This proxy statement and the accompanying proxy are first being provided on or about April 9, 2021,6, 2023, to the shareholders of Ohio Valley Banc Corp. (the “Company”) regarding the Annual Meeting of Shareholders to be held at the Holzer Leadership & Innovation Institute, 254 Jackson Pike, Gallipolis, Ohio 45631, on Wednesday, May 19, 2021,17, 2023, at 3:5:00 p.m., Eastern Daylight Saving Time (the “Annual Meeting”).  The Annual Meeting will be an entirely virtual meeting which means you can attend the Annual Meeting online, vote your shares electronically and submit questions during the Annual Meeting by visiting www.cleartrustonline.com/ovbc.

A proxy for use at the Annual Meeting is solicited by the Board of Directors of the Company.  You may ensure your representation by completing, signing, dating and promptly submitting a proxy which will be mailed to you on or about April 21, 2021.19, 2023.  You may also submit your proxy electronically by going to www.cleartrustonline.com/ovbc and following the instructions on that website or telephonically by calling 1-813-235-4490. Voting instructions may be transmitted electronically via the Internet or transmitted by telephone until the polls close during the Annual Meeting.9:00 a.m. Eastern Daylight Saving Time, on May 17, 2023.  Without affecting any vote previously taken, you may revoke your proxy at any time before it is voted at the Annual Meeting (i) by giving written notice of revocation to the Secretary of the Company, at the address of the Company set forth on the cover page of this proxy statement; (ii) by executing a later-dated proxy that is received prior to the Annual Meeting or submitting a later-dated proxy via the Internet prior to the deadline for doing so; or (iii) if you are the registered owner of your common shares, by attending the Annual Meeting online and giving notice of revocation in person.  Attendance online at the Annual Meeting will not, by itself, constitute revocation of a proxy.

Only shareholders of record at the close of business on March 26, 2021,24, 2023, are entitled to receive notice of and to vote at the Annual Meeting and any adjournment.  As of March 26, 2021, 4,787,44624, 2023, 4,776,520 common shares were outstanding and entitled to be voted at the Annual Meeting.  Each common share entitles the holder thereof to one vote on each matter submitted to the shareholders at the Annual Meeting.  A quorum for the Annual Meeting is a majority of the outstanding common shares.  No appraisal or dissenters’ rights are available for any of the actions to be taken at the Annual Meeting.

Quorum.  Common shares represented by properly executed proxies received prior to the Annual Meeting will be counted toward the establishment of a quorum for the Annual Meeting.  A majority of the outstanding common shares of the Company must be represented at the Annual Meeting to establish a quorum.

Ratification of selection of independent registered public accounting firm.  The affirmative vote of a majority of the shares participating in the voting is required to ratify the selection of Crowe LLP (“Crowe”) as the independent registered public accounting firm.

Effect of broker non-votes and abstentions.  Brokers who hold common shares in street name may, under the applicable regulations of the Securities and Exchange Commission (the “SEC”) and the rules of exchanges and other self-regulatory organizations of which the brokers are members, sign and submit proxies for common shares of the Company and may vote such common shares on certain matters.  However, brokers who hold common shares in street name may not vote common shares on other matters without specific instruction from the customer who owns the common shares.  Proxies that are signed and submitted by brokers that have not been voted on certain matters are referred to as representing “broker non-votes.”

Broker non-votes and abstentions count toward the establishment of a quorum for the Annual Meeting.  Pursuant to rules of the stock exchanges applicable to the Company, member brokers are not permitted to vote without customer instruction with respect to the election of directors, and the approval of named executive officer compensation and the frequency of shareholder votes on named executive officer compensation.  Neither broker non-votes nor abstentions will be considered to be participating in the voting and therefore will have no effect on the election of directors, the approval of executive compensation or the ratification of the selection of the independent registered public accounting firm.

This proxy statement, a sample of the form of proxy provided to shareholders by the Company, and the Company’s 20202022 Annual Report to Shareholders are available at http://bit.ly/OVBCdocswww.ovbc.com/proxymaterials.

The Company’s Board of Directors currently has nineten directors divided into three equal classes.classes, two of which consist of three directors and one of which consists of four directors.  Section 2.02(C) of the Company’s Code of Regulations provides that the directors may change the number of directors and fill any vacancy created by an increase in the number of directors (provided that the directors may not increase the number of directors to more than twelve or reduce the number of directors to less than five).

In 1980, the Board of Directors of the Bank adopted a policy that each person becoming a director of the Bank after that date would be expected to retire at the next annual meeting of shareholders of the Bank following the director's 70th birthday.  Since the Company was formed as the holding company of the Bank in 1992, the directors of the Company have followed that same practice, although neither the Company nor the Bank has ever provided such a requirement in its articles of incorporation or code of regulations or included any such provision in the charter of the Nominating and Corporate Governance Committee.   In accordance with this policy, on February 23, 2021, Mr. Howe informed the Board of Directors of the Company and the Bank of his intention to retire from service as a director at the end of the 2021 Annual Meeting.

