Proxy Statement (Form DEF 14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1)
and 0-11.
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Fee paid previously with preliminary materials.
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Dear Stockholder:
On behalf of the Board of Directors and management of
The attached Notice of Annual Meeting and Proxy Statement describe the formal business we expect to act upon at the Annual Meeting. I will also report on our operations. You will be asked to (i) elect the Board's four nominees for director; and (ii) ratify the appointment of
Your vote is important, regardless of the number of shares you own. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting even if you cannot attend. Stockholders of record may vote by returning the enclosed Proxy Card. Stockholders may also vote by telephone or over the internet by following the instructions on the Proxy Card.
Sincerely, |
President and Chief Executive Officer |
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717 MAIN STREET
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
NOTICE IS HEREBY GIVEN that the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of
1. |
To elect three directors; and |
2. |
To ratify the appointment of |
All as set forth in the Proxy Statement accompanying this notice, and to transact any other business that may properly come before the Annual Meeting. The Board of Directors is not aware of any other business to come before the Annual Meeting. Stockholders of record at the close of business on
A copy of our Annual Report to Stockholders and Form 10-Kfor the fiscal year ended
It is important that your shares be represented and voted at the Annual Meeting. Stockholders whose shares are held in registered form have a choice of voting by proxy card, telephone or the Internet, as described on your proxy card. Stockholders whose shares are held in the name of a broker, bank or other holder of record must vote in the manner directed by such holder. Check your proxy card or the information forwarded by your broker, bank or other holder of record to see which voting options are available to you. Any stockholder of record attending the virtual Annual Meeting may withdraw his or her proxy and vote personally on any matter properly brought before the virtual Annual Meeting. If you are a stockholder whose shares are not registered in your own name, you will need appropriate documentation from the stockholder of record to vote at the virtual Annual Meeting.
BY ORDER OF THE BOARD OF DIRECTORS |
Secretary |
Important Notice Regarding Internet Availability of Proxy Materials
For the Annual Meeting of Stockholders to be Held on
The Proxy Statement and Annual Report to Stockholders and Form 10-K
are available on the Shareholders Services Page of our website at
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Participants in the Wayne Bank Employee Stock Ownership Plan |
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Business Background of Our Executive Officers Who Are Not Directors |
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PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS |
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PROXY STATEMENT
OF
717 MAIN STREET
ANNUAL MEETING OF STOCKHOLDERS
GENERAL
This proxy statement and the accompanying proxy card are first being distributed to stockholders of
VOTING AND PROXY PROCEDURES
Who Can Vote at the Annual Meeting
You are only entitled to vote at the Annual Meeting if our records show that you held shares of our common stock,
How to Vote at the Annual Meeting
You may vote your shares by Internet, telephone, regular mail or at the virtual Annual Meeting. Each of these voting options is described on your proxy card or Notice. You should complete and retuyour proxy card, or vote using the Internet or telephone voting options, in order to ensure that your vote is counted at the virtual Annual Meeting, or at any adjournment of the Annual Meeting, regardless of whether you plan to attend the Annual Meeting. If you retuan executed proxy card without marking your instructions, your executed proxy card will be voted "FOR" the election of the four director nominees named in this Proxy Statement and "FOR" the ratification of the appointment of
Registered stockholders can vote online by visiting www.investorvote.com/nwfland following the on-screen instructions.The Notice previously provided to you contains the necessary codes required to vote online or by telephone. If you wish to vote by telephone, please call the toll-free number on the enclosed proxy card and follow the instructions in the recorded message. You may also vote by mail by completing, signing, dating and returning the enclosed proxy card in the envelope provided.
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If you are a registered stockholder (i.e., you hold your shares through our transfer agent,
To register to attend the Annual Meeting online by webcast you must submit proof of your proxy power (legal proxy) reflecting your holdings
Requests for registration should be directed to us at the following:
By email:
Forward the email from your broker, or attach an image of your legal proxy, to [email protected]
By mail:
COMPANY Legal Proxy
P.O. Box 43001
If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the persons named in the Board of Directors' form of proxy will vote your shares as determined by a majority of the Board of Directors. If the Annual Meeting is postponed or adjourned, your Common Stock may be voted by the persons named in the Board of Directors' form of proxy on the new Annual Meeting dates as well, unless you have revoked your proxy or the Board of Directors sets a new record date. The Company does not know of any other matters to be presented at the Annual Meeting.
You may revoke your proxy at any time before the vote is taken at the Annual Meeting. To revoke your proxy you must either advise the Company's Secretary in writing before your Common Stock has been voted at the Annual Meeting, deliver a later-dated proxy, use the Internet or telephone voting options explained on the proxy card or vote during the virtual Annual Meeting. Attendance at the virtual Annual Meeting will not by itself revoke your proxy.
