of establishing a quorum for the meeting, but are not considered entitled to vote on that particular matter.

What are the Voting Requirements to Elect the Directors and to Approve the Other Proposals Discussed in this Proxy Statement?

The vote required to approve each of the proposals that are scheduled to be presented during the Annual Meeting is as follows:


Proposal		Vote Required

Proposal One — Election of Directors		Election of the four Class I director nominees requires the affirmative vote of the holders of a plurality of the Common Shares present (via the live webcast), represented and entitled to vote during the Annual Meeting. Broker non-votes and proxies marked “WITHHOLD AUTHORITY” will not be counted toward the election of the director or toward the election of an individual nominee and, thus, will have no effect other than that they will be counted for establishing a quorum.

Proposal Two — Advisory Vote on the Frequency of an Advisory Vote on Executive Compensation		The proposal to determine the frequency of holding an advisory vote on Farmers’ executive compensation requires the affirmative vote of the holders of a plurality of the common shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Shareholders may vote for “One Year,” “Two Years,” “Three Years” or “ABSTAIN.” Broker non-votes and proxies marked “ABSTAIN” will not be counted toward the frequency of any specified period and, thus, will have no effect other than that they will be counted for establishing a quorum. As this is an advisory vote, it is not binding on the Compensation Committee or the Board of Directors and the Board may decide that it is in the best interests of Farmers and its shareholders to hold an advisory vote more or less frequently than the preference receiving the highest number of votes. However, the Compensation Committee and the Board of Directors expect to take into account the outcome of the vote when considering the frequency of future advisory votes on executive compensation.


Proposal		Vote Required

Proposal Three — Advisory Vote on Executive Compensation		The proposal to approve the resolution regarding the compensation of Farmers’ named executive officers requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote during the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Three. Broker non-votes will not be counted for the purpose of determining whether Proposal Two has been approved. Abstentions will be counted as present and entitled to vote for purposes of Proposal Three and thus will have the same effect as a vote against Proposal Three. As this is an advisory vote, the outcome of the vote is not binding on the Compensation Committee or the Board of Directors with respect to future executive compensation decisions, including those relating to Farmers’ named executive officers or otherwise. However, the Compensation Committee and the Board of Directors expect to take into account the outcome of the vote when considering future executive compensation decisions.

Proposal Four — Ratification of Selection of Independent Registered Public Accounting Firm		The proposal to ratify the appointment of Farmers’ independent registered public accounting firm requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Shareholders may vote “FOR,” “AGAINST” or “ABSTAIN” from voting on Proposal Four. Abstentions will be counted as present and entitled to vote for purposes of Proposal Four and thus will have the same effect as a vote against Proposal Four.

Under Ohio law, the Articles, and Farmers’ Regulations, the nominees for election as directors who receive the greatest number of votes cast will be elected directors. Each shareholder will be entitled to cast one vote for each Common Share owned, and shareholders may not cumulate votes in the election of directors. Common Shares as to which the authority to vote is withheld are not counted toward the election of directors. However, the Board of Directors has adopted a “Majority Vote Withheld Policy” in the event that “Withhold Authority” has been indicated by a majority of the votes cast with respect to any director in an uncontested election. A summary of this policy is set forth under the caption “CORPORATE GOVERNANCE — Policies of the Board of Directors” in this proxy statement.

CORPORATE GOVERNANCE

The Board of Directors — Independence

The Board of Directors is currently comprised of twelve members, four of whom are nominees for re-election during the Annual Meeting. Additional information regarding the director nominees is set forth in “Proposal One — Election of Directors” in this proxy statement. The Board of Directors affirmatively determined that each of the directors listed below is an “independent director” under the rules of The NASDAQ Stock Market LLC (“NASDAQ”):


Gregory C. Bestic		Edward W. Muransky
Anne Frederick Crawford		David Z Paull
Neil J. Kaback		Richard B. Thompson
Ralph D. Macali		Andre Thornton
Frank J. Monaco		Nicholas Varischetti
Terry A. Moore

The only director (or director nominee) of Farmers who has been determined by the Board of Directors not to be independent is Kevin J. Helmick, the Company’s President and Chief Executive Officer.

During 2022, certain current directors and executive officers of Farmers, and their associates, were customers of, and had banking transactions with, various subsidiaries of the Company, including Farmers’ subsidiary bank, The Farmers National Bank of Canfield (“Farmers Bank”). All relationships between any director or executive officer and Farmers or any of its subsidiaries were conducted in the ordinary course of business. Farmers encourages its directors and executive officers to maintain these relationships and expects that these transactions will continue in the future. All loans and loan commitments included in such transactions were made and will be made: (i) in the ordinary course of business; (ii) on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to Farmers; and (iii) without more than the normal risk of collectability or present other unfavorable features. After reviewing the details of these relationships, the Board of Directors has determined that such relationships do not interfere with the exercise of any director’s independent judgment in carrying out his or her responsibilities.

In assessing the independence of directors, the Board of Directors also considers the business relationships between Farmers and its directors or their affiliated businesses other than ordinary banking relationships, if any. Where such business relationships other than ordinary banking relationships exist, the Board of Directors evaluates the scope and nature of each business relationship. There were no such business relationships between Farmers and its directors or the directors’ affiliated companies that were so considered by the Board of Directors in 2022.

Certain Relationships and Related Transactions

Farmers’ Audit Committee is responsible for reviewing and approving, pursuant to the Company’s written policy, all related party transactions that are material to the Company’s consolidated financial statements or otherwise require disclosure under Item 404 of Regulation S-K. Extensions of credit by Farmers or any of its subsidiaries to “insiders” of the Company or its subsidiaries are also regulated by Regulation O adopted under the Federal Reserve Act and the Federal Deposit Insurance Corporation Improvement Act.

It is Farmers’ policy that any transactions with persons whom Regulation O defines as “insiders” (i.e., executive officers, directors, principal shareholders and their related interests) are engaged in the same manner as transactions conducted with all members of the public. Transactions are reviewed and approved by the Board of Directors either on a case-by-case basis (such as loans made by Farmers Bank to an insider) or, in the case of an ongoing relationship, at the outset of the relationship with periodic review. All loans outstanding to insiders of Farmers at any time since January 1, 2022: (i) were made in the ordinary course of business; (ii) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the Company; and (iii) did not involve more than the normal risk of collectability or present other unfavorable features.

Attendance at Meetings

The Board of Directors held 12 meetings during 2022. Each incumbent director attended at least 75% of the total of all meetings of the Board of Directors and any committees thereof on which such director served during the year. In accordance with Farmers’ Corporate Governance Guidelines (the “Corporate Governance Guidelines”), directors are expected to attend all meetings of the Board of Directors, although it is understood that, on occasion, a director may not be able to attend a meeting. Directors are encouraged to participate in the live webcast of the Annual Meeting. All of the current members of the Board of Directors attended virtually the 2022 Annual Meeting held on April 21, 2022, except for Messrs. Thornton and Varischetti, each of whom were appointed to the Board of Directors effective January 1, 2023.

Board Leadership Structure and Role in Risk Oversight

Terry A. Moore is the current non-executive Chairman appointed by the Board of Directors. As Chairman, Mr. Moore presides over meetings of the Board of Directors, serves as the primary liaison between the Board of Directors and executive management of Farmers, consults with and advises the Board of Directors and its committees on certain business and affairs of Farmers, and performs other responsibilities as may be assigned by the Board of Directors from time to time. Mr. Moore also serves as the Chair of the Executive Committee of the Board of Directors. Kevin J. Helmick, as President and Chief Executive Officer, is responsible both for overseeing Farmers’ day-to-day operations and for establishing and leading the execution of the Company’s long-term strategic objectives, subject to the overall direction and supervision of the Board of Directors and its committees. Farmers does not have a formal policy with respect to separation of the offices of Chairman of the Board and Chief Executive Officer, as the Board of Directors believes that flexibility in appointing the Chairman of the Board allows the Board of Directors to make a determination as to such position from time to time and in a manner that it believes is in the best interest of Farmers and its shareholders. The Board of Directors believes, however, that the current structure of appointing an independent non-executive Chairman best serves Farmers because it allows Mr. Helmick to focus on managing the Company’s day-to-day business while allowing an independent director to lead the Board of Directors in its primary role of review and oversight of management. The Board of Directors also believes that its leadership structure has created an environment of open, efficient communication between the Board of Directors and management, enabling the Board of Directors to maintain an active, informed role in risk management by being able to monitor and manage those matters that may present significant risks to Farmers.

The role of the Board of Directors in Farmers’ risk management process includes reviewing regular reports from senior management on areas of material risk to the Company, including operational, financial, legal, regulatory and strategic risks.

The Board of Directors reviews these reports to enable it to understand and assess Farmers’ risk assessment, risk management and risk mitigation strategies. While the Board of Directors has the ultimate oversight responsibility for the risk management process, various committees of both management and the Board of Directors also have responsibility for risk management. In accordance with the Board Enterprise Risk Management Committee Charter, the Board Enterprise Risk Management Committee assists the Board of Directors in its oversight of management’s implementation and enforcement of Farmers’ policies, procedures and practices relating to: (i) the management of enterprise-wide risk; (ii) compliance with applicable laws and regulations and the maintenance of appropriate regulatory and economic capital and reserve levels; and (iii) the Company’s long-term strategic plans and initiatives. In addition, the Audit Committee assists the Board of Directors in overseeing and monitoring management’s conduct of Farmers’ financial reporting process and system of internal accounting and financial controls. Finally, the Compensation Committee oversees the management of risks relating to executive and non-executive compensation plans and arrangements. While each committee oversees certain risks and the management of such risks, the entire Board is regularly informed of such risks through committee reports.

