LCNB Corp (NASDAQ: LCNB) has appointed Susan B. Zaunbrecher to the boards of directors of both the holding company and its subsidiary, LCNB National Bank. The appointment is effective immediately.

Zaunbrecher joins the boards with more than three decades of experience in legal affairs, financial services, corporate governance, and strategic leadership. Her background includes significant tenure at major financial institutions and law firms, providing expertise in complex transactions and strategic matters.

Executive Background

Zaunbrecher recently retired as Chief Legal Officer and Corporate Secretary of Fifth Third Bancorp. During her time at the Fortune 500 institution, she served on the company’s senior governing body responsible for strategy, management, and operations. She led a legal department comprising close to 100 professionals and contributed significantly to the organization’s strategic direction.

Prior to her role at Fifth Third, Zaunbrecher spent nearly three decades at Dinsmore & Shohl LLP (Dinsmore). She became the first woman to chair the firm’s Corporate Department and served on its Board of Directors and Executive Committee for nearly 20 years. At Dinsmore, she led the Business, Acquisitions, and Securities Practice Group, focusing on mergers and acquisitions and securities law.

Currently, Zaunbrecher serves as Director of Special Projects and Strategic Initiatives at Dinsmore. In this role, she focuses on firmwide strategic initiatives, professional development, major internal projects, community engagement, and organizational alignment.

Strategic Rationale

Eric Meilstrup, Chief Executive Officer of LCNB Corp, highlighted the value of Zaunbrecher’s appointment for the bank’s long-term strategy.

"We are pleased to welcome Susan to the Boards of LCNB Corp. and LCNB National Bank," Meilstrup said. "Susan brings an exceptional combination of banking industry knowledge, public company governance experience, strategic insight and legal expertise. Her experience at one of the country’s leading financial institutions, coupled with her extensive work advising businesses on complex transactions and strategic matters, will be highly valuable as LCNB continues to grow and execute on our long-term strategy."

Zaunbrecher expressed her commitment to the bank’s mission. "I am honored to join the Boards of LCNB Corp. and LCNB National Bank," she said. "LCNB has built a strong community banking franchise with a long history of serving its customers, shareholders, and communities. I look forward to working with Eric and my fellow directors as the Company continues to grow and create long-term value for its stakeholders."

About LCNB Corp.

LCNB Corp is a financial holding company headquartered in Lebanon, Ohio. Through LCNB National Bank, founded in 1877, it serves customers in Southwest and South-Central Ohio. The bank operates locations in Butler, Clermont, Clinton, Fayette, Franklin, Hamilton, Montgomery, Preble, Ross, and Warren Counties. Services include personal and business banking, agricultural lending, investment services, and wealth management.

LCNB Corp., the holding company for LCNB National Bank, has closed a private placement of $25 million in aggregate principal amount of its 6.50% Fixed-to-Floating Rate Subordinated Notes due 2036. The issuance qualifies as Tier 2 capital for regulatory purposes, strengthening the bank’s balance sheet ahead of planned expansion in Southwest and South-Central Ohio.

The company intends to use approximately $8.8 million of the net proceeds to repay existing long-term debt. The remaining funds will be allocated to general corporate purposes, primarily supporting growth initiatives at LCNB National Bank. Brean Capital, LLC served as the sole placement agent for the offering, while Dinsmore & Shohl LLP acted as legal counsel to LCNB Corp. and Vorys, Sater, Seymour and Pease LLP served as legal counsel to the placement agent.

Note Structure and Terms

The Notes carry a fixed interest rate of 6.50% per annum for the first five years, with payments made semiannually. After this initial period, the rate converts to a variable rate equal to the then-prevailing 3-month Secure Overnight Financing Rate (SOFR) plus 234 basis points per annum, payable quarterly. Investors may see early redemption if LCNB Corp. exercises its call option on any interest payment date on or after August 15, 2031.

Strategic Context

Eric Meilstrup, Chief Executive Officer of LCNB Corp., stated that the positive investor response reflects the company’s strong performance and growth opportunities. He noted that following record second-quarter results, this capital infusion positions LCNB to execute its strategic plan and enhance shareholder value. The Notes are not registered under the Securities Act of 1933 or state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption.