UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 14A
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(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant x
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Filed by a Party other than the Registrant o
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Check the appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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ý
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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PENNS WOODS BANCORP, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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ý
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No fee required.
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o
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1
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Title of each class of securities to which transaction applies:
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(2
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Aggregate number of securities to which transaction applies:
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(3
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4
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Proposed maximum aggregate value of transaction:
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(5
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Total fee paid:
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o
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Fee paid previously with preliminary materials.
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o
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1
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Amount Previously Paid:
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(2
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Form, Schedule or Registration Statement No.:
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(3
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Filing Party:
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(4
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Date Filed:
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PENNS
WOODS
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BANCORP, INC.
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1.
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Elect six (6) Class 3 director nominees of the board of directors, to serve for a three-year term that will expire in 2023, and until their successors are elected and qualified (Proposal No. 1);
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2.
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Consider a proposal to adopt the Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan (Proposal No. 2);
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3.
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Consider a proposal to adopt the Penns Woods Bancopr, Inc. 2020 Non-Employee Director Compensation Plan (Proposal No. 3);
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4.
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Conduct a non-binding (advisory) vote on executive compensation (Proposal No. 4);
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5.
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Ratify the appointment of S.R. Snodgrass, P.C. as the Corporation's independent registered public accounting firm for the year ending December 31, 2020 (Proposal No. 5); and
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6.
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Transact such other business as may properly come before the Annual Meeting, and any adjournment or postponement thereof.
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•
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Notice of the 2020 Annual Meeting of Shareholders;
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•
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2020 Proxy Statement;
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•
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Annual Report to Shareholders for the year ended December 31, 2019; and
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•
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Proxy Card.
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Number of Times
Met During 2019
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ASSET LIABILITY COMMITTEE:
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Daniel K. Brewer, Michael J. Casale, Jr., William J. Edwards, James M. Furey, II, D. Michael Hawbaker, Leroy H. Keiler, III, Cameron W. Kephart, Joseph E. Kluger, Charles E. Kranich, II, Robert Q. Miller, John G. Nackley, R. Edward Nestlerode, Jr., William H. Rockey, Jill Fortinsky Schwartz, Ronald A. Walko
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4
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AUDIT:
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Daniel K. Brewer, Michael J. Casale, Jr., William J. Edwards, James M. Furey, II, D. Michael Hawbaker, Leroy H. Keiler, III, Cameron W. Kephart, Joseph E. Kluger, Charles E. Kranich, II, Robert Q. Miller, John G. Nackley, R. Edward Nestlerode, Jr., William H. Rockey, Jill Fortinsky Schwartz, Ronald A. Walko
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4
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COMPENSATION:
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Michael J. Casale, Jr., William J. Edwards, D. Michael Hawbaker, R. Edward Nestlerode, Jr.
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2
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EXECUTIVE:
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Daniel K. Brewer, Michael J. Casale, Jr., Joseph E. Kluger, R. Edward Nestlerode, Jr.
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—
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NOMINATING AND CORPORATE GOVERNANCE:
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Michael J. Casale, Jr., D. Michael Hawbaker, R. Edward Nestlerode, Jr., Ronald A. Walko
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1
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Fees
Earned or
Paid in
Cash
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Stock
Awards
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Option
Awards
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Non-Equity
Incentive Plan
Compensation
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Change in Pension
Value and Non-qualified Deferred
Compensation
Earnings
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All Other
Compensation
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Total
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Name
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($)
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($)
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($)
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($)
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($)
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($)
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($)
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Daniel K. Brewer
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$
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65,500
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$
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—
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$
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—
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$
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—
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$
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—
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$
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—
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$
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65,500
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Michael J. Casale, Jr.