Committees of the Board of Directors

The Board of Directors conducts its business through meetings of the Board and the following committees: (i) Audit Committee; (ii) Compensation Committee; (iii) Corporate Governance and Nominating Committee; (iv) Board Enterprise Risk Management Committee; and (v) Executive Committee. Each committee other than the Executive Committee meets on a regular basis and each committee reports their deliberations and actions to the full Board of Directors. Each of the committees has the authority to engage outside experts, advisors and counsel to the extent it considers appropriate to assist the committee in its work.

The current composition of our standing committees is as follows:

Audit

Board
Enterprise
Risk
Management

Compensation

Corporate
Governance
and
Nominating

Executive

Gregory C. Bestic

Anne Frederick Crawford

Neil J. Kaback

Ralph D. Macali

Frank J. Monaco

Terry A. Moore

Edward W. Muransky

David Z. Paull

Richard B. Thompson

Andre Thornton

Nicholas D. Varischetti

*	Indicates Committee Chair

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its responsibility to oversee the accounting and financial reporting process of the Company. The Audit Committee also reviews, evaluates and approves all related party transactions. The Audit Committee members currently are Gregory C. Bestic (Chair), Neil J. Kaback, Ralph D. Macali, and Richard B. Thompson.

During 2022, Frank J. Monaco and Edward W. Muransky also served on the Audit Committee. The Board of Directors has determined that Mr. Bestic, Mr. Kaback, and Mr. Monaco each qualify as an “audit committee financial expert.” Specifically, the Board of Directors has determined that Mr. Bestic and Mr. Kaback each have all of the attributes listed in the definition of an “audit committee financial expert” set forth in the Instruction to Item 407(d)(5)(i) of Regulation S-K and in the NASDAQ listing requirements. Mr. Bestic acquired these attributes through education and experience as a certified public accountant and, specifically, as a Principal in Schroedel, Scullin & Bestic, LLC, a certified public accounting and strategic advisory firm located in Canfield, Ohio. Mr. Kaback acquired these attributes through education and experience as a certified public accountant and, specifically, as a Partner at Cohen & Company, in their Youngstown, Ohio office. All of the Audit Committee members are considered independent for purposes of NASDAQ listing requirements. The Audit Committee operates under a written charter, which is reviewed annually by the Audit Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Audit Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Audit Committee held 7 meetings during 2022.

Compensation Committee

The Compensation Committee establishes policies and levels of reasonable compensation for the executive officers of the Company and generally administers the Company’s incentive compensation programs. The Compensation Committee members currently are Frank J. Monaco (Chair), Gregory C. Bestic, Anne Frederick Crawford, Terry A. Moore, David Z. Paull and Nicholas D. Varischetti. During 2022, James R. Smail and Richard B. Thompson also served on the Compensation Committee. All members of the Compensation Committee are considered independent for purposes of NASDAQ listing requirements. The Compensation Committee operates under a written charter, which is reviewed annually by the Compensation Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. A copy of the current Compensation Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Compensation Committee held 6 meetings during 2022.

Pursuant to the terms of its charter, the Compensation Committee may, in its discretion, delegate all or a portion of its duties and responsibilities to a subcommittee of the Compensation Committee. In addition, the Compensation Committee may invite such members of management to its meetings, as it may deem desirable or appropriate, consistent with the maintenance of the confidentiality of compensation discussions. In addition, the Compensation Committee may delegate to the Chief Executive Officer, or another executive designee, the authority to approve salary and other compensation for employees below the executive officer level in accordance with overall pools, policy guidelines and limits approved by the Committee. Pursuant to its charter, the Compensation Committee has the authority to select, retain, terminate and approve the fees and other retention terms of special counsel or other experts or consultants, as it deems appropriate, without seeking approval of the Board of Directors or management. Additional information regarding the Compensation Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS” section of this proxy statement.

Corporate Governance and Nominating Committee

The Corporate Governance and Nominating Committee’s purpose is to: (i) identify and recommend individuals to the Board of Directors for nomination as members of the Board of Directors and its committees; (ii) promote effective corporate governance, including developing and recommending to the Board of Directors a set of corporate governance principles applicable to the Company; and (iii) lead the Board of Directors in its annual review of the Board’s performance and the performance of each of its committees. The members of the Corporate Governance and Nominating Committee currently are Anne Frederick Crawford (Chair), Ralph D. Macali, Terry A. Moore, Edward W. Muransky, Andre Thornton, and Nicholas D. Varischetti. During 2022, Gregory C. Bestic also served on the Corporate Governance and Nominating Committee. All members of the Corporate Governance and Nominating Committee are independent for purposes of NASDAQ listing requirements. The Board of Directors has adopted a written charter for the Corporate Governance and Nominating Committee and the Corporate Governance Guidelines, both of which are reviewed annually by the Corporate Governance and Nominating Committee and the Board of Directors to reflect current Commission and NASDAQ rules, requirements and best corporate practices. Copies of the Corporate Governance and Nominating Committee Charter and the Corporate Governance Guidelines are available on Farmers’ website at www.farmersbankgroup.com. The Corporate Governance and Nominating Committee held 7 meetings during 2022.

Board Enterprise Risk Management Committee

The Board Enterprise Risk Management Committee oversees management’s implementation and enforcement of the Company’s policies, procedures and practices relating to the management of enterprise-wide risk. The members of the Board Enterprise Risk Management Committee currently are Edward W. Muransky (Chair), Neil J. Kaback, Frank J. Monaco, David Z. Paull, Richard B. Thompson, and Andre Thornton. During 2022, James R. Smail also served on the Board Enterprise Risk Management Committee. The Board Enterprise Risk Management Committee operates under a written charter, which is reviewed annually by the Board Enterprise Risk Management Committee and the Board of Directors. A copy of the current Board Enterprise Risk Management Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Board Enterprise Risk Management Committee meets on a regular basis with Mr. Helmick and other executive officers of Farmers. The Board Enterprise Risk Management Committee held 4 meetings during 2022. Additional information regarding the Board Enterprise Risk Management Committee’s role is set forth in the “COMPENSATION DISCUSSION AND ANALYSIS – Oversight and Risk Management of Compensation Programs” section of this proxy statement.

Executive Committee

The Executive Committee is authorized to act on behalf of the Board of Directors on all corporate actions for which applicable law does not require participation by the full Board. All actions taken by the Executive Committee must be reported at the next meeting of the Board of Directors. The current members of the Executive Committee are Terry A. Moore (Chair), Kevin J. Helmick, Edward W. Muransky, and David Z. Paull. During 2022, James R. Smail also served on the Executive Committee. The Executive Committee operates under a written charter, which is reviewed annually by the Executive Committee and the Board of Directors. A copy of the current Executive Committee Charter is available on Farmers’ website at www.farmersbankgroup.com. The Executive Committee held 5 meetings in 2022.

Policies of the Board of Directors

Majority Withheld Vote

The Board of Directors recognizes that, pursuant to Section 1701.55(B) of the Ohio Revised Code, director nominees who receive the greatest number of shareholder votes are automatically elected to the Board of Directors, regardless of whether the votes in favor of such nominees constitute a majority of the voting power of Farmers, because our Articles do not include alternative election standards. Nevertheless, the Board of Directors has adopted a policy that, in an uncontested election, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”), should promptly tender his or her resignation to the Chairman of the Board of Directors. Thereafter, the Corporate Governance and Nominating Committee will consider the tendered resignation and recommend to the Board of Directors whether to accept or reject it. In considering whether to recommend to the Board of Directors to accept or reject the tendered resignation, the Corporate Governance and Nominating Committee will consider all information and factors deemed relevant, including, without limitation: (i) the reasons (if any) given by shareholders as to why they withheld their votes, and (ii) the qualifications and performance of the tendering director(s) and his or her contributions to the Board of Directors and Farmers. The Board of Directors will act on any tendered resignation within 90 days following certification of the shareholder vote. Following the Board of Directors’ determination, Farmers will promptly disclose the Board’s decision whether to accept or reject the director’s resignation offer (and, if applicable, the reasons for rejecting the resignation offer) in a press release and in a Current Report on Form 8-K. Any director who tenders his or her resignation pursuant to this provision shall not participate in the Corporate Governance and Nominating Committee’s consideration or action by the Board of Directors regarding whether to accept the resignation offer. If a majority of the Board of Directors receives a Majority Withheld Vote at the same election, then the independent directors who did not receive a Majority Withheld Vote will consider the resignation offers and whether to accept or reject them.

Director Nominations

The Corporate Governance and Nominating Committee will consider candidates for director, including those recommended by a shareholder who submits the person’s name and qualifications in writing. Although the Corporate Governance and Nominating Committee has not specified minimum qualifications for a recommended candidate, and does not consider shareholder recommended candidates differently from other candidates, the Committee considers the fit of an individual’s skills with those of other directors and potential directors in building a Board that is effective and responsive to the needs of the Company and its shareholders. The following attributes are considered important to such consideration, but all may not necessarily be possessed by any one director candidate:

•

personal qualities and characteristics, accomplishments and reputation in the business community, including high personal and professional values, ethics and integrity;

•

current knowledge and contacts in the communities in which Farmers does business;

•

ability and willingness to commit adequate time to diligently attend to Board of Directors and committee matters;

•

ability to think and act independently yet constructively in a mutually respectful environment;

•

diversity of viewpoints, background, experience and other demographics; and

•

the ability of the nominee to satisfy the independence requirements of NASDAQ.