The Board of Directors proposes that Anna P. Barnitz,each of Kimberly A. Canady, Brent R. Eastman,A. Saunders, and David W. Thomas E. Wiseman be re-elected for a three-year term.  Each nominee was recommended to the Board of Directors by the Nominating and Corporate Governance Committee.  Each person elected as a director at the Annual Meeting will hold office for a term of three years and until his successor is duly elected and qualified or until his earlier resignation, removal from office or death.  The three nominees for election as directors receiving the greatest number of votes will be elected.  Common shares represented by properly executed and returned proxies will be voted FOR the election of the Board of Directors’ nominees unless authority to vote for one or more nominees is withheld.  Common shares as to which the authority to vote is withheld will be counted for quorum purposes, but will not be counted toward the election of directors or toward the election of the individual nominees specified on the proxy.

While it is contemplated that all nominees will stand for election, if one or more nominees at the time of the Annual Meeting should be unavailable or unable to serve as a candidate for election as a director, the individuals designated as proxy holders reserve full discretion to vote the common shares represented by the proxies they hold for the election of the remaining nominees and for the election of any substitute nominee or nominees designated by the Board of Directors.  The Board of Directors knows of no reason why any of the nominees named above will be unavailable or unable to serve if elected to the Board.

The following discussion provides certain information concerning the current directors who will continue to serve after the Annual Meeting.  Unless otherwise indicated, each individual has had the same principal occupation for more than the past five years.

None of the corporations or organizations by which a director has been employed in the last five years, except with respect to the employment by the Bank of Messrs. Miller and Wiseman, is a parent, subsidiary or other affiliate of the Company.  The Board of Directors of the Company has determined that all of the directors except Messrs. Miller and Wiseman are “independent” under Rule 5605(a)(2) of the listing standards of The NASDAQ Stock Market, LLC (“Nasdaq”).  In determining independence, the Board of Directors considered loan and deposit relationships with each director; fees paid to Mr. Saunders for legal services; Promissory Notespromissory notes issued to Mr. Eastman and his family members; and Promissory Notespromissory notes issued to David W. Thomas’s parents (discussed in this proxy statementProxy Statement under the heading “Certain Relationships and Related Transactions”),; and the positions held by each director with customers of the Bank.  The rules of Nasdaq do not disqualify a director from being deemed independent as a result of these relationships.  The Board of Directors does not believe such relationships interfere with the directors’ exercise of independent judgment in carrying out their responsibilities as directors.

The Board of Directors held a total of 15 meetings during 2020.2022.  Each incumbent director attended 75% or more of the aggregate of the total number of meetings held by the Board of Directors and the total number of meetings held by all committees of the Board of Directors on which the director served, in each case during the director’s period of service in 2020.2022.  In accordance with applicable Nasdaq rules, the independent directors meet in executive session as appropriate matters for their consideration arise.

The Company encourages all incumbent directors and director nominees to attend each annual meeting of shareholders.  All of the incumbent directors and director nominees who were directors at the time attended the Company’s last annual meeting of shareholders held on May 20, 2020.18, 2022.

The Company has an informal process by which shareholders may communicate directly with directors.  Any communication to the Board may be mailed to David W. Thomas, Lead Independent Director, in care of Investor Relations at the Company’s headquarters, P.O. Box 240, Gallipolis, Ohio 45631.  The mailing envelope should contain a clear notation indicating that the enclosed letter is a “Shareholder-Board Communication” or “Shareholder-Director Communication.”  There is no screening process, and all shareholder communications that are received for the Board’s attention will be forwarded to all directors.

Leadership succession is vital to the future health of the Company.  In May 2012, the independent directors, upon recommendation of the Nominating and Corporate Governance Committee and consistent with the succession plan effective in January 2010 named President Thomas E. Wiseman with the additional responsibility of Chief Executive Officer of the Company and the Bank.  In May 2015, the Board of Directors of the Company, upon recommendation of the Nominating and Corporate Governance Committee, named Larry E. Miller II Chief Operating Officer and Secretary of the Company and the Bank.  In May 2019, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, named Larry E. Miller II President and Chief Operating Officer of the Company and the Bank.  Thomas E. Wiseman retained the title of Chief Executive Officer.  In May 2020, the Board of Directors, upon recommendation of the Nominating and Corporate Governance Committee, named Thomas E. Wiseman Chairman of the Board, while continuing as Chief Executive Officer of the Company and the Bank.

In January 2010, the independent directors of the Company named David W. Thomas as the Lead Independent Director of the Company.Company in an attempt to maintain and foster a strong independent presence on the Board of Directors. The Lead Independent Director presides at all meetings of the independent directors and is an Ex Officio member of all standing committees of the Company, including the Board Enterprise Risk Committee.  His duties include making recommendations regarding the structure of the Board of Directors as well as committee meetings; assisting in establishing agendas of the Board of Directors; overseeing evaluations and performance of members of the Board of Directors; chairing executive sessions of the independent directors; and overseeing the Company’s shareholder communication policies and procedures.  Additionally, he has the authority to call meetings of the independent directors of the Company.

It is anticipated that Mr. Wiseman will retain the position of Chairman of the Board and Chief Executive Officer at the discretion of the Board of Directors, after which Mr. Miller will become Chief Executive OfficerChairman of the Board, while continuing as President,Chief Executive Officer, and David W. Thomas will continue as Lead Independent Director.  The Nominating and Corporate Governance Committee believes this arrangement takes advantage of the unique experience of Messrs. Wiseman and Miller, with the independence of Mr. Thomas, to ensure both management and Board succession for the long termlong-term success of the Company and its subsidiaries.