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63,000
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—
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—
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—
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—
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—
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63,000
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William J. Edwards
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58,000
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—
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—
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—
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—
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—
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58,000
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|||||||
James M. Furey, II
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58,000
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—
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—
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—
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—
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—
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58,000
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D. Michael Hawbaker
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58,000
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—
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—
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—
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—
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—
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58,000
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Leroy H. Keiler, III
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58,000
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—
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—
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—
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—
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—
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58,000
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Cameron W. Kephart
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58,000
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—
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—
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—
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—
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—
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58,000
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Joseph E. Kluger
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55,000
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—
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—
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—
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—
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—
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55,000
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Charles E. Kranich, II
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37,000
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—
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—
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—
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—
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—
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37,000
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Robert Q. Miller
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37,000
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—
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—
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—
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—
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—
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37,000
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John G. Nackley
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50,000
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—
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—
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—
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—
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—
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50,000
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R. Edward Nestlerode, Jr.
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65,500
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—
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—
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—
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—
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—
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65,500
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William H. Rockey
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58,000
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—
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—
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—
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—
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—
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58,000
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Jill F. Schwartz
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50,000
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—
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—
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—
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—
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—
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50,000
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Ronald A. Walko
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58,000
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—
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—
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—
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—
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—
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58,000
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Nominees for election as Class 3
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Class 1 Directors
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Class 2 Directors
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Directors whose term expires in 2023:
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to serve until 2022:
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to serve until 2021:
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James M. Furey, II (age 72)
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Daniel K. Brewer (age 57)
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William J. Edwards (age 48)
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Richard A. Grafmyre (age 66)
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Michael J. Casale, Jr. (age 68)
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Leroy H. Keiler, III (age 56)
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D. Michael Hawbaker (age 52)
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Joseph E. Kluger (age 56)
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Cameron W. Kephart (age 43)
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Brian L. Knepp (age 45)
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R. Edward Nestlerode, Jr. (age 67)
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Charles E. Kranich, II (age 50)
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Robert Q. Miller (age 60)
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William H. Rockey (age 73)
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Jill F. Schwartz (age 66)
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John G. Nackley (age 67)
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Ronald A. Walko (age 73)
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Name
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Age
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Position and/or Offices
With the Corporation
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Employee
Since
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Number of
Shares of the
Corporation
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Year First
Elected an
Officer
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Richard A. Grafmyre
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66
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Chief Executive Officer of the Corporation
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2010
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6,493
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2010
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Brian L. Knepp
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45
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President and Chief Financial Officer of the Corporation
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2005
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4,078
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2005
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Aron M. Carter
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47
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Senior Vice President - Chief Risk Officer of the Corporation
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2013
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905
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2013
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Michelle M. Karas
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53
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Senior Vice President, Secretary, & Chief Data Officer of the Corporation
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2012
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932
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2012
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(1)
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Shares held individually.
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(2)
|
Shares held individually.
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(3)
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Includes 1,500 shares held individually and 26,607 shares held jointly with his spouse.
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(4)
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Shares held individually.
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(5)
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Includes 10,570 shares held jointly with his spouse, 6,000 held individually, and 2,445 shares held by his spouse.
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(6)
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Includes 6,193 shares held individually and 300 shares held by his spouse.
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(7)
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Shares held jointly with his spouse.
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(8)
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Shares held individually.
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(9)
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Shares held jointly with his spouse.
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(10)
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Includes 595 shares held individually and 256 shares held jointly with his spouse.
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(11)
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Includes 3,120 shares held individually and 491 shares held jointly with his spouse.
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(12)
|
Shares held individually.
|
(13)
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Shares held individually.
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(14)
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Includes 1,080 shares held individually and 348 shares held jointly with his spouse.
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(15)
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Shares held individually.
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(16)
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Includes 14,523 shares held jointly with his spouse, 19,437 shares held individually, 2,077 shares held by his spouse, 531 shares held by his son, and 2,704 shares held by Nestlerode Contracting Co., Inc.
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(17)
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Shares held jointly with his spouse.
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(18)
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Shares held individually.
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(19)
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Includes 30,050 shares held jointly with his spouse and children, 4,143 shares held individually, 652 shares held by his spouse, and 217 shares held jointly by his spouse and children.
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(20)
|
This information is based solely on a Schedule 13G filed with the SEC on February 7, 2020 by BlackRock, Inc., which reported sole voting power as to 363,954 shares and sole dispositive power as to 377,412 shares, as of December 31, 2019.