If you hold your Common Stock in "street name," you will receive instructions from your broker, bank or other nominee that you must follow in order to have your shares voted. Your broker, bank or other nominee may allow you to deliver your voting instructions via the telephone or the Internet. Please see the instruction form provided by your broker, bank or other nominee that accompanies this Proxy Statement.
Internet Access to Proxy Materials
Copies of this Proxy Statement and the Annual Report and Form 10-Kfor the fiscal year ended
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Participants in the Wayne Bank Employee Stock Ownership Plan
The enclosed proxy card also serves as a voting instruction form for participants in the Wayne Bank Employee Stock Ownership Plan (the "ESOP"), and reflects all shares participants may vote under the ESOP. ESOP participants may also give voting instructions by telephone or by internet as provided in the form. Under the terms of the ESOP, all shares held by the ESOP are voted by the ESOP trustees, but each participant in the ESOP may direct the trustees on how to vote the shares of Common Stock allocated to his or her ESOP account. Unallocated shares and allocated shares for which no timely voting instructions are received will be voted by the ESOP trustees in the same proportion as the shares for which the trustees have received timely voting instructions, provided that in the absence of any voting directions as to allocated stock, the Board of Directors of
Vote Required
The Annual Meeting can only transact business if a majority of the outstanding shares of Common Stock entitled to vote are represented at the Annual Meeting. If you retuvalid proxy instructions or attend the virtual Annual Meeting online, your shares will be counted for purposes of determining whether there is a quorum even if you abstain or withhold your vote or do not vote your shares at the Annual Meeting. Under
In voting on the election of directors, you may vote in favor of a nominee or withhold your vote from a nominee. There is no cumulative voting in the election of directors. Directors must be elected by a plurality of the votes cast at the Annual Meeting. This means that the nominees receiving the greatest number of votes will be elected. Votes that are withheld and broker non-voteswill have no effect on the outcome of the election.
In voting to ratify the appointment of
PRINCIPAL HOLDERS OF OUR COMMON STOCK
Persons and groups beneficially owning more than 5% of the Common Stock are required to file certain reports with the
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of Beneficial Owner |
Amount and Nature of Beneficial Ownership(1) |
Percent of Common Stock Outstanding(2) |
||||||
50 Hudson Yards New |
562,276 | (3) | 7.0 | % | ||||
|
618,052 | (4) | 6.8 | % | ||||
All directors, nominees and executive officers as a Group (13 persons) |
764,368 | (5)(6)(7) | 8.2 | % |
(1) |
For purposes of this table, a person is deemed to be the beneficial owner of shares of Common Stock if he or she shares voting or investment power with respect to such shares or has the right to acquire beneficial ownership within 60 days of the Record Date. As used herein, "voting power" is the power to vote or direct the voting of shares and "investment power" is the power to dispose or direct the disposition of shares. Except as otherwise noted, ownership is direct and the named persons or group exercise sole voting or investment power over the shares of Common Stock. |
(2) |
In calculating the percentage ownership of an individual or group, the number of shares outstanding is deemed to include any shares which the individual or group have the right to acquire within 60 days of the Record Date through the exercise of options or otherwise. |
(3) |
Based on a Schedule 13G filed on |
(4) |
Based on a Schedule 13G filed on |
(5) |
Unless otherwise noted, the directors, executive officers and group named in the table have sole or shared voting power or investment power with respect to the shares listed in the table. The share amounts include shares of Common Stock that the following persons may acquire through the exercise of stock options within 60 days of the Record Date: Dr. |
(6) |
Excludes shares of restricted stock awarded under the Company's 2014 and 2024 Equity Incentive Plans that have not yet vested. |
(7) |
Excludes 82,706 shares of Common Stock held under the Wayne Bank Employee Stock Ownership Plan ("ESOP") for which such individuals serve as the ESOP trustees. Such shares are voted by the ESOP trustees in a manner proportionate to the voting directions of the allocated shares received by the ESOP participants, subject to the fiduciary duty of the trustees. Beneficial ownership is disclaimed with respect to such ESOP shares held in a fiduciary capacity. |
PROPOSAL I - ELECTION OF DIRECTORS
The Board of Directors currently consists of ten (10) members, each of whom also serves as a director of our principal subsidiary,
Dr.
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The persons named as proxies in the Board of Directors' form of proxy intend to vote for the election of the Nominees, unless the proxy is marked to indicate that such authorization is expressly withheld. Should any of the Nominees withdraw or be unable to serve (which the Board of Directors does not expect) or should any other vacancy occur in the Board of Directors, it is the intention of the persons named in the Board of Directors' form of proxy to vote for the election of such person as may be recommended to the Board of Directors by the Nominating Committee of the Board. If there is no substitute nominee, the size of the Board of Directors may be reduced.