The Board of Directors has five standing committees:  the Audit Committee, the Compensation and Management Succession Committee, the Executive Committee, the Nominating and Corporate Governance Committee, and the Board Enterprise Risk Committee.

The Audit Committee is comprised of Anna P. Barnitz, Kimberly A. Canady, Brent R. Eastman and David W. Thomas (Chair).  The Board of Directors has determined that each member of the Audit Committee qualifies as independent under Rules 5605(a)(2) and 5605(c)(2) of the Nasdaq Listing Rules as well as under Rule 10A-3 promulgated under the Exchange Act.

The Board of Directors believes that each member of the Audit Committee has substantial financial experience and is highly qualified to discharge such member’s duties.  Additionally, the Board of Directors has determined that Anna P. Barnitz and David W. Thomas qualify as “audit committee financial experts” under the SEC’s rules, based on their training and experience.  Mrs. Barnitz earned a Bachelor of Science degree in accounting and has experience as a Senior Auditor with a large banking institution followed by 3234 years of practical accounting experience as the Treasurer and Chief Financial Officer of a multi-million dollar wholesale distributor and retailer.  Mr. Thomas earned a Bachelor of Science degree in Business Administration and has 30 years of experience in bank supervision and regulation gaining diverse experience across a number of disciplines including accounting, finance, audit, risk management, regulatory compliance and corporate governance.  Both Mrs. Barnitz and Mr. Thomas continue their financial literacy training through annual attendance at various audit and bank regulatory seminars and conferences where developments in financial reporting and audit standards are reviewed and discussed.  The Board of Directors has determined that, as a result of the aforementioned training and experience, Mrs. Barnitz and Mr. Thomas are capable of (i) understanding accounting principles generally accepted in the United States (“US GAAP”) and financial statements, (ii) assessing the general application of US GAAP in connection with the accounting for estimates, accruals and reserves, (iii) analyzing and evaluating the Company’s consolidated financial statements, (iv) understanding internal control over financial reporting, and (v) understanding audit committee functions.

The Audit Committee is organized and conducts its business pursuant to a written charter adopted by the Board of Directors.  A current copy of the charter of the Audit Committee is posted on the Company’s website at http://www.ovbc.com under “About” in the Ohio Valley Banc Corp. section.www.ovbc.com/shareholder.  The Audit Committee annually reviews and reassesses the adequacy of its charter and recommends changes to the full Board as necessary.  The Audit Committee is responsible for:Committee’s primary duties and responsibilities are to:

In addition, the Audit Committee reviews and pre-approves all audit and permitted non-audit services provided by the Company’s independent registered public accounting firm and ensures that the registered public accounting firm is not engaged to perform the specific non-audit services prohibited by law, rule or regulation.  The Audit Committee will also carry out such other responsibilities as may be delegated to the Audit Committee by the full Board.

The Compensation and Management Succession Committee is comprised of Anna P. Barnitz (Chair), Brent R. Eastman, Harold A. HoweEdward B. Roberts, and Brent A. Saunders.  The Board of Directors has determined that each member of the Compensation and Management Succession Committee qualifies as independent under current Nasdaq Listing Rule 5605(d)(2).

The Compensation and Management Succession Committee is organized and conducts its business pursuant to a written charter adopted by the Board of Directors.  A current copy of the charter of the Compensation and Management Succession Committee is posted on the Company’s website at http://www.ovbc.com under “About” in the Ohio Valley Banc Corp. section.www.ovbc.com/shareholder.  The Compensation and Management Succession Committee periodically reviews and reassesses the adequacy of its charter and recommends changes to the full Board as necessary.  The charter was last revised by the Board of Directors on February 23, 2021,28, 2023, upon recommendation of the Compensation and Management Succession Committee.

The purposepurposes of the Compensation and Management Succession Committee isare (i) to discharge the responsibilitiescertain of the Board of DirectorsBoard’s responsibilities relating to compensation of the Company’s directors and executive officers andofficers; (ii) to oversee proxy statementperiodic and annual disclosures with respect to compensation.compensation, shareholder votes on compensation and frequency of compensation votes and prepare any periodic or annual report on director and executive compensation and related disclosures as may be required by applicable laws, rules and regulations; and (iii) to consider senior management succession and make recommendations to the Board with respect to plans for such succession.  The Compensation and Management Succession Committee will also carry out such other responsibilities as may be delegated to it by the full Board.

The Compensation and Management Succession Committee is responsible for reviewing and approving the corporate goals and objectives relevantwith respect to the compensation of the Company’s executive officers (including the Chief Executive Officer), evaluating such executive officers’ performance in light of those goals and objectives and determining compensation based on that evaluation.  The Compensation and Management Succession Committee is also responsible for reviewing the Company’s incentive compensation programs and retirement plans, and recommending changes to such programs and plans to the Board of Directors as necessary.  The Compensation and Management Succession Committee also reviews any severance or other termination arrangements to be entered into with the Company’s executive officers.officers; reviews and recommends to the Board the compensation of directors; and can retain, oversee and terminate, at the Company’s expense, any compensation consultant, legal counsel or other advisor to assist the Committee in carrying out its obligations.  In addition to compensation responsibilities, this committee is responsible for the annual review and compliance monitoring of the Stock Ownership and Retention Policy for the Company’s Board of Directors, and is charged with addressing plans for senior management succession and making recommendations to the Board of Directors with respect to selection and retention of executive officers.