While the Board of Directors does not have a formal diversity policy, diversity of viewpoints, background, experience and other demographics are criterion on which the Corporate Governance and Nominating Committee bases its evaluation of potential candidates for director positions. When identifying first-time candidates or nominees for director, or in evaluating individuals recommended by shareholders, the Corporate Governance and Nominating Committee will consider diversity, the current composition of the Board of Directors in light of the diverse communities and geographies Farmers serves, and the interplay of the candidate’s or nominee’s experience, education, skills, background, gender, race, ethnicity and other qualities and attributes with those of the other Board members. The inclusion of diversity in the listed criteria reflects the Board of Directors’ belief that diversity is an important component of an effective Board and the Corporate Governance and Nominating Committee evaluates each potential director candidate on their specific skills, expertise and background, as well as traditional diversity concepts.

In addition to recommendations presented by shareholders, the Board of Directors maintains a current list of potential director candidates that fit the characteristics and qualifications of the Corporate Governance and Nominating Committee, which it considers from time to time to fill director vacancies or for director nominations. The Corporate Governance and Nominating Committee makes its recommendation regarding nominations to the Board of Directors, and nominees are selected by the Board of Directors.

Board Diversity Matrix

In 2022, the NASDAQ amended its listing rules to require diverse board composition and disclosure of specified diversity metrics, subject to certain exceptions and transition periods. In accordance with NASDAQ rules, the table below provides the composition of our Board of Directors based on voluntary self-identification of gender identity and other demographics. Each of the categories listed in the below table has the meaning as it is used in the NASDAQ rules and related guidance and instructions.

Board Diversity Matrix

Total Number of Directors

Part I: Gender Identity

Female

Male

Non-Binary

Did Not
Disclose
Gender

Directors

–

Part II: Demographic Background

African American or Black

–

Alaskan Native or Native American

–

Asian

–

Hispanic or Latinx

–

Native Hawaiian or Pacific Islander

–

White

–

Two or More Races or Ethnicities

–

LGBTQ+

–

Did Not Disclose Demographic Background

–

Code of Regulations

Under the Regulations, a shareholder entitled to vote for the election of directors who intends to nominate a director for election must deliver written notice to the Secretary of Farmers no later than 90 days and no earlier than 120 days in advance of such meeting; provided, however, that if less than 90 days’ notice or prior disclosure of the date of the meeting is given or made to shareholders, written notice to the Secretary of the Company must be delivered or mailed not later than the close of business on the seventh day following the date on which notice of such meeting is first given or made to shareholders. The Board of Directors has adopted a policy that annual meetings of shareholders will be held on the third Thursday of April of each year unless and until publicly announced otherwise, consistent with our general past practice and the Regulations. Accordingly, for purposes of the 2023 Annual Meeting intended to be held on April 18, 2024, a nomination of a director for election must be received by Farmers’ Secretary no earlier than December 20, 2023 and not later than January 19, 2024.

Corporate Governance Guidelines

The Corporate Governance Guidelines also formalize certain aspects of Farmers’ shareholder nomination process. Pursuant to the Regulations and/or the Corporate Governance Guidelines, each shareholder notice must include the following information regarding a director candidate:

the name, age, business address and residence address of the candidate;

the information required of director nominees under Item 401(a), (d), (e), and (f) of Regulation S-K (relating to the nature and existence of certain business, family, and/or legal relationships between the candidate and Farmers, as well as the candidate’s prior business and directorship experience);

the number and class of all shares of each class of stock of the Company owned of record and beneficially owned by the candidate, as reported to the nominating shareholder by the candidate;

the information required of nominees under Item 404(a) of Regulation S-K (relating to the nature and existence of current or potential related party transactions between the candidate and Farmers);

a description of why the candidate meets the director criteria set forth in the Corporate Governance Guidelines;

a qualitative description of the specific talents and skills that the candidate would offer in service to the Company;

any written or oral agreement or understanding with the nominating shareholder or any other person that relates in any way to Farmers or how the candidate would vote or serve as a director;

a completed copy of the Company’s Questionnaire for New Director Candidates;

all financial and business relationships of the candidate, or of any organization of which the candidate is an executive officer or principal shareholder or otherwise controls, with Farmers, the nominating shareholder or, to the candidate’s knowledge, any other shareholder of the Company that is acting in concert with the nominating shareholder; and

10.

the consent of the candidate to serve as a director of Farmers if so elected.

In addition, the shareholder notice must also include the following information regarding the shareholder making the nomination:

the name and address of the shareholder making the nomination;

the number and class of all shares of each class of stock of Farmers owned of record and beneficially owned by the shareholder;

a representation that the shareholder is a holder of record of Common Shares entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to nominate the person specified in the notice;

a description of any arrangements between the shareholder and the candidate pursuant to which the nominations are to be made;

a description of any relationships, including business relationships, between the shareholder and the candidate;

whether the shareholder is acting in concert with any person with respect to the Common Shares;

whether the shareholder owns, holds or has the power to vote, individually or in concert with any other person, 5% or more of any class of voting stock of any other organization that competes with the Company;

the information required by Item 401(f) of Regulation S-K (relating to the nature and existence of certain legal proceedings involving Farmers and the nominating shareholder) and whether the shareholder has been or is currently subject to any enforcement action or penalty or, to the shareholder’s knowledge, is currently under any investigation that could lead to such an enforcement action or penalty or criminal action;

whether the shareholder is acting on behalf of, or at the request of, any other shareholder; and

if the shareholder is other than an individual (i) the names of the shareholder’s five most senior executive officers (or persons performing similar roles), (ii) the names and addresses of each person that has a 10% or more voting, ownership or economic interest in the shareholder and the respective amounts of such interests, (iii) the names and addresses of each person that would be deemed to control the shareholder and (iv) the name and address of any advisor to the shareholder that has the principal responsibility for its investment or voting decisions.

In the case of any investment fund or similar organization that is a nominating shareholder, these shareholder disclosure obligations shall also apply to the principal advisor to the fund. Also, if the shareholder is other than an individual, these disclosure requirements apply to the shareholder’s principal shareholders, executive officers and other controlling parties.

During the course of any candidate’s consideration, the Corporate Governance and Nominating Committee may request additional information through written director questionnaires and further communications to assess whether the candidate satisfies, in the view of the committee, requirements of the Company’s Corporate Governance Guidelines, Director Code of Ethics, and other policies applicable to members of the Board of Directors and its committees.

If a nominating shareholder or director candidate believes that information supplied in response to any of the above inquiries is confidential, the shareholder or nominee may request confidential treatment for such information.

In such event, the information shall be maintained on a confidential basis unless the Corporate Governance and Nominating Committee is advised by counsel that disclosure is appropriate in connection with the solicitation of proxies relating to the director candidate.

In the event that it is subsequently determined that any of the information provided by the candidate or nominating shareholder is materially inaccurate, a director candidate who provided the materially inaccurate information or whose nominating shareholder provided the materially inaccurate information shall be required to resign from the Board of Directors, and, in the event of a refusal to resign, such a determination shall constitute grounds for removal from the Board of Directors, unless it is determined by the Corporate Governance and Nominating Committee that the inaccuracy was inadvertent.

Shareholder Proposals for 2024 Annual Meeting

Proposals by shareholders intended to be presented during the 2024 Annual Meeting must be received by the Secretary of Farmers no later than November 16, 2023, to be eligible for inclusion in Farmers’ proxy, notice of meeting, and proxy statement relating to its 2024 Annual Meeting. Farmers will not be required to include in its proxy, notice of meeting, or proxy statement, a shareholder proposal that is received after that date or that otherwise fails to meet the requirements for shareholder proposals established by the applicable Commission rules.

If a shareholder intends to submit a proposal during the 2024 Annual Meeting that is not eligible for inclusion in the proxy materials relating to the meeting, and the shareholder fails to give the Company notice in accordance with the requirements set forth in the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by January 30, 2024, then the proxy holders will be allowed to use their discretionary authority with respect to such proposal if the proposal is properly raised during the 2024 Annual Meeting. The submission of such a notice does not ensure that a proposal can be raised during the 2024 Annual Meeting.

In each case written notice must be given to Farmers, addressed to its Corporate Secretary, at the following address: 20 South Broad Street, Canfield, Ohio 44406.

Shareholder Communications with Directors

All written communications addressed to an individual director at Farmers’ address or to one of the offices of a subsidiary of the Company, except those clearly of a marketing nature, will be forwarded directly to the director. All written communications addressed to the Board of Directors at Farmers’ address or to one of the offices of a subsidiary of the Company will be presented to the full Board of Directors at a meeting of the Board of Directors.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires Farmers’ directors, officers and persons who own beneficially more than 10% of its Common Shares (“Section 16 Filers”) to file reports of ownership and transactions in the Common Shares with the Commission and to furnish the Company with copies of all such forms filed. Based solely on the review of copies of reports furnished to us or written representations that no reports were required, we believe that all Section 16(a) filing requirements were met in the last fiscal year by our Section 16 Filers.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE PRACTICES

The following sections describe Farmers National Banc Corp’s efforts and commitment to promote environmental sustainability, social responsibility and sound corporate governance.

Farmers Diversity & Inclusion Statement

Farmers is not merely a bank. Farmers is a Community Bank. We embrace a business model reflective of the human diversity, values and strengths of the local communities we serve.

As our communities grow in diversity, Farmers is growing its capacity as a corporate citizen promoting and honoring diversity, inclusion and equality among our stakeholders—shareholders, employees, customers, vendors and communities.