The following table sets forth the names, ages, positions with the Company, terms and length of board service, number of shares owned and percentage ownership of the Common Stock for: (i) each of the persons nominated for election as directors of the Company at the Annual Meeting; (ii) each other director of the Company who will continue to serve as director after the Annual Meeting; and (iii) each executive officer who is not a director. Beneficial ownership of the directors and executive officers of the Company as a group is also set forth below.
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Age(1) | Year First Elected or Appointed(2) |
Current Term Expires |
Common Stock Beneficially Owned as of Record Date(3)(4) |
Percent of Class |
||||||||||||||||
BOARD NOMINEES FOR TERMS TO EXPIRE IN 2028 | ||||||||||||||||||||
Dr. |
66 | 2007 | 2025 | 24,205 | * | |||||||||||||||
|
75 | 2004 | 2025 | 26,403 | (5) | * | ||||||||||||||
|
67 | 2020 | 2025 | 283,702 | (5) | 3.1 | % | |||||||||||||
DIRECTORS CONTINUING IN OFFICE | ||||||||||||||||||||
Kevin M. Lamont |
66 | 2011 | 2026 | 136,008 | (5) | 1.5 | % | |||||||||||||
Dr. |
74 | 1988 | 2026 | 15,690 | * | |||||||||||||||
|
69 | 2020 | 2026 | 148,725 | (5) | 1.6 | % | |||||||||||||
|
57 | 2022 | 2027 | 7,936 | * | |||||||||||||||
|
65 | 2009 | 2027 | 67,679 | * | |||||||||||||||
|
48 | 2017 | 2027 | 7,118 | * | |||||||||||||||
|
64 | 2024 | 2027 | 16,446 | (5)(6) | * | ||||||||||||||
Age(1) | Year First Elected or Appointed(2) |
Current Term Expires |
Common Stock Beneficially Owned as of Record Date(3)(4) |
Percent of Class |
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EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS | ||||||||||||||||||||
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60 | Na | Na | 3,000 | * | |||||||||||||||
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55 | Na | Na | 19,578 | * | |||||||||||||||
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63 | Na | Na | 9,878 | * | |||||||||||||||
All directors, nominees and executive officers as a group (13 persons) |
764,368 | 8.2 | % |
* |
Less than 1% of the Common Stock outstanding. |
(1) |
As of |
(2) |
Refers to the year the individual first became a director of the Company or the Bank. |
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(3) |
Unless otherwise noted, the directors, executive officers and group named in the table have sole or shared voting power or investment power with respect to the shares listed in the table. The share amounts include shares of Common Stock that the following persons may acquire through the exercise of stock options within 60 days of the Record Date: Dr. |
(4) |
Excludes shares of restricted stock awarded under the Company's 2014 and 2024 Equity Incentive Plans that have not yet vested. |
(5) |
Excludes 82,706 shares of Common Stock held under the Wayne Bank Employee Stock Ownership Plan ("ESOP") for which such individuals serve as the ESOP trustees. Such shares are voted by the ESOP trustees in a manner proportionate to the voting directions of the allocated shares received by the ESOP participants, subject to the fiduciary duty of the trustees. Beneficial ownership is disclaimed with respect to such ESOP shares held in a fiduciary capacity. |
(6) |
Appointed to the Board of Directors of the Company and the Bank on |
Biographical Information
The biographies of each of the nominees and continuing directors below contain information regarding the person's service as a director, business experience, director positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating Committee and the Board to determine that the person should serve as a director for the Company.
Nominees for Director
Dr.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF THE ABOVE NOMINEES.
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Continuing Directors
Kevin M. Lamontwas appointed to the Board of Directors upon the completion of the Company's acquisition of
Dr.
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Business Background of Our Executive Officers Who Are Not Directors
The business experience for the past five years of each of the Company's executive officers who is not a director is set forth below. Unless otherwise indicated, the executive officer has held his position for the past five years.
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. It is expected that all directors, officers and employees act, in all matters, in accordance with the highest standards of personal and professional conduct in all aspects of their employment and association with the Company and the Bank, to comply with all applicable laws, rules and regulations and to adhere to all policies and procedures adopted by the Company and the Bank.