The Compensation and Management Succession Committee held sevennine meetings during the 20202022 fiscal year.  The Report of the Compensation and Management Succession Committee on executive compensation relating to the 20202022 fiscal year begins on page 16.18.

The Executive Committee is comprised of Anna P. Barnitz, Harold A. Howe,Brent R. Eastman, Larry E. Miller II (Chair), Brent A. Saunders, David W. Thomas and Thomas E. Wiseman (Chair).Wiseman.  The Executive Committee is authorized to act in the intervals between meetings of the directors on matters delegated by the full Board.  There were twothree meetings held by the Executive Committee of the Company during the 20202022 fiscal year; however, the Executive Committee of the Bank held 3730 meetings.

The Nominating and Corporate Governance Committee consists of Harold A. Howe, Edward J. Robbins, Brent A. Saunders (Chair), K. Ryan Smith, and David W. Thomas.  The Board of Directors has determined that each member of the Nominating and Corporate Governance Committee qualifies as independent under Nasdaq Listing Rule 5605(a)(2).  The purposes of the Nominating and Corporate Governance Committee are to:

The Board Enterprise Risk Committee is organized and conducts its business pursuant to a written charter adopted by the Board of Directors.  At least annually, the Board Enterprise Risk Committee reviews and reassesses the adequacy of its charter and recommends changes to the full Board as necessary.  The Board Enterprise Risk Committee’s primary duties and responsibilities are to:

The business of banking has been and will continue to be centered on the management of risk.  The Board of Directors proactively oversees management’s implementation and enforcement of the Company’s risk management policies and procedures.  The Board’s risk oversight responsibility is primarily administered through the Board Enterprise Risk Committee.  The Board Enterprise Risk Committee meets quarterly to ensure that the Company is taking appropriate steps to identify, measure, monitor, and control risks as identified in the Company’s Enterprise Risk Management Policy. This policy addresses the composition and control of the Company’s overall risk management program and establishes standards for liquidity, market, credit, operational, cybersecurity, legal, reputational, and strategic risks and for others that may emerge in the future.  The Enterprise Risk Management Policy is supplemented by various other Company policies whichthat further address the specific risk categories to which they pertain.  Additionally, the Enterprise Risk Management Policy provides for proper reporting through senior management to the Board Enterprise Risk Committee and/or the full Board of Directors.  The committee routinely receives reports from the Chief Risk Officer as well as other Bank personnel within the Risk Management Department. The Chairman of the Board and the Chief Executive Officer also serve as Ex Officio members of the committee.

The Board of Directors has established a Management Enterprise Risk Committee whose members are the senior management team of the Company.  It is the responsibility of the Management Enterprise Risk Committee, in conjunction with the Risk Management Department, to implement and enforce the risk management policies of the Company on a day-to-day basis.  Periodically, management completes the Federal Financial Institutions Examination Council’s Cybersecurity Assessment Tool to self-identify and measure the risk and maturity level of the Company’s cybersecurity efforts.  Results of this assessment are reported to the Management Enterprise Risk and Board Enterprise Risk Committees.  In addition, multiple third parties, including external auditors, are used to validate the Company’s current cybersecurity practices to the Board.  Actions of the Management Enterprise Risk Committee are routinely monitored and reported to the Board Enterprise Risk Committee.

The Board of Directors recognizes that no policy can anticipate all the conditions, situations and opportunities that may arise during the normal course of operations.  Therefore, the Board of Directors expects management to exercise prudent judgment in the day-to-day implementation of the Company’s risk management policies.

As described above, the Company has a standing Nominating and Corporate Governance Committee that has the responsibility to identify and recommend individuals qualified to become directors.  The Nominating and Corporate Governance Committee evaluates the qualifications and performance of incumbent directors before deciding to recommend them for re-election to the Board. The Nominating and Corporate Governance Committee recommended the nominees for election as directors at the Annual Meeting.  When considering potential candidates for the Board, the Nominating and Corporate Governance Committee strives to assure that the composition of the Board, as well as its practices and operation, contribute to value creation and to the effective representation of the Company’s shareholders.  Although the Company does not have a formal diversity policy, the Nominating and Corporate Governance Committee is guided by the Nominating and Corporate Governance Charterits charter in fulfilling its responsibility to identify and recommend individuals qualified to become directors.   The Nominating and Corporate Governance Committee considers it essential that the Board, as a whole, should be diverse with respect to skills, experience, perspective, age, background and geography as these criteria relate to the Company’s market area and the financial services industry. The Nominating and Corporate Governance Committee may consider the above factors as it deems appropriate in evaluating director candidates.   Depending upon the current needs of the Board, certain factors may be weighed more or less heavily by the Nominating and Corporate Governance Committee.  From time to time, the Nominating and Corporate Governance Committee may deem it prudent to recruit individuals with education and expertise in a specific discipline, such as accounting, finance or law.