Our commitment is reflected in our equitable hiring and loan-making policies, our vendor selection, and our enlightened and substantial charitable giving program.

Promoting diversity is both the morally correct and intelligent thing to do, because our stakeholders stand stronger together when differences are respected, valued and celebrated.

Farmers Win-Win Creed

The Farmers’ Way is to know what we do, how we do it and why we do it, why we get up in the morning, why we seek to get better every day, why we believe in winning. Because we are a relationship-driven organization, we view winning differently than other banks. We are in it to create Win-Wins for our bank, customers, communities and colleagues.

At Farmers, we never win alone. We believe that the wisest decisions are made – and financial strength is built – through strong relationships.

Everything we do the Farmers Way ultimately creates wins as we raise the standard of living and the quality of life in our communities.

Our reason why is to PRODUCE WINS every day as we create thriving local families, businesses and organizations in every community that we serve and provide capital.

Environmental

Farmers has continued to take steps that reduce our carbon footprint across all aspects of our operations and service delivery channels. In the last decade Farmers has expanded our technology to significantly reduce paper usage/waste by introducing mobile banking, e-signatures, electronic documents for loan applications, account openings, paperless statements as well as many of our internal communications/documentation. In the last three years Farmers has transitioned 90% of its previously all-paper HR processes (applications, employee records, performance reviews) to digital records eliminating the need for hardcopy employee files. Farmers has also increased its use of digital media and video conferencing to reduce employee travel between locations and the needless printing of notes. Farmers also continues to evaluate our overall office space needs. New branches are constructed using a smaller floor plan and motion sensor lighting to reduce energy consumption. Farmers continues to develop technology-based solutions for our clients and our employees. As a commitment to technology, Farmers has opened two Lab Branches to serve as technology incubators where digital solutions are utilized to replace traditional paper processes.

Social Responsibility

Farmers National Banc Corp, through its subsidiaries, has always been a strong supporter of the communities we work and live in. Last year, Farmers donated more than $560,000 in sponsorships and donations to a wide range of non-profits and community organizations throughout its footprint. Along with financial support, Farmers Executives have recently and successfully served as Campaign Chairs for United Way and The American Heart Association. Additionally, our employees gave generously of their time and money working on/at community service projects throughout the year and donating to local charities as well as national organizations such as United Way, $52,000 alone in employee pledges for 2022, a 14% increase over 2021.

Farmers desire to impact communities in a meaningful way led to the founding of the Farmers Charitable Foundation in 2019. As part of Farmers long-term strategy of commitment to community improvement, the mission and purpose of the Foundation is to make grants and other distributions to facilitate, support and increase charitable activities in the following areas: Health and Human Services; Children, Youth and Families; Social Welfare; Education; Scientific Research; Culture, Arts and Humanities; Religion; Civic and Community Affairs; Environment; and other charitable activities.

2022 Community Giving

LOGO

In addition to financial support, employees are encouraged to engage with local non-profits as volunteers and board members. In 2022, Farmers employees contributed over 1,000 hours in volunteer service hours to community non-profit organizations.

Associates

Products and processes all have their place in operating a successful business. But it is people that truly drive high performance. Therefore, Farmers is committed to supporting a high performing, collaborative culture that provides the foundation to attract and retain the best associates in banking. By investing in our team, we actually invest in our financial future. They are intertwined. We offer a comprehensive benefits package that includes:

•

Medical, Dental, Vision, Rx benefits for employees, spouses and dependents

•

Three different medical plans including 2 PPO plans and a High Deductible HSA plan (with employer contributions)

•

Flexible spending and health savings accounts for both employees and dependents

•

Wellness programs for all employees with incentives for qualified participants in our healthcare plans

•

Company Paid life insurance at 3x annual salary + $10,000

•

Company Paid short-term and long-term disability insurance

•

401k Retirement Savings plans (Roth and Traditional options)

•

Remote work/flex scheduling opportunities

•

Full and part-time employment opportunities

•

Employee Stock Purchase Plan allowing for the purchase of FNMB stock without fees

•

Tuition Reimbursement Plan

•

Employee Assistance Program providing free coaching/counseling services to employees, spouses and dependents

•

Continuing education opportunities through full-paid tuition and expense reimbursement to programs such as The Graduate School of Banking, Ohio Bank Manager’s School and other world-class programs/conferences/seminars

•

Paid Time Off for full and part time associates

•

11 paid Federal Holidays

•

Employees can have multiple no-fee checking/savings accounts as well as a free safe deposit box

•

Employees receive discounted pricing on loan rates

•

Voluntary benefits such as voluntary life insurance for associates, spouses and children

•

Profit Sharing plan for all non-commission/non-performance bonus associates

In 2022, Farmers National Bank was named one of the Best Employers in Ohio, according to Crain’s Cleveland Business and Best Companies Group.

In addition to being good corporate citizens for our communities, Farmers has focused on enhancing our culture and environment internally. As in 2020, when the COVID pandemic created upheaval and unrest across the world, 2022 was a year with continued COVID cases throughout the organization. Farmers continues to provide remote work opportunities to employees as well as flexible scheduling options. The Company also instituted new compensation guidelines resulting in increases for the majority of our front-line staff.

Farmers firmly believes that we have an obligation to lead the way in ensuring a comfortable and supportive culture. Our Diversity and Inclusion Statement clearly establishes our commitment to fairness and inclusivity and can be viewed at the beginning of the ESG section.

Farmers is proud to employ a diverse workforce that includes an executive management team that is 20% minority and/or female.

Clients

Farmers’ clients are the heartbeat of the organization. The retail sales force is trained to provide Legendary Service through a formalized training program that emphasizes the customer experience. We believe that friendly, responsive, and consultative service is the niche that sets Farmers apart from competitors. We achieve this by having thoughtful conversations and utilizing active listening skills to build meaningful, long-lasting client relationships. In addition, a Retail Playbook was developed to assure ethical and consultative sales practices are followed.

Loan and deposit products have been developed to aid customers that fall within the low-to-moderate income range. On the deposit side, we have two Fresh Start checking accounts that serve as a second chance to those that would otherwise not be eligible for a checking account. Additionally, Farmers developed loan programs for affordable housing and emergency assistance. Farmers also participates in the SBA loan program as a preferred lender.

Corporate Governance

The Company is committed to maintaining a culture of strong corporate governance through the dedicated adherence to the rules and regulations as defined by the Federal Reserve, Office of the Comptroller of Currency (OCC), the Securities and Exchange Commission (SEC), NASDAQ and all Federal, State and Local laws. Oversight is maintained by our Board of Directors at the holding company level (Farmers National Banc Corp.) as well as through internal controls of the Board of Directors of Farmers National Bank of Canfield, Risk and Audit along with regular, consistent reviews by external auditors and regulators.

Farmers maintains a Board of Directors consisting of twelve directors of which eleven are independent. All Directors serve as members of at least one of the chartered Board committees (Audit, Compensation, BERM and Corporate Governance and Nominating). The charters for each committee along with committee assignment(s) and our Code of Business Conduct and Ethics can be found on our Investor Relations page of our corporate website (https://ir.farmersbankgroup.com/corporate-overview/corporate-profile/default.aspx). Additionally, Farmers National Bank maintains a separate Board of Directors consisting of the Bank’s executive management team. Both the Farmers board and the Farmers National Bank board meet monthly to plan strategy, execute tactics and review the health and soundness of the Company.

Farmers is committed to doing the right thing for each of our four constituencies: Shareholders, Clients, Employees and our Communities. We will conduct our business in accordance with our Core Values of Integrity, Respect, Diligence, Stewardship, Commitment, Relationships and Performance.

Additional information regarding our corporate governance practices is set forth in the discussion under the “CORPORATE GOVERNANCE” section of this proxy statement.

PROPOSAL ONE — ELECTION OF DIRECTORS

In accordance with the provisions of Farmers’ Regulations, the Board of Directors has fixed the number of directors at 12 for the upcoming Annual Meeting. The Board of Directors is currently divided into three classes, each with three-year terms. This year, the Corporate Governance and Nominating Committee has recommended to the Board of Directors the re-nomination of the four Class I directors for election to serve as Class I directors for terms of three years to expire at the Annual Meeting of Shareholders to be held in 2026. If these nominees are elected, there will be four directors serving in Class I, four directors serving in Class II, and four directors serving in Class III.

Set forth below for each of the nominees for election and for each director whose term will continue after the Annual Meeting is a brief statement, including age, principal occupation and business experience during at least the past five years. In addition, the following information provides the Corporate Governance and Nominating Committee’s evaluation regarding the nomination of the director nominees and the key attributes, skills, and qualifications presented by the director nominees and the continuing directors. The following information, as of March 7, 2023, with respect to the age, principal occupation or employment, other affiliations and business experience during at least the last five years of each director and director nominee, has been furnished to Farmers by each director nominee and director. Except where indicated, no corporation is a parent, subsidiary, or other affiliate of Farmers.

Proxies cannot be voted for a greater number of persons than the number of nominees named in this proxy statement. If any nominee should become unavailable to serve for any reason, it is intended that votes will be cast for a substitute nominee designated by the Corporate Governance and Nominating Committee and approved by the Board of Directors. The Corporate Governance and Nominating Committee has no reason to believe that any nominee named will be unable to serve if elected.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR”

EACH OF THE FOLLOWING DIRECTOR NOMINEES.