. The Audit Committee is comprised of Directors Forte, Phillips, Matergia, Hungerford and Gifford. The Board of Directors has determined that each of the members of the Audit Committee is independent in accordance with the listing requirements for The Nasdaq Global Market. The Board of Directors has adopted a charter for the Audit Committee which is available on the Shareholder Services page of our website at
. The Audit Committee is a standing committee and, among other matters, is responsible for developing and maintaining the Company's audit program. The Audit Committee also meets with the Company's independent auditors to discuss the results of the annual audit and any related matters.
. The Compensation Committee consists of Directors Lamont, Matergia, Gifford and Nolan. This standing committee met one time during the fiscal year ended
.
.
information when determining the timing or terms of equity awards, nor does the Company time disclosure of material
information for the purpose of affecting the value of executive compensation.
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EXECUTIVE COMPENSATION
Summary Compensation Table. The following table sets forth the cash and non-cashcompensation awarded to or earned during the last two fiscal years by our principal executive office and the two other most highly compensated executive officers whose total compensation (excluding compensation attributable to non-qualifieddeferred compensation earnings) during the fiscal year ended
|
Year | Salary | Bonus | Stock Awards(1) |
Option Awards(1) |
Nonqualified Deferred Compensation Earnings |
All Other Compensation (2) |
Total | ||||||||||||||||||||||||
|
2024 | $ | 538,000 | $ | 134,500 | $ | 161,402 | $ | - | $ | - | $ | 40,795 | $ | 874,697 | |||||||||||||||||
President and |
2023 | $ | 478,125 | $ | 115,000 | $ | 191,188 | $ | - | $ | - | $ | 32,122 | $ | 816,435 | |||||||||||||||||
Chief Executive Officer |
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|
2024 | $ | 241,500 | $ | 58,000 | $ | 40,875 | $ | - | $ | - | $ | 32,411 | $ | 372,786 | |||||||||||||||||
|
2023 | $ | 230,000 | $ | 49,200 | $ | 44,490 | $ | - | $ | - | $ | 31,112 | $ | 354,802 | |||||||||||||||||
|
2024 | $ | 235,326 | $ | 56,332 | $ | 40,875 | $ | - | $ | - | $ | 33,629 | $ | 291,658 | |||||||||||||||||
Executive Vice President, |
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(1) |
Based on the aggregate grant date fair value of the award computed in accordance with FASB ASC Topic 718. For assumptions used in determining the grant date for value of the options and restricted stock awards, see Note 12 of Notes to the Consolidated Financial Statements in the Annual Report on Form 10-Kfor the fiscal year ended |
(2) |
All other compensation for 2024 consists of the following: |
401(k) Matching Contributions |
Life Insurance Paid |
Club Dues | Automobile Allowance |
Total* | ||||||||||||||||
|
$ | 31,050 | $ | 2,396 | 2,317 | $ | 5,032 | $ | 40,795 | |||||||||||
|
24,015 | 2,396 | - | 6,000 | 32,411 | |||||||||||||||
|
23,453 | 2,396 | 1,780 | 6,000 | 33,629 |
(3) |
|
* |
Excludes the value of certain perquisites and personal benefits which did not exceed |
In accordance with
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The Summary Compensation Table includes various miscellaneous income items under "All Other Compensation." Under the Company's 401(k) Plan, eligible employees may annually contribute between 2% and 10% of their compensation to their accounts in the 401(k) Plan. The Company generally matches employee contributions up to 3% of salary. The Company also makes a Safe Harbor contribution of 3% annually to eligible employees. In 2023, the Company made a discretionary contribution of 3% of salary. Since all eligible NEOs each contributed at least 3% of salary, a contribution of 9% was made to each of their accounts. The Company pays premiums on life insurance coverage for all eligible employees including the NEOs with insurance coverage of three times the base salary. Each NEO also participates in the Wayne Bank ESOP. In accordance with
Outstanding Equity Awards at Fiscal Year End. The following table sets forth information concerning outstanding equity awards of the NEOs at
Option Awards | Stock Awards | |||||||||||||||||||||||
|
Number of Options |
Number of Securities Underlying Unexercised Options Unexercisable |
Option |
Option |
Number of Shares or Units of Stock that Have Not Vested |
Market Value Stock that Have Not Vested (1) |
||||||||||||||||||
|
- | - | $ | - | - | 5,923 (2) | $ | 161,165 | ||||||||||||||||
5,157 (3) | 140,322 | |||||||||||||||||||||||
1,500 (4) | 40,815 | |||||||||||||||||||||||
600 (7) | 16,326 | |||||||||||||||||||||||
|
750 | - | $ | 22.37 | 1,500 (2) | $ | 40,815 | |||||||||||||||||
1,500 | 32.81 | 1,200 (3) | 32,652 | |||||||||||||||||||||
1,500 | 32.34 | 900 (4) | 24,489 | |||||||||||||||||||||
1,500 | 36.02 | 600 (5) | 16,326 | |||||||||||||||||||||
1,500 | 26.93 | |||||||||||||||||||||||
|
- | - | $ | - | - | 1,500 (2) | $ | 40,815 | ||||||||||||||||
1,200 (3) | 32,652 | |||||||||||||||||||||||
900 (4) | 24,489 | |||||||||||||||||||||||
600 (5) | 16,326 | |||||||||||||||||||||||
250 (6) | 6,803 |
(1) |
Based on fair market value of the Company common stock underlying the award ( |
(2) |
Awards vest in five equal installments beginning on |
(3) |
Awards vest in five equal installments beginning on |
(4) |
Awards vest in five equal installments beginning on |
(5) |
Awards vest in five equal installments beginning on |
(6) |
Awards vest in five equal installments beginning on |
(7) |
Awards vest at a rate of 70% as of the one-yearanniversary of the date of the grant, |
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Employment Agreements
In the event that
(i) a severance benefit equal to 2.999 times his 5-year averageannualized taxable compensation, plus
(ii) reimbursement for the cost of COBRA continuation for the coverage for
In 2023, this agreement was amended to provide that the calculation of the maximum severance payment associated with a termination of employment following a Change in Control transaction would exclude the taxable income associated with the grant, vesting or exercise of stock options or restricted stock awards reported in calendar years 2024 and thereafter.