In considering candidates for the Board, the Nominating and Corporate Governance Committee evaluates the entirety of each candidate’s credentials and does not have any specific minimum qualifications that must be met by a Nominating and Corporate Governance Committee-recommended nominee.  However, the Nominating and Corporate Governance Committee does believe that all members of the Board should have the highest character and integrity; a reputation for working constructively with others; sufficient time to devote to Board matters; and no conflict of interest that would interfere with performance as a director.  Additionally, the Company is a highly-regulated institution and all director candidates are subject to the requirements of applicable federal and state banking laws and regulations.

The Nominating and Corporate Governance Committee considers candidates for the Board from any reasonable source, including recommendations from shareholders and existing directors.  The Nominating and Corporate Governance Committee does not evaluate candidates differently based on who has made the recommendation.  The Nominating and Corporate Governance Committee has the authority to hire and pay a fee to consultants or search firms to assist in the process of identifying and evaluating candidates.  No such consultants or search firms have been used to date and, accordingly, no fees have been paid to consultants or search firms.

Shareholders may recommend director candidates for consideration by the Nominating and Corporate Governance Committee by writing to the Chairman of the Nominating and Corporate Governance Committee, currently Mr. Saunders, at the Company’s executive offices, P.O. Box 240, Gallipolis, Ohio 45631. The recommendation should give the candidate’s name, age, business address, residence address, principal occupation or employment and number of common shares beneficially owned.  The recommendation should also describe the qualifications, attributes, skills or other qualities of the recommended director candidate.  A written statement from the candidate consenting to be named as a director candidate and, if nominated and elected, to serve as a director should accompany any such recommendation.

Shareholders who wish to nominate an individual for election as a director at an annual meeting of the shareholders of the Company must also comply with the Company’s Code of Regulations and the proxy rules promulgated under the Exchange Act regarding shareholder nominations.  Shareholder nominations must be made in writing and delivered or mailed to the President of the Company, currently Mr. Miller, at the Company’s executive offices, P.O. Box 240, Gallipolis, Ohio 45631, not less than 14 days nor more than 50 days prior to any meeting of shareholders called for the election of directors.  However, if less than 21 days’ notice of the meeting is given to the shareholders, the nomination must be mailed or delivered to the President not later than the close of business on the seventh day following the day on which the notice of the meeting was mailed to the shareholders.  Each nomination must contain the following information to the extent known by the nominating shareholder:  (i) the name and address of each proposed nominee; (ii) the principal occupation of each proposed nominee; (iii) the total number of common shares of the Company that will be voted for each proposed nominee; (iv) the name and residence address of the nominating shareholder; (v) the number of common shares of the Company beneficially owned by the nominating shareholder; and (vi) any other information required to be disclosed with respect to a nominee for election as a director under the proxy rules promulgated under the Exchange Act.  Nominations not made in accordance with the Company’s Code of Regulations or the proxy rules promulgated under the Exchange Act will not be considered.

The Board of Directors of the Company adopted an Insider Trading Policy in 1993.  Although the Company generally permits hedging transactions, its Insider Trading Policy prohibits any director, officer or employee from purchasing the Company’s stock on margin, short selling the Company’s stock or buying or selling puts or calls of the Company’s stock.  Further, the Company requires that any transactions that may violate the Insider Trading Policy, including certain hedging transactions, must be approved ahead of time by the President or Secretary to ensure they do not otherwise violate the Insider Trading Policy.

The executive officers of the Company receive no compensation from the Company.  Instead, they are paid by subsidiaries for services rendered in their capacities as executive officers of subsidiaries of the Company.

The Compensation and Management Succession Committee (the “Compensation Committee”) is responsible for reviewing and approving goals and objectives relevant to the compensation of the Company's executive officers (including the named executive officers), evaluating such executive officers' performance in light of those goals and objectives and determining compensation based on that evaluation.  As part of that responsibility, the Compensation Committee reviews the Company's bonus program as well as retirement plans and recommends changes to such programs and plans to the Board of Directors, as necessary.  The Compensation Committee believes the goals and objectives relevant to the compensation of the Company’s employees, including executive officers, do not incent excessive risk taking and are not reasonably likely to create a material adverse effect on the Company.   The Company continues to face numerous risks, as do all institutions, which could threaten its value.  The most prominent of these risks are credit, interest rate, liquidity, strategic, operational and reputational risk.  The Compensation Committee believes the risk management controls currently in place in conjunction with performance goals that properly balance earnings growth and asset quality effectively address the risks inherent in the current economic environment.  The Compensation Committee also has responsibility for reviewing any severance or other termination arrangements to be entered into with the Company's executive officers.

The Compensation Committee makes all compensation decisions regarding the named executive officers, and the Compensation Committee's Chartercharter does not provide for delegation of its responsibilities.  The Compensation Committee utilizes data and reports prepared or assembled by management in conjunction with the utilization of a web-based service.  The web-based service provides information that includes, but is not limited to, peer analysis of comparable financial industry job grades, merit adjustments, and base salary and/or total compensation benchmarking report primarily for Ohio and the Midwest Region of the United States.  Our Executive Vice President and Corporate Secretary works with the Compensation Committee Chair in establishing the agenda for Compensation Committee meetings.  The Chief Executive OfficerBoard Chairman and Chief OperatingExecutive Officer regularly attend meetings to brief the Compensation Committee on the Company’s overall performance.  With respect to developing compensation packages, the Chief Executive OfficerBoard Chairman annually reviews the performance of each executive officer (excluding his own and that of the Chief OperatingExecutive Officer) by comparing results achieved to established goals as well as the overall performance of the Company as compared to Board approved corporate performance goals.  This data, along with salary data derived from the Company’s wage and salary administration plan, are the bases for his recommendations to the Compensation Committee with respect to the compensation of the other executive officers, including base salary adjustments and annual bonus payments. The Compensation Committee considers the Chief Executive Officer’sBoard Chairman’s recommendations and uses its own discretion in making the final compensation decisions.  The Compensation Committee regularly conducts executive sessions, without the presence of management, in fulfilling its responsibilities pursuant to its charter.