NOMINEES FOR ELECTION AS CLASS I DIRECTORS

(Term Expiring in 2026)

CLASS II DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2024)

CLASS III DIRECTORS CONTINUING IN OFFICE

(Term Expiring in 2025)

BENEFICIAL OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table sets forth information as of March 7, 2023, regarding beneficial ownership of the Common Shares by each director, each director nominee, each of the named executive officers of Farmers appearing in the Summary Compensation Table, all directors, named executive officers, and other executive officers of the Company as a group, and each person known to Farmers to own 5% or more of its Common Shares. In addition, unless otherwise indicated, all persons named below can be reached at Farmers National Banc Corp., 20 South Broad Street, Canfield, Ohio 44406.


Name	Total Beneficial Ownership⁽¹⁾			Percent of Outstanding⁽²⁾
Gregory C. Bestic		70,000	⁽³⁾		*
Anne Frederick Crawford		92,654	⁽⁴⁾		*
Neil J. Kaback		22,597			*
Ralph D. Macali		64,102	⁽⁵⁾		*
Frank J. Monaco		22,020	⁽⁶⁾		*
Terry A. Moore		65,671	⁽⁷⁾		*
Edward W. Muransky		128,274	⁽⁸⁾		*
David Z. Paull		47,310	⁽⁹⁾		*
Richard B. Thompson		318,878	⁽¹⁰⁾		*
Andre Thornton		368			*
Nicholas D. Varischetti		150,830			*
Troy Adair		17,976	⁽¹¹⁾		*
Tim Carney		133,027	⁽¹²⁾		*
Jim Gasior		104,705	⁽¹³⁾		*
Kevin J. Helmick		182,646	⁽¹⁴⁾		*
Mark Wenick		23,507	⁽¹⁵⁾		*
Total (16 directors and executive officers)		1,444,565			3.8	%

5% Or Greater Shareholders
Black Rock, Inc. 55 E. 52^nd Street New York, NY 10055		2,481,738	⁽¹⁷⁾		6.5	%

*	Less than 1%

(1)

The amounts shown represent the total outstanding Common Shares beneficially owned by the individuals and the Common Shares issuable upon the exercise of stock options within 60 days of March 7, 2023 (although no such stock options were outstanding on that date). Unless otherwise indicated, each individual has sole voting and dispositive power with respect to the Common Shares indicated.

(2)

For all directors and executive officers, the percentage of class is based upon the sum of: (i) 37,910,511Common Shares issued and outstanding on March 7, 2023; and (ii) the number of Common Shares, if any, as to which the named individual or group has the right to acquire beneficial ownership upon the exercise of stock options within 60 days of March 7, 2023 (although no such stock options were outstanding on that date).

(3)	Mr. Bestic owns his Common Shares jointly with his spouse and he shares voting and dispositive power with respect thereto.

(4)

Amount includes (i) 76,262 Common Shares held by a trust as to which Ms. Crawford and her spouse are trustees and she shares voting and dispositive power thereto, (ii) 10,723 Common Shares held by trusts over which Ms. Crawford’s spouse is trustee with voting and dispositive power, and (iii) 5,534 Common Shares held in IRAs in Ms. Crawford’s name.

(5)

Amount includes (i) 9,189 Common Shares held in Mr. Macali’s IRA, (ii) 39,088 Common Shares held by a partnership over which Mr. Macali has sole voting and dispositive power, and (iii) 519 Common Shares owned by Mr. Macali’s spouse over which his spouse has voting and dispositive power. Amount does not include 21,415 Common Shares held by a trust over which Mr. Macali has voting and dispositive power but disclaims beneficial ownership due to the lack of any direct or indirect pecuniary interest.

(6)	Amount includes 17,000 Common Shares Mr. Monaco owns jointly with his spouse and he shares voting and dispositive power with respect thereto.

(7)

Amount includes (i) 10,100 Common Shares Mr. Moore owns jointly with his spouse with respect to which he shares voting and dispositive power, (ii) 6,700 Common Shares held in Mr. Moore’s IRA, and (iii) 9,862 Common Shares owned by Mr. Moore’s spouse, over which Mr. Moore’s spouse has voting and dispositive power.

(8)	Amount includes (i) 9,900 Common Shares held in Mr. Muransky’s IRA, (ii) 37,206 Common Shares held in the Edward W. Muransky Trust, and (iii) 2,900 Common Shares held in Mr. Muransky’s spouse’s IRA.

(9)	Amount includes (i) 31,585 Common Shares jointly owned with Mr. Paull’s spouse, over which Mr. Paull shares voting and dispositive power, and (ii) 4,845 Common Shares held in Mr. Paull’s IRA.

(10)	Amount includes 317,275 Common Shares held in the Richard B. Thompson Trust.

(11)	Amount includes 1,000 Common Shares included in Mr. Adair’s IRA.

(12)	Amount includes (i) 50,618 Common Shares jointly owned with Mr. Carney’s spouse over which Mr. Carney shares voting and dispositive power, and (ii) 58,141 Common Shares held by Mr. Carney in the Company’s 401(k) Plan.

(13)	Amount includes (i) 8 Common Shares jointly owned with Mr. Gasior’s spouse over which Mr. Gasior shares voting and dispositive power, and (ii) 53,675 Common Shares held by Mr. Gasior in the Company’s 401(k) Plan.

(14)

Amount includes (i) 97,564 Common Shares Mr. Helmick owns jointly with his spouse with respect to which he shares voting and dispositive power, (ii) 4,212 Common Shares held in Mr. Helmick’s IRA, (iii) 2,440 Common Shares held in Mr. Helmick’s spouse’s IRAs, (iv) 28,684 Common Shares owned by Mr. Helmick’s children over which Mr. Helmick has voting and dispositive power, and (v) 13,924 Common Shares held by Mr. Helmick in the Company’s 401(k) Plan.

(15)	Amount includes (i) 2,500 Common Shares held in Mr. Wenick’s IRA, and (ii) 10,619 Common Shares Mr. Wenick owns jointly with his spouse with respect to which he shares voting and dispositive power.

(16)

According to a Schedule 13G/A filed January 31, 2023, Blackrock, Inc. possessed sole power to vote with respect to 2,409,754 of these Common Shares, sole power to direct the disposition with respect to all of these Common Shares, and shared power to vote and shared power to direct the disposition with respect to none of these Common Shares.

PROPOSAL TWO — ADVISORY VOTE ON THE FREQUENCY

OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION

In Proposal 3 below, we are asking shareholders to consider and approve an advisory resolution to approve the compensation of our named executive officers. Pursuant to Section 14A of the Exchange Act, adopted as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, at least once every six years we are required to submit for shareholder vote a non-binding resolution to determine whether the advisory shareholder vote on executive compensation should occur every one, two, or three years. We held the last such advisory vote at our 2017 Annual Meeting of Shareholders, and a frequency of every year received the most shareholder votes.

After careful consideration, the Board of Directors believes that our practice of holding the advisory vote on the compensation of our named executive officers every year continues to be the most appropriate alternative for the Company and its shareholders, and therefore recommends that shareholders vote for a frequency of “One Year” for future advisory votes on executive compensation. The Board of Directors believes that an annual advisory vote enables the Company’s shareholders to provide timely, direct input on our executive compensation program as disclosed in the proxy statement each year, and is consistent with our desire to engage in ongoing dialogue with our shareholders.

Shareholders are able to specify one of four choices for this proposal on the proxy card or in voting instructions: “One Year”; “Two Years”; “Three Years”; or “Abstain.” Shareholders are not voting to approve or disapprove the Board’s recommendation and, because the frequency vote is non-binding, shareholder approval of a one, two, or three-year frequency will not require the Company to implement an advisory vote on executive compensation more or less frequently than the preference receiving the highest number of votes. The final decision on the frequency of the advisory vote on executive compensation remains with the Board of Directors.

The Board of Directors values our shareholders’ opinions as expressed through their votes and other communications. Although the advisory vote is non-binding, the Board and the Compensation Committee will carefully consider the outcome of the frequency vote and other communications from shareholders when making future decisions regarding the frequency of say-on-pay votes.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS

A VOTE FOR A FREQUENCY OF “ONE YEAR” FOR HOLDING FUTURE

NON-BINDING ADVISORY VOTES

ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

PROPOSAL THREE — ADVISORY VOTE ON EXECUTIVE COMPENSATION

As required by Section 14A of the Exchange Act, Farmers is providing shareholders with the right to vote to approve, on an advisory (nonbinding) basis, the following resolution relative to the compensation of the Company’s named executive officers:

“RESOLVED, that the shareholders approve the compensation of Farmers’ named executive officers, as disclosed pursuant to the compensation disclosure rules of the Commission, including the compensation discussion and analysis, compensation tables and any related material disclosed in this proxy statement.”

As described in the “Compensation Discussion and Analysis” section of this proxy statement, the Board of Directors believes that Farmers’ compensation policies and procedures are aligned with Farmers’ short-term goals and long-term success. The Board of Directors believes that its pay-for-performance philosophy and objectively-driven incentive-based compensation opportunities are designed to both be competitive with opportunities offered by similarly situated financial institutions and to attract, retain and motivate the key executives directly responsible for our continued success. At the Company’s 2022 Annual Meeting of Shareholders, our shareholders approved the executive compensation as disclosed in the proxy statement for that Annual Meeting, with more than 93% of the Common Shares represented by shareholders present in person or represented by proxy voting for approval. The Compensation Committee evaluated the results of this supportive advisory vote, together with the other factors and data discussed in the Compensation and Discussion Analysis, in determining executive compensation policies, making executive compensation decisions, and continuing implementation of its compensation philosophy and objectives.