The Company and the Bank have entered into an employment agreement with
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Effective Date, the agreement will automatically be extended for an additional 12 months unless either party has beforehand provided the other party with written notice that the agreement shall not be extended at such time.
The agreement provides that for 2024,
In the event of the involuntary termination of employment by the Bank,
In the event that either (i) the Bank or the Company terminate
In the event that the Bank or the Company terminate the employment of
Payments made to
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Potential Payments Upon Retirement, Termination or Change-in-Control.As noted above,
Change in Control Severance Agreements.The Company has entered into a change in control severance agreement with
Salary Continuation Plans. Upon a separation of service from
The Company has also entered into a Salary Continuation Agreement with
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annual benefit equal to the annual retirement benefit accrued through the date of separation or disability payable in monthly installments for a period of fifteen (15) years beginning at Normal Retirement Age or the month after disability, as the case may be. In the event of a Change in Control occurring prior to a separation from service, disability or Normal Retirement Age,
2014 and 2024 Equity Incentive Plans.In 2024, the Company implemented the 2024 Equity Incentive Plan permitting the grant of stock options and stock awards to officers, employees and directors. Stock awards are typically granted annually as part of the individual performance review process. This takes place at the Compensation Committee Meeting in the fourth quarter. The full board ratifies the actions of the Compensation Committee in December and establishes the award grant date. The exercise price of stock options is based upon the last sale price of the Company's stock at the closing on the effective date of grant or if there is no trading on such date then the last trading day prior to such date of grant. In 2024, a total of 33,000 options were granted to selected employees under the 2014 and 2024 Equity Incentive Plans. Such options granted in 2024 represent 0.36% of total shares outstanding as of
In 2024, a total of 11,427 shares of restricted stock were awarded under the 2014 and 2024 Equity Incentive Plans to executive officers and directors. NEOs received 8,923 stock awards in 2024, as follows:
|
Stock Award |
|
5,923 Shares | ||
1,500 Shares | ||
1,500 Shares |
Annual Cash Incentive Plan. Since 2019, the annual cash incentive program for NEOs has been based upon pre-definedperformance criteria and attainment of such performance during the fiscal year. Depending on the Company's targeted performance measures for the year, the Committee establishes a cash incentive bonus pool generally based on a percentage of pre-taxearnings. Specific bonus amounts are awarded to each NEO based on attainment of pre-determinedfinancial performance targets and individual performance goals as determined by the Committee. Discretionary cash bonuses are also distributed to employees at all levels based on merit as determined by the President and approved by the Committee at the end of the fiscal year. Any adjustments to the financial performance measures utilized to determine the bonus pool for a plan year must be approved by the Board of Directors. Effective in 2023, the Company adopted an Incentive-Based Compensation Recovery Policy to enable the Company to seek recover of any erroneously awarded compensation.