Neither the Company nor any of its subsidiaries has executed a separate employment, severance or change in control agreement with any of the executive officers of the Company.

Certain compensation plans provide benefits payable upon termination.  Benefits payable to the named executive officers upon termination under the Executive Deferred Compensation Plan and the Director Deferred Fee Plan are described under the heading “Compensation Program – Executive Retirement Plans – Executive Deferred Compensation Plan” and under the heading “Compensation Program – Executive Retirement Plans – Director Deferred Fee Plan”.  Benefits payable to Mr. Wiseman, Mr. Miller, and Mr. Shockey under their SERPs are described under the heading “Compensation Program – Executive Retirement Plans – Supplemental Executive Retirement Agreements” on page 18.20.  Benefits payable to Mr. Wiseman and Mr. Miller under the Director Retirement Plan are described under the heading “Compensation Program – Director Retirement Plan” on page 19.21.  Benefits payable to named executive officers under executive and director life insurance policies are described under the heading “Compensation Program – Executive Life Insurance” on page 2021 and “Compensation Program – Director Life Insurance” on page 20.22.

Regardless of the manner in which a named executive officer's employment terminates, the officer will be entitled to receive amounts earned during his or her employment under the Profit Sharing Retirement Plan, the 401(k) Plan and the ESOP.  Named executive officers will also be entitled to benefits upon death or disability under group plans available to all employees of the Company or the Bank.

All of the directors of the Company also serve as directors of the Bank.  Members of the Board of Directors of the Company receive compensation for their services rendered as directors of the Bank, not the Company.  In 2020,2022, each director who was not an employee of the Company or any of its subsidiaries received $750 per month for his or her service as a member of the Board of Directors of the Bank.  Directors who were employees of one of the subsidiaries of the Company received $350 per month in 20202022 for their services.  In addition, each director of the Bank received an annual retainer of $17,000 in 2020.2022.  This figure is pro-rated for time served for new or retiring members.

In January 2010, the Independent Directorsindependent directors appointed David W. Thomas as Lead Independent Director.  The Lead Independent Director’s responsibilities are to chair Board and committee meetings in the absence of the Chief Executive Officer as well as chair the monthly meetings of the independent directors.  In addition to the fees outlined above, Mr. Thomas will receive $18,000 for his services as Lead Independent Director in 2021.2023.

Each non-employee director who was a member of the Executive Committee of the Bank (Anna P. Barnitz, Harold A. Howe, Brent A. Saunders and David W. Thomas) received fees of $40,695 in 2020.2022.  This figure is pro-rated for time served for new and retired members.  Executive Committee members who are employees of the Bank receive no compensation for serving on the Executive Committee, except for Thomas E. Wiseman, whose current salary includes $20,000 for his duties as Chairman of the Executive Committee.  The Executive Committee of the Bank met 3730 times in 2020.2022.

The Company maintains a life insurance policy for all directors with a death benefit of two times annual director fees at time of death, reduced by 35% at age 65 and 50% at age 70.  The life insurance policies terminate upon retirement.  Messrs. Miller and Wiseman, as employees of the Bank, are excluded from this benefit under the terms of the Bank’s group term life insurance program.

In December 1996, life insurance contracts were purchased by the Company for all directors and certain officers, and additional contracts have been purchased as new directors and officers have joined the Company.  The Company is the owner of the contracts.  The purpose of these contracts was to replace a current group life insurance program for executive officers, implement a deferred compensation plan for directors and executive officers, implement a director retirement plan, and implement a supplemental retirement plan for certain officers.

For a description of the director retirement and deferred compensation agreements, see “Compensation Program – Director Retirement Plan” and “Compensation Program – Director Deferred Fee Plan”.

 The Bank has had and expects to have in the future banking transactions in the ordinary course of the Bank's business with certain directors, officers and principal shareholders of the Company and entities with which they are associated.  The Board of Directors has determined that all of the directors except Messrs. Miller and Wiseman are “independent” under the listing standards of Nasdaq.  In determining independence, the Board of Directors considered loan and deposit relationships with each director or with persons related to or affiliated with the director; fees paid to Mr. Saunders for legal services; and promissory notes issued by the Company to Mr. Eastman, family members of Mr. Eastman and Mr. Thomas’s parents.  The rules of Nasdaq do not disqualify a director from being deemed independent based on relationships.  In addition, all loans by the Bank in which a “related person,” within the meaning of Item 404(a) of Regulation S-K of the SEC, had or will have a direct or indirect material interest since the beginning of fiscal year 2019 (a)2021 (i) were not disclosed as nonaccrual, past due, restructured or potential problems; (b)(ii) were made in the ordinary course of business; (c)(iii) 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 lender; and (d)(iv) did not involve more than the normal risk of collectability or present other unfavorable features.  As of the date of this proxy statement, all of such loans were performing loans.  The Board of Directors does not believe such relationships interfere with the directors’ exercise of independent judgment in carrying out their responsibilities as directors.

