Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(a)       Not applicable
(b)       Not applicable
(c)       Not applicable
(d)       Not applicable
(e)       The Compensation Committee of the Board of Directors (the "Compensation

Committee") of Park National Corporation ("Park") met on January 12, 2022 to

determine the 2022 base salary (the "2022 Base Salary") for each of Park's

executive officers, the discretionary annual incentive compensation award for the

twelve-month period ended December 31, 2021 (the "2021 Incentive Compensation")

earned by each of Park's executive officers and the equity-based awards granted to

Park's executive officers.

In determining the 2022 Base Salaries, 2021 Incentive Compensation and

discretionary equity-based awards, the Compensation Committee considered, as one

of the relevant factors, Park's compensation (for each of Park's executive

officers) relative to Park's peer bank holding companies (the financial services

holding companies included in the Midwest Regional Compensation Peer Group

("Midwest Peers")) executive compensation. In determining the 2021 Incentive

Compensation awards, the Compensation Committee considered Park's performance

versus both budgeted and prior year results. The Compensation Committee also

considered Park's performance measured by the return on average equity and return

on average assets for the year ended December 31, 2021, as well as Total

Shareholder Return as of December 31, 2021, compared to the Midwest Peers (note,

ROAA and ROAE information for peers was available for the nine month period ended

September 30, 2021).

The 2022 Base Salaries are effective as of January 1, 2022 and the 2021 Incentive

Compensation awards are expected to be paid in April 2022.

The following table shows the 2022 Base Salary and the 2021 Incentive Compensation


          award for each of Park's executive officers:



                  Name                          2021 Base Salary             2022 Base Salary          2021 Incentive Compensation
David L. Trautman1                                  $785,000                     $750,000                        $560,000
Matthew R. Miller2                                  $575,000                     $550,000                        $342,000
Brady T. Burt3                                      $375,000                     $400,000                        $249,000

______________________________________

1 Mr. Trautman serves as Chairman of the Board and Chief Executive Officer of each of Park and Park's national bank subsidiary The Park National Bank ("PNB").

2 Mr. Miller serves as President of each of Park and PNB.

3 Mr. Burt serves as Chief Financial Officer, Secretary and Treasurer of Park and as Senior Vice President and Chief Financial Officer of PNB. Park National Corporation 2017 Long-Term Incentive Plan for Employees - Performance-Based Restricted Stock Unit Awards



On January 12, 2022, the Compensation Committee granted awards (the "2022 PBRSU
Awards") of performance-based restricted stock units ("PBRSUs") to each of
Messrs. Trautman, Miller and Burt, which 2022 PBRSU Award grants are subject to
the terms and conditions of Park's 2017 Long-Term Incentive Plan for Employees
(the "2017 Employees LTIP") and the award agreements evidencing the 2022 PBRSU
Awards.

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The following table shows the minimum/target number of PBRSUs which may be earned (the "Target Award") and the maximum number of PBRSUs which may be earned (the "Maximum Award") in respect of the 2022 PBRSU Award granted to each of Messrs. Trautman, Miller and Burt:



Name and Position                                       Target Award                 Maximum Award
David L. Trautman
Chairman of the Board and Chief Executive
Officer of each Park and PNB                            2,290 PBRSUs

3,435 PBRSUs

Matthew R. Miller
President of each Park and PNB                          1,710 PBRSUs

2,565 PBRSUs

Brady T. Burt
Chief Financial Officer, Secretary and
Treasurer of Park; Senior Vice President and
Chief Financial Officer of PNB                          1,510 PBRSUs

2,265 PBRSUs





The number of PBRSUs earned and settled or, in the alternative, forfeited will
be based upon Park's performance, measured by Park's cumulative return on
average assets ("ROA") for the three-year performance period beginning
January 1, 2022 and ending December 31, 2024 (the "Performance Period"),
relative to the cumulative ROA results for the Performance Period for the
Industry Index of financial services holding companies (excluding corporations
classified for federal income tax purposes as "S" corporations) in the United
States with total consolidated assets of $3 billion to $10 billion (the "$3B to
$10B Industry Index"). However, no PBRSUs will be earned by Messrs. Trautman,
Miller and Burt if Park's consolidated net income for each fiscal year during
the Performance Period has not equaled or exceeded an amount equal to 110% of
all cash dividends declared and paid by Park during such fiscal year.

Park's performance at the 50th percentile and the 80th percentile of the $3B to
$10B Industry Index peer group's performance will result in Messrs. Trautman,
Miller and Burt earning PBRSUs representing the Target Award and the Maximum
Award, respectively (interpolated on a straight line basis for performance at
percentiles between these specified percentiles), covered by their respective
grants.

Any PBRSUs earned based on Park's performance relative to the $3B to $10B
Industry Index peer group will also be subject to a service-based vesting
requirement. One-half of the PBRSUs earned in respect of the Performance Period
will vest and be settled in Park common shares (on a one-for-one basis) on the
date the Compensation Committee determines and certifies the number of PBRSUs
earned in respect of the Performance Period (the "Certification Date") if the
executive officer earning such PBRSUs is still employed by Park or one of Park's
subsidiaries on the Certification Date. On the first anniversary of the
Certification Date, the other half of the PBRSUs earned in respect of the
Performance Period will vest and be settled in Park common shares (on a
one-for-one basis) if the executive officer earning such PBRSUs is still
employed by Park or one of Park's subsidiaries on the first anniversary of the
Certification Date. Subject to the terms of the award agreement evidencing each
2022 PBRSU Award, none of the Park common shares received by Messrs. Trautman,
Miller and Burt upon settlement of earned and vested PBRSUs may be sold,
transferred, assigned or otherwise similarly disposed of by him for a period of
five years after the date of settlement.

Each award agreement evidencing a 2022 PBRSU Award also addresses the effect of
termination of employment of the executive officer to whom the 2022 PBRSU Award
is granted, the effect of a defined "Change in Control" for purposes of the 2017
Employees LTIP and events the occurrence of which will result in the forfeiture
of the PBRSUs and any common shares delivered pursuant to the award agreement.

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