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Historically, this bonus pool percentage has varied from 3.0% to 5.3% of pre-taxearnings. For 2024, the Board approved a bonus pool in
|
Bonus | % of Base Salary | ||||||
|
$ | 134,500 | 25 | % | ||||
|
$ | 58,000 | 24 | % | ||||
|
$ | 56,332 | 24 | % |
401(k) Plan and ESOP.The Bank maintains a defined contribution profit-sharing and 401(k) Plan which is open to all employees over the age of 21 who have met the eligibility requirements. The 401(k) Plan permits employees to make pre-taxcontributions of between 2% and 10% of their compensation to their accounts in the 401(k) Plan, and
Executive Elective Deferral Plan.The Company and the Bank have approved an Executive Elective Deferral Plan (the "Executive Plan") which permits a select group of its management and highly compensated employees to participate in a non-qualifieddeferred compensation plan. The Executive Plan enables participants to voluntarily defer a portion of the receipt of their base salary and cash bonus payments to be earned in the future. The election to defer future salary amounts or bonus amounts payable in 2025 or future years must be made in writing prior to the beginning of the respective calendar year of deferrals. The Executive Plan will conform to the requirements of Internal Revenue Code Section 409A and related regulations regarding non-qualifieddeferred compensation arrangements and limits changes in the time and form of payment of benefits under the Executive Plan once these elections are made by a participant upon his or her election to participate in the Executive Plan for a specific calendar year. Amounts deferred by the participant will be credited with annualized interest earnings equal to the
Pay vs Performance.Regulations adopted by the
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Year
|
PEO | Summary Compensation Table Total for PEO |
Compensation Actually Paid to PEO |
Average Summary Compensation Table Total for Non-PEO
NEOs |
Average Compensation Actually Paid to Non-PEO
NEOs |
Value of Initial Fixed Investment Based on Total Shareholder Retu ( (5)
|
Net Income | |||||||||||||||||||||
(a)
|
(b) | (c) | (d) | (e) | (f) | (g) | (h) | |||||||||||||||||||||
2024
|
James O. Donnelly |
$ | 874,697 | $ | 645,166 |
(1)(3)
|
$ | 369,474 | $ | 309,820 |
(2)(4)
|
$ | 118.99 |
(6)
|
$ | (160,000 | ) | |||||||||||
2023
|
James O. Donnelly |
$ | 816,435 | $ | 633,359 | $ | 414,108 | $ | 374,382 |
(2)
|
$ | 135.81 |
(6)
|
$ | 16,759,106 | |||||||||||||
2022
|
James O. Donnelly |
$ | 560,315 | $ | 424,005 | $ | 426,979 | $ | 400,990 |
(2)
|
$ | 133.08 |
(6)
|
$ | 29,232,618 | |||||||||||||
Lewis J. Critelli |
$ | 729,153 | $ | 672,067 | $ | 426,979 | $ | 400,990 |
(2)
|
$ | 133.08 |
(6)
|
$ | 29,232,618 |
(1) |
For
|
(2) |
For
the Non-PEO NEOs,
Average Compensation Actually Paid in 2024 [column (f)] is less than the Average SCT Total [column (e)] as reported for the corresponding year in the "Total" column of the SCT resulting from adjustments in equity award values. See Footnote 4. The Non-PEO NEOs
for 2024 were: Non-PEOs
in 2023 were: Non-PEOs
in 2022 were |
(3) |
Equity Award Adjustments for the PEO (
|
Adjustments to Determine Compensation "Actually Paid" for the PEO (
|
2024
|
|||
Deduction for Amounts Reported under the 'Stock Awards' Column in the SCT
|
$ | (161,402 | ) | |
Deduction for Amounts Reported under the 'Option Awards' Columns in the SCT
|
- | |||
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end
|
$ | 19,220 | ||
Increase for Fair Value of Awards Granted during year that Vest during year
|
- | |||
Increase/deduction for Change in Fair Value from
Prior Year-end to
current Year-end of
Awards Granted Prior to year that were Outstanding and Unvested as of Year-end
|
(41,407 | ) | ||
Increase/deduction for Change in Fair Value from
Prior Year-end to
Vesting Date of Awards Granted Prior to year that Vested during year |
(7,507 | ) | ||
Deduction of Fair Value of Awards Granted Prior to year that were forfeited during year
|
- | |||
Increase based upon Incremental Fair Value of Awards Modified during year
|
- | |||
Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award
|
$ | 13,735 | ||
Total Adjustments
|
$ | (229,531 | ) | |
(4) |
Equity Award Adjustments for the Average
Non-PEO
NEO Compensation Actually Paid:
The following table sets forth the adjustments made during the 2024 year to the SCT "Total Compensation" column in the Pay vs Performance Table to arrive at average compensation "actually paid" to our Non-PEO NEOs
during the 2024 year presented: |
Adjustments to Determine Average Compensation "Actually Paid" for
the Non-PEO NEOs
|
2024
|
|||
Deduction for Amounts Reported under the 'Stock Awards' Column in the SCT
|
$ | (40,875 | ) | |
Deduction for Amounts Reported under the 'Option Awards' Columns in the SCT
|
- | |||
Increase for Fair Value of Awards Granted during year that Remain Unvested as of Year end
|
$ | (4,868 | ) | |
Increase for Fair Value of Awards Granted during year that Vest during year
|
- | |||
Increase/deduction for Change in Fair Value from
Prior Year-end to
current Year-end of
Awards Granted Prior to year that were Outstanding and Unvested as of Year-end
|
$ | (11,410 | ) | |
Increase/deduction for Change in Fair Value from
Prior Year-end to
Vesting Date of Awards Granted Prior to year that Vested during year |
$ | (2,502 | ) | |
Deduction of Fair Value of Awards Granted Prior to year that were forfeited during year
|
- | |||
Increase based upon Incremental Fair Value of Awards Modified during year
|
- | |||
Increase based on Dividends or Other Earnings Paid during the year prior to Vesting Date of Award
|
$ | 4,770 | ||
Total Adjustments
|
$ | (59,654 | ) | |
(5) |
Cumulative total shareholder retu(TSR) is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company's share price at the end and the beginning of the measurement period by the Company's share price at the beginning of the measurement period.