Brent A. Saunders, LPA, received retainer fees of $21,000$22,000 for legal services to the Company and its subsidiaries during the Company’s 20202022 fiscal year, as approved by the Board of Directors in December 2019.2021.  In December 2020,2022, the Board of Directors approved the payment to Mr. Saunders of $22,000 in retainer fees for legal services to the Company and its subsidiaries during the Company’s 20212023 fiscal year.  The Board of Directors determined that such a relationship does not interfere with Mr. Saunders’ exercise of independent judgment in carrying out his responsibilities as a director; rather, Mr. Saunders’ legal experience provides value to his service as a director.

From time to time, the Company accepts loans from various persons to raise funds for ongoing operations and to fund the growth of the Company and its subsidiaries.  These loans are evidenced by promissory notes, which are sold by the Company in private placements to accredited investors without registration under the Securities Act of 1933, as amended.

Since the beginning of 2019,2021, the Company had outstanding at various times sixfifteen separate promissory notes to Mr. Eastman, his brother and a revocable trust with respect to which Mr. Eastman’s mother serves as trustee.  Of the sixfifteen notes outstanding to Mr. Eastman and his family members, all were renewals of loans that had been made prior to 2019.2021.  The notes had terms ofranging from one year orto two years.  Since January 1, 2019,2021, principal in the amount of $360,000$1,159,908 was paid to Mr. Eastman’sEastman and his brother for the notetwo notes, both of which matured in December 2020.May 2021.  No other principal has been paid to the Eastmans on any of such notes since January 1, 2019.2021.  However, all interest has been paid and new notes were executed upon maturity.  Five notes remained outstanding as of March 30, 2021.April 3, 2023.

The Company also has one outstanding promissory note to Mr. Thomas’s parents that was issued in 2019.2022.  The note has a term of one year and remained outstanding as of March 30, 2021.April 3, 2023.  The following table sets forth certain information regarding this note:

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, as codified in Section 14A of the Securities Exchange Act of 1934, and regulations of the SEC adopted under that Act, give the Company's shareholders an opportunity to vote to approve the compensation of our named executives as disclosed in this proxy statement.  At the Annual Meeting of Shareholders of the Company held on May 10, 2017, one of the matters voted upon by the shareholders of the Company was the non-binding advisory vote on the frequency of future non-binding advisory votes on executive compensation. At that time, shareholders voted to recommend non-binding advisory votes on executive compensation every year.  After consideration of such vote, the current policy of the Company’s Board of Directors is to provide a vote on approval of the compensation paid to the Company’s named executive officers annually.  Accordingly, unless the Board changes the frequency of future votes, the next vote on approval of named executive officer compensation will occur at the 20222024 Annual Meeting of Shareholders.

Our named executive officers are those individuals included in the Summary Compensation Table on page 2223 in this proxy statement.  The compensation being approved is the compensation required to be disclosed in this proxy statement by the rules of the SEC, including the compensation described in the compensation program description, the compensation tables and any related material disclosed in this proxy statement.

 The vote is advisory in nature and therefore will not bind the Board of Directors to take any particular action.  Nevertheless, if there is a significant vote against approval of the compensation, the Board of Directors intends to attempt to determine the reason for such negative votes and may make changes to executive compensation based on its findings.

The Board of Directors has structured the Company's executive compensation program with the following objectives in mind:  compensation should be directly linked to corporate operating performance, and all officers should receive fair and equitable compensation for their respective levels of responsibility and supervisory authority compared to their peers within the Company as well as their peers within the financial services industry.  The Board of Directors urges you to read the section headed “Compensation Program” starting on page 1618 of this proxy statement and the related compensation tables and narrative on pages 2223 through 25.

The Audit Committee consists of four directors who qualify as independent under applicable Nasdaq rules as well as under Rule 10A-3 promulgated under the Exchange Act. The Audit Committee operates under a written charter adopted by the Board of Directors.

The Audit Committee appoints the Company’s independent registered public accounting firm and oversees the Company’s financial and reporting processes on behalf of the Board of Directors.  Management is responsible for the Company’s consolidated financial statements and its accounting and financial reporting processes, including the establishment and maintenance of an adequate system of internal control over financial reporting.  Management is also responsible for preparing its report on the establishment and maintenance of, and assessment of the effectiveness of, the Company’s internal control over financial reporting.  Crowe, the independent registered public accounting firm employed by the Company for the 20202022 fiscal year, is responsible for auditing the Company’s consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) and issuing its report thereon based on such audit, and for reviewing the Company’s unaudited interim consolidated financial statements.  The Audit Committee’s responsibility is to provide independent, objective oversight of these processes.

As part of its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited consolidated financial statements of the Company for the year ended December 31, 2020,2022, including a discussion of the quality, and not just the acceptability, of the accounting principles applied, the reasonableness of significant judgments and the clarity of disclosures in the audited financial statements.  The Audit Committee also discussed with management the adequacy and effectiveness of the Company’s internal control over financial reporting and related accounting and financial controls.  The Audit Committee also discussed with management the interim financial and other information contained in the Company’s earnings releases and SEC filings.