Please read the “Compensation Discussion and Analysis” and “Executive Compensation and Other Information” sections of this proxy statement, including the tables and related narratives, for additional details about our executive compensation philosophy and programs, including information about the calendar year 2022 compensation of the Company’s named executive officers.

Vote Required and Board of Directors’ Recommendation

This proposal to approve the compensation of Farmers’ named executive officers requires the affirmative vote of the holders of a majority of the Common Shares present (via the live webcast), represented and entitled to vote at the Annual Meeting. Accordingly, broker non-votes will not be relevant to the outcome. Abstentions will be counted as present and entitled to vote for purposes of Proposal Two and, thus, will have the same effect as a vote against Proposal Two. Because this vote is advisory, it will not be binding on Farmers or the Board of Directors; however, the Board of Directors and the Compensation Committee will review the voting results and will take into account the outcome of the vote when considering future executive compensation arrangements.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” APPROVAL

OF THE NON-BINDING ADVISORY RESOLUTION APPROVING THE

COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

The following Compensation Discussion and Analysis provides information regarding Farmers’ executive compensation programs and includes the following segments: (i) Executive Summary, (ii) Compensation Committee’s Philosophy on Executive compensation, (iii) 2022 Named Executive Officers Compensation, and (iv) Other Elements of our Executive Compensation Programs. For 2022, our named executive officers were:


Name		Title

Kevin J. Helmick		President and Chief Executive Officer

Troy Adair		Executive Vice President, Chief Financial Officer and Secretary

Timothy Carney		Senior Executive Vice President, Chief Banking Officer

James M. Gasior		Senior Executive Vice President, Corporate Development Officer

Mark Wenick		Executive Vice President, Chief Wealth Management Officer

Executive Summary

Farmers continued to deliver strong financial performance in 2022, in terms of both past performance and relative to the performance of our peer financial institutions, and we believe that the 2022 compensation of our executive team continued to reflect their successful efforts in strong alignment with the Company’s financial performance.

2022 Financial Performance Highlights

•

Adjusted net income for 2022 totaled $64.0 million, or $1.89 earnings per diluted share, compared to $62.3 million or $2.13 earnings per diluted share for 2021. This financial metric was one of the three objective elements of our 2022 annual cash incentive plan (the “Annual Incentive Plan”), with a weighting of 30%. The threshold performance level for this metric was $1.82 and target performance level for this metric was $1.90, so our performance resulted in payouts to our named executive officers slightly below the target level of 100% on this financial performance metric.

•

Our 2022 annualized return on average assets as adjusted was 1.54% compared to 1.83% for 2021. This financial metric was the second objective element of our Annual Incentive Plan, with a weighting of 30%. The threshold performance level for this metric was 1.50%, the target was 1.55%, and the maximum was 1.60%, so our performance on this metric resulted in payouts slightly below the target level of 100% on this financial performance metric.

•

Our 2022 efficiency ratio as adjusted was 49.02% compared to 46.33% for 2021. This financial metric was the third objective performance element of our Annual Incentive Plan, with a weighting of 20%. The threshold performance level for this metric was 49.25%, the target was 48.00%, and the maximum was 46.75%, so our performance resulted in payouts below the target level of 100% on this financial performance metric.

•

On March 23, 2022, we entered into an agreement to acquire by merger Emclaire Financial Corp. (formerly NASDAQ: EMCF) (“Emclaire”), the holding company for The Farmers National Bank of Emlenton, and we completed the acquisition on January 1, 2023. As of December 31, 2022, Emclaire had total assets of $1.0 billion and operated 19 branches in ten counties throughout western Pennsylvania. The transaction was our seventh acquisition in the last seven years and expands Farmers further into Pennsylvania markets as part of our long-time strategy. Our 2022 financial information summarized above was adjusted for certain non-recurring expenses, including expenses incurred in 2022 in connection with the Emclaire acquisition.

•

In April 2022, Shareholders overwhelmingly approved the adoption of our 2022 Equity Incentive Plan at the 2022 annual meeting of shareholders. A total of 1,000,000 shares of our common stock are reserved for issuance under the 2022 Equity Incentive Plan in connection with incentive awards to non-employee directors, officers, and other eligible participants, in the form of restricted stock, stock units and share awards. The 2022 Equity Incentive Plan will be administered by the Compensation Committee of the Board of Directors.

•

Farmers is proud to have delivered strong financial performance again despite the economic and operational challenges stemming from inflationary and rising interest rate environments following the initial recovery from the COVID-19 pandemic. The Compensation Committee monitored closely the potential impacts of the economic and financial markets on Farmers’ pay programs during 2022 and, based on the consistent financial performance of Farmers despite the challenges posed by those conditions, determined to make no adjustments with respect to the objective performance metrics and targets of our annual incentive plan or outstanding long-term incentive plan awards.

2022 Significant Compensation Results

Annual Incentive Compensation Results from Financial Performance

•

We maintained the structure of our Annual Incentive Plan for executive officers in 2022, comprised of three objective corporate level financial metrics: (i) adjusted earnings per share, (ii) annualized adjusted return on average assets, and (iii) corporate efficiency ratio. Mr. Wenick had additional objective metrics based on his area of responsibility. We also retained a subjective element for each named executive officer, with a weighting of 20% for Messrs. Helmick, Adair, Carney, and Gasior, and 25% for Mr. Wenick. The subjective factor is evaluated based on a scorecard assessment of each individual’s performance. All elements and results of our 2022 Annual Incentive Plan for our named executive officers are more fully described under “2022 Named Executive Officers Compensation – Annual Incentive Plan.” The following is a tabular summary of our 2022 Annual Incentive Plan payouts based on our 2022 adjusted financial results:


Performance Metric	Target		Actual		Payout %
Earnings Per Share	$	1.90	$	1.89		92	%
Return on Average Assets		1.55%		1.54%		90	%
Efficiency Ratio		48.00%		49.02%		60	%

Long-term Incentive Compensation Results from Financial Performance

•

In the first calendar quarter of 2022, we granted equity-based long-term incentive compensation awards under our 2017 Equity Incentive Plan and cash-based long-term incentive compensation awards under our long-term cash incentive compensation plan (“LTI Cash Program”) to help achieve our recruiting, retention, and long-term performance goals. We maintained the following allocation of our total long-term compensation target opportunities: 25% service-based equity awards subject to three-year cliff vesting, 50% performance-based equity awards subject to vesting determined by our average return on equity (“ROE”) compared to the ROE performance of our peer group of banking companies over a three-year period, and 25% performance-based cash awards subject to vesting determined by our total shareholder return (“TSR”) compared to peer group performance over a three-year period.

•

The results of our performance-based long-term incentive awards issued in 2020 for the three-year period that ended on December 31, 2022 were as follows: (i) the long-term incentive awards based on our average return on equity achieved the maximum payout of 200% due to our top performance relative to our compensation peer group, and (ii) the long-term incentive awards based on our total shareholder return achieved a payout between the threshold and target levels based on our performance between the lower quartile and median of our compensation peer group, as described more fully under “2022 Named Executive Officers Compensation – Long-Term Incentive Compensation Plans”:


	Weight⁽¹⁾			Target Percentile			Actual Percentile			Percentage Payout
Relative Average ROE⁽²⁾		50	%		50	^th		100	^th		200.0	%
Relative TSR⁽³⁾		25	%		50	^th		33	^rd		46.7	%

(1)

Weighting percentage based on total target long-term incentive opportunity, with service-based restricted stock comprising the remaining 25% opportunity.

(2)

Equity-based award with performance and vesting determined as a percentile compared to the average annual return on equity of peer group companies for the three-year period ending December 31, 2022. These equity-based awards were granted at the maximum payout level of 200% (2 times) of target opportunity, so the percentage payout opportunities ranged from 10% vesting for attaining the threshold 25^th percentile of the peer group, 25% for performing at the 50^th percentile, and 100% for performing at or above the 75^th percentile.

(3)

Cash-based award with performance and vesting determined as a percentile compared to the total shareholder return of peer group companies for the three-year period ending December 31, 2022. Percentage payout opportunity ranged from 20% at the threshold 25^th percentile of the peer group, 100% for performing at the 50^th percentile, and 200% for performing at or above the 75^th percentile.

Linkages between our financial performance and the resulting payouts for our named executive officers under our annual and long-term incentive programs are described more fully under the caption “2022 Named Executive Officers Compensation” in this Compensation Discussion and Analysis.

Portions of the foregoing and certain following financial presentations in this Compensation Discussion and Analysis include the use of both GAAP (generally accepted accounting principles) and non-GAAP financial measures. We use these financial measures to monitor

and evaluate our on-going performance and allocate resources, and we believe that these additional non-GAAP measures are useful to investors for financial analyses of Farmers. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measure can be found on Appendix A to this proxy statement.

Compensation Committee’s Philosophy on Executive Compensation

Our goal is to hire and retain an executive management team that we believe will create both short-term and long-term institutional success. We seek to achieve this goal by providing a fair, competitive compensation package that includes substantial performance-based, at-risk pay components that are aligned with the Company’s financial performance and strategic plans. We believe in directly linking pay to financial performance, so we structure our compensation plans to drive successful annual and long-term financial performance and ultimately align with long-term shareholder value. We also seek to implement compensation programs that appropriately balance risk and financial results so that our compensation programs maintain and promote our overall safety and soundness.

Each named executive officers’ compensation currently consists of three primary elements: base salary, annual cash incentive compensation, and long-term incentive compensation. Named executive officers are also eligible to receive matching contributions to their 401(k) retirement plan accounts, discretionary additional contributions to voluntary deferrals of compensation in a nonqualified deferred compensation plan, and limited perquisites. To help retain a stable executive management team, we have adopted an Executive Separation Policy and have entered into change in control agreements that provide severance benefits upon certain terminations of our executive officers.