|
(6) |
Cumulative total shareholder retu(TSR) for the period
100.00
as of |
earnings. Specific bonus amounts are awarded to each NEO following a review of
Company and individual performance targets as determined by the Compensation Committee. For 2024, the Board approved a bonus pool in
earnings, however, net income is not the sole measurement criteria in establishing the bonus pool, and in years in which Company net income is negative, the relationship between net income and the bonus pool will be within the discretion of the Board of Directors. As detailed in the Pay vs Performance Table, Net Income in 2024 decreased by approximately 101% or
NEOs decreased by approximately 22.7% from 2022 to 2024. The Average Compensation Paid for the position of PEO decreased by approximately 13.4% from 2022 to 2024.
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DIRECTOR COMPENSATION
Set forth below is a table providing information concerning the compensation of the Company's directors who are not NEOs for the fiscal year ended
Fees Earned or Paid in Cash |
Stock Awards (1) |
Option Awards(1) |
All Other Compensation(2) |
Total | ||||||||||||||||
Dr. |
$ | 82,500 | $ | 22,481 | $ | - | $ | 75 | $ | 105,056 | ||||||||||
|
79,500 | 22,481 | - | 75 | 102,056 | |||||||||||||||
|
79,500 | 22,481 | - | 2,755 | 104,736 | |||||||||||||||
Kevin M. Lamont |
85,500 | 22,481 | - | 76 | 108,057 | |||||||||||||||
|
79,500 | 22,481 | - | 53 | 102,034 | |||||||||||||||
|
80,250 | 22,481 | - | 53 | 102,784 | |||||||||||||||
|
81,750 | 22,481 | - | 75 | 104,306 | |||||||||||||||
|
84,750 | 22,481 | - | 75 | 107,306 | |||||||||||||||
|
99,000 | 22,481 | - | 93 | 121,574 | |||||||||||||||
|
30,750 | 22,481 | - | - | 53,231 |
(1) |
Based on the aggregate grant date for value of the award computed in accordance with FASB ASC Topic 718. For assumptions used, see Note 12 of Notes to Consolidated Financial Statements in the Annual Report on Form 10-K.The grant-date fair value of restricted stock awards was equal to the fair market value of the Company common stock underlying the award on the date of grant. As of |
|
Stock Option Awards |
Restricted Stock Awards |
||||||
Dr. |
- | 2,025 | ||||||
|
- | 825 | ||||||
|
- | 2,025 | ||||||
|
- | 2,025 | ||||||
Kevin M. Lamont |
- | 2,025 | ||||||
|
- | 2,025 | ||||||
|
- | 2,025 | ||||||
|
- | 2,025 | ||||||
|
- | 2,025 | ||||||
|
- | 5,005 |
(2) |
Consists of the value of life insurance premiums paid by the Company for the benefit of the director. For |
Directors who are not full-time employees receive a fee of
22
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Director Deferred Fee Plan. The Company and the Bank have approved a Director Deferred Fee Plan (the "Director Plan") which permits directors of the Company and the Bank who are not employees to participate in a non-qualifieddeferred compensation plan. The Director Plan enables participants to voluntarily defer a portion of the receipt of their cash compensation to be received as fees as a board retainer, for board meetings and committee meetings to be earned in the future. The election to defer future fees payable in 2025 or future years must be made in writing prior to the beginning of the respective calendar year of deferrals. The Director Plan will conform to the requirements of Internal Revenue Code Section 409A and related regulations regarding non-qualifieddeferred compensation arrangements and limits changes in the time and form of payment of benefits under the Director Plan once these elections are made by a participant upon his or her election to participate in the plan for a specific calendar year. Amounts deferred by the participant will be credited with annualized interest earnings equal to the
Pursuant to the 2024 Equity Incentive Plan, 825 shares of restricted stock were awarded to each Outside Director on
RELATED PARTY TRANSACTIONS
Certain directors and executive officers of the Bank, their families and their affiliates are customers of the Bank. Any transactions with such parties including loans and commitments are made on substantially the same terms and conditions, including interest rate and collateral, as those of comparable transactions prevailing at the time with other persons unrelated to the lender, and do not include more than the normal risk of collectability or present other unfavorable features. The Bank has adopted written policies and procedures for the approval of loans to directors and executive officers. All loans to directors and executive officers are approved by the entire Board of Directors in advance with the director or executive officer abstaining from participating directly or indirectly in the voting.