 The Audit Committee discussed with Crowe the matters required by the standards of the Public Company Accounting Oversight Board (United States), including those described in Statement on Auditing Standard No. 1301, as amended, as adopted by the Public Company Accounting Oversight Board, and, with and without management present, reviewed and discussed the results of Crowe’s examination of the Company’s consolidated financial statements.

The Audit Committee also discussed with Crowe that firm’s independence from the Company and its management.  The Audit Committee obtained from Crowe the written disclosures and the letter from Crowe required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant’s communication with the Audit Committee concerning independence.  The Audit Committee discussed with Crowe any relationships or services that might affect that firm’s objectivity and satisfied itself as to Crowe’s independence.

Under applicable SEC rules, the Audit Committee is required to pre-approve the audit and non-audit services performed by the independent registered public accounting firm in order to assure that they do not impair that firm’s independence from the Company.  The SEC’s rules specify the types of non-audit services that an independent registered public accounting firm may not provide to its audit client and establish the Audit Committee’s responsibility for administration of the engagement of the independent registered public accounting firm.  Accordingly, the Audit Committee has adopted, and the Board of Directors has ratified, an Audit and Non-Audit Services Pre-Approval Policy (the “Pre-Approval Policy”), which sets forth the procedures and the conditions pursuant to which services proposed to be performed by the Company’s independent registered public accounting firm may be pre-approved.

The purpose of the Pre-Approval Policy is to set forth the procedures by which the Audit Committee intends to fulfill its responsibilities.  It does not delegate the Audit Committee’s responsibilities to pre-approve services performed by the independent registered public accounting firm to management.

Consistent with the SEC’s rules, the Pre-Approval Policy provides two different approaches to pre-approving services.  Proposed services may either be pre-approved without consideration of specific case-by-case services by the Audit Committee (“general pre-approval”) or require the specific pre-approval of the Audit Committee (“specific pre-approval”).  The combination of these two approaches in the Pre-Approval Policy results in an effective and efficient procedure to pre-approve services performed by the independent registered public accounting firm.  As set forth in the Pre-Approval Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the independent registered public accounting firm.  Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee.

The Audit Committee may delegate either type of pre-approval authority to one or more of its members.  The member to whom such authority is delegated must report, for informational purposes only, any pre-approval decisions to the Audit Committee at its next scheduled meeting.

Appendices to the Pre-Approval Policy describe the services that have the general pre-approval of the Audit Committee.  The term of any general pre-approval is 12 months from the date of pre-approval, unless the Audit Committee considers a different period and states otherwise.  The Audit Committee will annually review and pre-approve the services that may be provided by the independent registered public accounting firm without obtaining specific pre-approval from the Audit Committee.  The Audit Committee will add to or subtract from the list of general pre-approved services from time to time, based on subsequent determinations.

All requests or applications for services to be provided by the independent registered public accounting firm that do not require specific approval by the Audit Committee will be submitted to the Company’s Audit Liaison and must include a detailed description of the services to be rendered.  The Audit Liaison will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee.  The Audit Committee will be informed on a timely basis of any such services rendered by the independent registered public accounting firm.

Requests or applications to provide services that require specific approval by the Audit Committee will be submitted to the Audit Committee by both the independent registered public accounting firm and the Audit Liaison, and must include a joint statement as to whether, in their view, the request or application is consistent with the SEC’s rules on auditor independence.

The Audit Committee has designated the Audit Liaison to monitor the performance of all services provided by the independent registered public accounting firm and to determine whether such services are in compliance with the Pre-Approval Policy.  The Audit Liaison will report to the Audit Committee on a periodic basis on the results of this monitoring.  Both the Audit Liaison and management will immediately report to the chairman of the Audit Committee any breach of the Pre-Approval Policy that comes to the attention of the Audit Liaison or any member of management.

The Company will provide without charge to any shareholder of record on March 26, 2021,24, 2023, on the written request of any such shareholder, a copy of the Company's Annual Report on Form 10-K, including financial statements and schedules thereto, required to be filed under the Exchange Act for the Company's fiscal year ended December 31, 2020.2022.  Such written request should be directed to Tom R. Shepherd, Secretary, Ohio Valley Banc Corp., P.O. Box 240, Gallipolis, Ohio 45631, telephone number 1-800-468-6682 or 1-740-578-3211.

Shareholders desiring to nominate candidates for election as directors at the 20222024 Annual Meeting must follow the procedures described in “ELECTION OF DIRECTORS – Nominating Procedures.”

Each shareholder of record will receive a separate mailing of the Notice Regarding Internet Availability of Proxy Materials and, at a later date, a copy of that Notice, a proxy, and a return envelope.  Each shareholder of record desiring a printed copy of the proxy materials must request such shareholder’s own copy.  Such request should be directed to Tom R. Shepherd, Secretary, Ohio Valley Banc Corp., P.O. Box 240, Gallipolis, Ohio 45631, telephone number 1-800-468-6682 or 1-740-578-3211.  Beneficial shareholders whose shares are held by a bank, broker or other holder of record should request information about householding from such record holder.

Please sign and date the proxy you will receive from the Company and mail it promptly, or you may submit your proxy electronically by going to www.cleartrustonline.com/ovbc and following the instructions on that website or telephonically by calling 1-813-235-4490.