We evaluate annually all of our compensation programs, policies, and payouts to assess whether our compensation structure continues to align with our philosophy of paying for financial performance as a means of promoting long-term shareholder value. Based on this evaluation, we determined in 2022 to maintain the general structural elements of our executive compensation programs as described below.

The Role of the Compensation Committee in Determining Executive Compensation

The Compensation Committee oversees the compensation programs of our named executive officers and establishes our executive compensation philosophy, policies, elements, plans, and arrangements. In addition, the Compensation Committee annually evaluates the performance and compensation of our chief executive officer and receives our chief executive officer’s annual evaluation of our other executive officers, in order to evaluate appropriate compensation adjustments as well as future compensation decisions. The Compensation Committee annually evaluates the alignment of pay and performance of our chief executive officer and chief financial officer. The Compensation Committee also reviews overall corporate policies regarding compensation and benefit programs that are generally available to all employees in connection with its annual assessment of risk-based compensation and may make recommendations concerning those programs based thereon.

Although the Compensation Committee has authority to approve individual compensation arrangements, as well as authority to engage legal advisors and compensation consultants for advice on compensation issues, the Compensation Committee does not act entirely autonomously in considering and implementation of our compensation plans. For example, the Compensation Committee recommends the terms of plans such as our 2017 and 2022 Equity Incentive Plans, subject to final approval of the full independent Board of Directors, and may from time to time request management to provide financial, tax, accounting, or operational information relevant to Compensation Committee deliberations.

Role of Compensation Consultant

The Compensation Committee has engaged Pay Governance, LLC (“Pay Governance”) as its outside independent compensation consultant since 2011 and continued to engage Pay Governance during 2022. Pursuant to its engagement terms, Pay Governance reviews, analyzes and provides advice regarding our executive officer and director compensation programs in relation to the objectives of those programs, including comparisons to designated peer group companies and to current best practices, and also provides information and advice on competitive compensation practices and trends, along with specific views on our compensation programs. In its role as independent compensation consultants, Pay Governance representatives engage in regular discussions with the Compensation Committee and respond to questions from the Committee and the Committee’s other advisors in providing opinions with respect to the design and implementation of current or proposed compensation programs. During 2022, Pay Governance reported directly to the Compensation Committee and the Committee retains the sole authority to retain or terminate Pay Governance. Pay Governance did not provide additional services to the Company or its affiliates in an amount in excess of $120,000 during 2022.

Compensation Consultant Independence

The Compensation Committee has the responsibility to consider certain independence factors before selecting compensation consultants and other compensation advisers. In connection with the foregoing, the Compensation Committee reviewed, considered and discussed the relevant factors established by NASDAQ to determine such independence, both through surveying Pay Governance and by soliciting input from members of the Compensation Committee through our annual director and officer questionnaires. Based on its review, consideration and discussion, the Compensation Committee determined that the work performed and to be performed by Pay Governance as the Committee’s compensation consultant has not raised and does not raise any conflict of interest, and also determined that Pay Governance qualifies as independent for purposes of the Exchange Act and NASDAQ Corporate Governance Requirements.

Say-on-Pay Consideration

At the Company’s 2022 Annual Meeting of Shareholders, our shareholders approved on an advisory basis the executive compensation of our named executive officers as disclosed in the proxy statement for that Annual Meeting, with over 93% of the Common Shares represented by shareholders present in person or represented by proxy at the 2022 Annual Meeting voting “for” such approval. The Compensation Committee evaluated the results of this supportive advisory vote, together with the other factors and data discussed in this Compensation and Discussion Analysis, in determining Farmers’ executive compensation policies, making executive compensation decisions, and continuing implementation of the Committee’s compensation philosophy and objectives.

Peer Group Evaluation and Executive Compensation Benchmarks

The Compensation Committee has generally evaluated compensation practices at similarly situated financial institutions to help determine the levels of compensation for financial services executives in our geographic market. In addition, the Compensation Committee does not adhere to a strict formula in order to determine executive officer compensation packages, and rather has relied on a variety of factors including experience, responsibility, individual performance, and our overall financial performance.

However, given the competitive nature of the financial services industry generally and the fact that we compete in a market with many regional and national banking organizations that are significantly larger and that can provide attractive compensation packages to top executive talent, the Compensation Committee recognizes the need for Farmers to provide competitive overall compensation opportunities to retain our high-performing executives and attract new executive talent.

The Compensation Committee has consistently utilized a compensation peer group of companies for certain compensation benchmarking purposes. The Compensation Committee uses several factors to identify, evaluate and select peer financial institutions including but not limited to (i) factors of size (e.g., assets (ranging from approximately one-half to two times the asset size of Farmers), revenues, employees, and market capitalization), (ii) factors of profitability and growth (e.g., net revenue and operating income), and (iii) geographic location. In late 2020, the Compensation Committee, with the assistance of Pay Governance, undertook a re-evaluation of our then-identified compensation peer group to help ensure that the group continued to reflect similarly situated financial institutions for purposes of determining competitive market positioning for purposes of executive compensation decisions, particularly in light of anticipated Farmers’ acquisition activity, as well reflecting the impact of acquisitions occurring within the group. Based on that evaluation, and using the same evaluative factors described above, the Compensation Committee approved the following peer group of 23 companies for compensation evaluation purposes in 2021 and early 2022 (“2022 Peer Group”):


• Chemung Financial Corporation		• Isabella Bank Corporation
• City Holding Company		• LCNB Corp.
• Civista Bancshares, Inc.		• Level One Bancorp, Inc.*
• Community Trust Bancorp, Inc.		• Lakeland Financial Corporation
• CNB Financial Corporation		• Macatawa Bank Corporation
• Citizens & Northern Corporation		• Mercantile Bank Corporation
• Evans Bancorp, Inc.		• MVB Financial Corp.
• Financial Institutions, Inc.		• Premier Financial Corp.
• First Financial Corporation		• Peoples Bancorp Inc.
• German American Bancorp, Inc.		• Summit Financial Group, Inc.
• Horizon Bancorp, Inc.		• Stock Yards Bancorp, Inc.
• Independent Bank Corporation

Level One Bancorp, Inc. was acquired by First Merchants Corp. in April 2022.

Following our announcement of the Emclaire acquisition in March 2022, the Compensation Committee, again with the assistance of Pay Governance, considered certain revisions to the peer group to continue to reflect the evaluative factors described above in light of the expected increase of Farmers’ asset size to over $5 billion in assets and the expansion of Farmers’ active geographic competitive footprint. Based on that evaluation, the Compensation Committee determined to focus on peer banking companies with assets between $2.5 billion and $10 billion that operated in a geographic market including Ohio, western Pennsylvania, Michigan, West Virginia, Kentucky, Indiana, and western New York, which resulted in the elimination of five companies from the 2022 Peer Group and the addition of the following four companies:

First Commonwealth Financial, First Internet Bancorp, S&T Bancorp, and Park National Corporation, resulting in the following new compensation peer group of 21 companies:


• City Holding Company		• Lakeland Financial Corporation
• Civista Bancshares, Inc.		• Macatawa Bank Corporation
• Community Trust Bancorp, Inc.		• Mercantile Bank Corporation
• CNB Financial Corporation		• MVB Financial Corp.
• Financial Institutions, Inc.		• Park National Corporation
• First Commonwealth Financial		• Peoples Bancorp Inc.
• First Financial Corporation		• Premier Financial Corp.
• First Internet Bancorp		• S&T Bancorp
• German American Bancorp, Inc.		• Summit Financial Group, Inc.
• Horizon Bancorp, Inc.		• Stock Yards Bancorp, Inc.
• Independent Bank Corporation

Named Executive Officers 2022 Compensation

Base Salary

Base salaries are intended to reward the named executive officers based upon their roles with us and for their performance in those roles. For each named executive officer, their base salaries are reviewed annually subject to adjustments based upon our financial performance, the individual performance of the particular executive, and our overall compensation philosophy of providing base compensation levels for our executive officers within 10% of the median of our 2022 Peer Group. The Compensation Committee conducts an annual evaluation of the performance of Mr. Helmick in light of specified goals and objectives with input from each independent director. Based on such evaluation and input, the Compensation Committee determines the compensation of Mr. Helmick and discusses its determination with all independent directors. During late 2021 and early 2022, the Compensation Committee also undertook an extensive analysis of the amounts and elements of Mr. Helmick’s compensation and certain other executive officers, including recent realized pay of Mr. Helmick, with significant input from PayGovernance and benchmarking to the 2022 Peer Group and the new peer group.

All other executive officers are evaluated on a variety of factors including leadership performance, strategic planning and execution, communication abilities, business knowledge, and awareness and accountability. Based thereon, Mr. Helmick determines whether to recommend base salary increases or decreases based upon individual performance and presents his recommendations on base salary adjustments to the Compensation Committee.