PROPOSAL II - RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
Audit Fees.The aggregate fees billed by the Company's principal accountant for professional services rendered for the audit of the Company's annual consolidated financial statements and for the review of the consolidated financial statements included in the Company's Quarterly Reports on Form 10-Qfor the fiscal years ended
23
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Audit Related Fees.The aggregate fees billed by the Company's principal accountant for assurance and related services in connection with the performance of the employee benefit plan audit and, in 2023, for fees related to the adoption of ASU No. 2016-13("CECL"), for the years ended
Tax Fees.The aggregate fees billed by the Company's principal accountant for professional services rendered for preparation of state and federal tax returns and other tax matters for the years ended
All Other Fees.The aggregate fees billed by the Company's principal accountant for professional services rendered for services or products other than those listed under the captions "Audit Fees," "Audit-RelatedFees," and "Tax Fees" for the years ended
The Audit Committee reviews and pre-approvesall audit-related and non-auditrelated services to be performed by the independent auditors. The Audit Committee may establish policies and procedures regarding pre-approvalof audit and permissible non-auditservices performed by the independent auditors, provided that policies and procedures are detailed as to the particular service and do not result in the delegation of the Audit Committee's responsibilities to management. The Chairman of the Audit Committee has been delegated authority to pre-approveaudit and non-auditrelated services in lieu of the full Audit Committee. The Chairman of the Audit Committee must present any previously approved engagements to the full Audit Committee at the next scheduled meeting.
During the year-ended
Ratification of the appointment of the independent auditors requires the affirmative vote of a majority of the votes cast at the Annual Meeting. The Board of Directors recommends that stockholders vote "FOR" the ratification of the appointment of
REPORT OF THE AUDIT COMMITTEE
For the fiscal year ended
Audit Committee:
Dr.
Dr.
24
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STOCKHOLDER PROPOSALS
In order to be considered for inclusion in the Company's proxy statement for the annual meeting of stockholders to be held in 2025, stockholder proposals must be submitted to the Secretary at the Company's office,
OTHER MATTERS
The Board of Directors does not know of any other matters that are likely to be brought before the Annual Meeting. If any other matters, not now known, properly come before the Annual Meeting or any adjournments, the persons named in the enclosed proxy card, or their substitutes, will vote the proxy in accordance with their judgment on such matters.
MISCELLANEOUS
The Company will bear the cost of soliciting proxies. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses that they incur in forwarding proxy materials to the beneficial owners of Common Stock. In addition to soliciting proxies by mail, directors, officers, and regular employees of the Company may solicit proxies personally or by telephone without additional compensation.
The Company's Annual Report to Stockholders and Annual Report on Form 10-K forthe fiscal year ended
BY ORDER OF THE BOARD OF DIRECTORS |
Secretary |
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MMMMMMMMMMMMMMMMMMMMMMMMMMM C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 Your vote matters - here's how to vote! 000001 ADD 2 ADD 3 You may vote online or by phone instead of mailing this card. ADD 4MMMMMMMMM ADD 5 Online ADD 6 Go to www.investorvote.com/NWFL or scan the QR code - login details are located in the shaded bar below. Phone Call toll free 1-800-652-VOTE (8683) within the
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2025 Annual Meeting of Stockholders of Norwood Financial Corp The 2025 Annual Meeting of Shareholders of
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Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. 2025 Annual Meeting Proxy Card q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Proposals - The Board of Directors recommends a vote FOR all the nominees, and FOR Proposal 2. 1. Election of Directors: For Withhold For Withhold For Withhold 01-Dr.
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Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Stockholders. The material is available at: www.investorvote.com/NWFL q IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q Proxy-Norwood Financial Corp Notice of 2025 Annual Meeting of Stockholders Proxy Solicited by Board of Directors for Annual Meeting-
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