As a result of the evaluations by the Compensation Committee of Mr. Helmick and the recommendations by Mr. Helmick regarding the remaining named executive officers as described above, the following merit-based base salary adjustments were made for Mr. Helmick and the other named executive officers effective April 1, 2022:

2022 Base Salary Adjustments


Name	2021 Base Salary	% Increase			2022 Base Salary
Kevin Helmick	$493,000		25.7	%	$620,000
Troy Adair	$240,000		31.2	%	$315,000
Tim Carney	$300,000		2.3	%	$306,895
Jim Gasior	$315,000		2.8	%	$323,952
Mark Wenick	$262,928		10.0	%	$290,005

Annual Incentive Plan

The Compensation Committee believes that performance-based annual cash incentives are an effective way to compensate executives for working together as a team to achieve short-term specific financial goals, which the Compensation Committee and management have established as near-term drivers of our long-term success, as well as certain individualized goals specific to an executive’s role and duties. The following is a discussion of the Annual Incentive Plan as it continued to be implemented by the Compensation Committee during 2022.

The Annual Incentive Plan is intended to foster superior financial results by providing equitable and attainable corporate-wide incentives that reward individual and team efforts to achieve specified performance objectives as determined and applied each fiscal year. The program provides our executive officers and certain non-executive employees the opportunity to receive annual cash incentive payments based upon achievement of such corporate and individual performance goals. Our full-time and part-time, regular, non-commissioned-based associates and executives, as well as those of our subsidiaries, are generally eligible to participate in the Annual Incentive Plan.

The Compensation Committee establishes the target bonus opportunities under the Annual Incentive Plan for each eligible named executive officer expressed as a percentage of base salary. The following table sets forth the 2022 target bonus opportunities for each participating named executive officer:


Named Executive Officer	Target Annual Incentive Plan Opportunity (% of base salary)
Kevin Helmick		40	%
Troy Adair		35	%
Tim Carney		35	%
Jim Gasior		35	%
Mark Wenick		35	%

Payments under the Annual Incentive Plan are contingent primarily on the achievement of pre-established performance goals relating to objective financial metrics established for each participating named executive officer by the Compensation Committee, and secondarily upon the results of a subjective evaluation of each individual executive’s performance. Each of the elements has an assigned weight and each of the objective financial criteria has a specific target or goal for the year.

In the event that we (or the individual participant) do not meet the specified goal or target for a particular metric, then no compensation will be paid with respect to that objective portion of the Annual Incentive Plan.

The Compensation Committee established a threshold payout of 50% of target opportunity upon attaining a threshold level of the objective metrics, a target payout of 100% upon attaining 100% of the target level of the objective metrics, and a maximum payout of 150% of target opportunity upon attaining at or greater than a maximum level of the objective metrics. Performance falling below threshold results in no payout; for performance falling within each of the percentile ranges, payouts are made on an interpolated basis. Payout opportunity on the subjective elements also ranged from 0% to 150%.

In establishing the Annual Incentive Plan’s objective metrics and targets for 2022, the Compensation Committee utilized the Company’s budgeting model to set the performance at levels that were determined to be achievable with strong management performance. All named executive officers were allocated certain weightings of three core corporate financial measures: earnings per share (“EPS”), return on average assets (“ROA”), and efficiency ratio. Those were the sole objective performance criteria allocated to Messrs. Helmick, Adair, Carney and Gasior. Mr. Wenick had additional objective metrics based on his specific areas of responsibility and oversight. Finally, in addition to the objective performance metrics, a subjective metric was included for each of the named executive officers, weighted at 20% for Messrs. Helmick, Adair, Carney, and Gasior, and 25% for Mr. Wenick. The subjective factor is evaluated based on a scorecard assessment for each individual’s performance. Mr. Wenick’s additional internally-measured performance metrics and targets based on his areas of responsibility include information that is not otherwise publicly available and because disclosure of such information could result in competitive harm to Farmers, the metrics and related performance results are not specifically disclosed but the payouts with respect to those measures are set forth below. The following tables set forth the applicable objective performance metrics, weightings, targets and percentage payouts on the corporate level objective metrics under the Annual Incentive Plan in 2022 for each of the named executive officers:

Kevin Helmick, Troy Adair, Tim Carney and Jim Gasior


Metric	Weight			Threshold			Target			Maximum			2021 Actual			2022 Actual			Payout %
EPS		30	%	$	1.82		$	1.90		$	1.98		$	2.13		$	1.89			92	%
ROA		30	%		1.50	%		1.55	%		1.60	%		1.83	%		1.54	%		90	%
Efficiency Ratio		20	%		49.25	%		48.00	%		46.75	%		46.33	%		49.02	%		60	%

Mark Wenick


Metrics	Weight			Threshold			Target			Maximum			Actual			Payout %
EPS		15	%	$	1.82		$	1.90		$	1.98		$	1.89			92	%
ROA		15	%		1.50	%		1.55	%		1.60	%		1.54	%		90	%
Efficiency Ratio		15	%		49.25	%		48.00	%		46.75	%		49.02	%		60	%
Area of Responsibility Metric		30	%														150	%
Area of Responsibility Metric		25	%														125	%

In addition to the objective performance metrics described above, the Compensation Committee included a subjective metric for each of the named executive officers, weighted at 20% of the total bonus opportunity for Messrs. Helmick, Adair, Carney, and Gasior with payout opportunity ranging from 0% to 150%. The subjective metric for Mr. Wenick was weighted at 25% of his total bonus opportunity, with payout ranging from 0% to 150%. Payouts under the subjective metric were based on evaluations of overall job performance during 2022 using an extensive performance review scorecard for each executive. For each named executive officer other than Mr. Helmick, the scorecards were completed by Mr. Helmick and he provided his evaluations to the Compensation Committee for the subjective portion of the executive’s bonus for 2022. For Mr. Helmick, each member of the Board of Directors provided input on Mr. Helmick’s performance under goals established in five areas of core competencies: Business Planning, Change/Crisis Management, Communications, Self-Management and Development, and Managing Executive Performance and Development. These evaluations were considered by the Compensation Committee in reaching its determination with respect to the subjective element of Mr. Helmick’s 2022 annual bonus. Based upon such reviews and recommendations, the Compensation Committee approved the following percentage payouts with respect to the subjective element of the total bonus opportunity: (i) Mr. Helmick, 125%; (ii) Mr. Adair, 115%; (iv) Mr. Carney, 100%; (v) Mr. Gasior, 100%; and (vi) Mr. Wenick, 125% (of his possible 25% weighting).

Finally, the Compensation Committee continued to include a circuit breaker in the 2022 Annual Incentive Plan, based on Farmers’ “Texas ratio” for the year. The Texas ratio is determined by dividing the amount of Farmers Bank’s non-performing loans, other real estate owned, and loans delinquent for more than 90 days, by Farmers Bank’s tangible capital equity plus its loan loss reserves. If this ratio exceeds 15% for the year, no bonuses are payable under the Annual Incentive Plan. Farmers’ Texas ratio for 2022 was approximately 6.08%, well below this circuit breaker level. The Compensation Committee believes that the use of a circuit breaker in our annual bonus program helps maintain minimum levels of safety and soundness of our institution in the context of providing appropriate near-term incentives for achieving superior financial performance objectives.

As a result of the performance of Farmers with respect to the above-described objective metrics and each named executive officer’s individual performance evaluations, the Compensation Committee awarded the following payouts with respect to 2022 performance under the Annual Incentive Plan:


Named Executive Officer	Amount Earned under Annual Incentive Plan		Payout as a Percentage of Target Opportunity
Kevin Helmick	$	227,168		92	%
Troy Adair	$	98,784		90	%
Tim Carney	$	93,020		87	%
Jim Gasior	$	98,190		87	%
Mark Wenick	$	114,238		113	%

Long-Term Incentive Plans

Under our LTI Cash Program, executive officers and certain other employees are eligible to receive awards for possible long-term cash incentive payments based on the achievement of prescribed corporate and/or individual performance metrics. The purpose of the LTI Cash Program is to foster and promote Farmers’ long-term financial success and value by motivating performance through long-term incentive compensation, pending review and approval by the Compensation Committee.

The LTI Cash Program is also intended to attract and retain the services of talented individuals and motivate participants to achieve performance objectives that promote sound and financially healthy growth. The LTI Cash Program may continue until terminated by the Board of Directors.

Our 2017 Equity Incentive Plan and 2022 Equity Incentive Plan were each adopted by our Board of Directors and shareholders to promote Farmers’ long-term financial success and increase shareholder value by motivating performance through equity-based long-term incentive compensation. The Equity Incentive Plans are also intended to encourage participants to acquire ownership interests in the Company, attract and retain talented executives and directors, and enable participants to participate in the Company’s long-term growth and financial success.

In 2020, the Compensation Committee established target long-term award opportunities for each eligible named executive officer, expressed as a percentage of a participant’s base salary, as follows:

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25% in service-based equity awards, subject to three-year cliff vesting, and

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75% in performance-based awards, subject to vesting based on our relative performance on two objective financial measures as compared to the performance of banking companies in our peer group measured over a three-year period ending December 31, 2022 (the “Performance Period”):

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50% of all long-term incentive awards were equity-based performance awards subject to vesting determined by our average annual ROE compared to ROE performance of our peer group of banking companies over the Performance Period, and

•

25% of all long-term incentive awards were cash-based performance awards subject to vesting determined by our TSR compared to peer group performance over the Performance Period.

The following table sets forth the target level of long-term incentive compensation opportunity established for each participating named executive officer at the time of grant in 2020:


Named Executive Officer		LTI Program Target Opportunity (% of base salary)
Kevin Helmick		55%
Troy Adair⁽¹⁾		N/A
Tim Carney⁽¹⁾		N/A
Jim Gasior⁽¹⁾		N/A
Mark Wenick		35%

(1)	Messrs. Adair, Carney and Gasior were not executive officers of Farmers in 2020 and therefore did not receive long-term incentive compensation awards that year.

SEC Form DEF 14A filed by Farmers National Banc Corp.