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•
|
reviews and adjusts the principles guiding the compensation policy to maintain alignment with short and long-term strategic goals and to build shareholder value;
|
•
|
establishes performance objectives including, but not limited to, earnings, return on assets, return on equity, total assets, and quality of the loan portfolio;
|
•
|
evaluates the performance of the executive officers in comparison to the performance goals;
|
•
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determines the compensation of executive officers and the components of the compensation;
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•
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administers the retirement plans of the Corporation, including the defined benefit, defined contribution, and 401(k) plans;
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•
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administers the 2006 Employee Stock Purchase Plan;
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•
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administers the 2014 Stock Option Plan;
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•
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recommends changes to compensation plans, cash or equity, to the full board of directors;
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•
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reviews and recommends changes to succession plans; and
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•
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reviews and recommends changes to director compensation.
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•
|
financial reports outlining budget to actual performance;
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•
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reports of corporate achievement/recognition by outside parties;
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•
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forecasted financial results as compared to the current budget and actual results;
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•
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peer financial analysis and comparison;
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•
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completion and progress of meeting strategic goals;
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•
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peer equity and cash compensation data;
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•
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national and regional compensation surveys; and
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•
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financial impact of current and proposed compensation programs.
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•
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employee performance evaluations and compensation recommendations;
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•
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reporting actual and forecasting future results;
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•
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establishing performance objectives;
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•
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review and recommendations of non-cash employee compensation programs; and
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•
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assistance with Committee meeting agendas.
|
1st Constitution Bancorp
|
|
ACNB Corporation
|
|
Chemung Financial Corp.
|
Citizens and Northern Corp.
|
|
Citizens Financial Services, Inc.
|
|
Civista Bancshares, Inc.
|
Codorus Valley Bancorp
|
|
Community Financial Corporation
|
|
ESSA Bancorp, Inc.
|
Farmers & Merchants Bancorp
|
|
First Keystone Corporation
|
|
First United Corp.
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FNCB Bancorp, Inc.
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|
Franklin Financial Services Co.
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Heartland Bancorp
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Marlin Business Services Corp.
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Middlefield Banc Corp.
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MVB Financial Corp.
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Norwood Financial Corp.
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Orrstown Financial Services, Inc.
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Premier Financial Bancorp, Inc.
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QNB Corp.
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Shore Bancshares, Inc.
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Unity Bancorp, Inc.
|
|
Members of the Compensation Committee
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Michael J. Casale, Jr.
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William J. Edwards
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D. Michael Hawbaker
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R. Edward Nestlerode, Jr.
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Name and Principal
|
|
|
|
Salary
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|
Bonus
|
|
Stock Awards
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Option Awards
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Non-Equity
Incentive Plan Compensation |
|
Change in Pension
Value and Non-qualified Deferred Compensation Earnings |
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All Other Compensation
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Total
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Position
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|
Year
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($)
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|
($)(1)
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|
($)
|
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($)
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|
($)(2)
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($)
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|
($)(3)(4)
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($)
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|||||||||||||||||
Richard A. Grafmyre
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2019
|
|
$
|
825,000
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|
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$
|
—
|
|
|
$
|
—
|
|
|
$
|
121,658
|
|
|
$
|
362,750
|
|
|
$
|
—
|
|
|
$
|
28,574
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|
|
$
|
1,337,982
|
|
|
Chief Executive Officer (5)
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|
2018
|
|
723,229
|
|
|
400
|
|
|
—
|
|
|
—
|
|
|
312,500
|
|
|
—
|
|
|
25,513
|
|
|
1,061,642
|
|
|||||||||
|
|
2017
|
|
538,934
|
|
|
250
|
|
|
—
|
|
|
92,200
|
|
|
257,000
|
|
|
—
|
|
|
24,482
|
|
|
912,866
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|||||||||||||||||
Brian L. Knepp
|
2,016
|
|
2019
|
|
200,000
|
|
|
—
|
|
|
—
|
|
|
97,326
|
|
|
70,250
|
|
|
—
|
|
|
17,605
|
|
|
385,181
|
|
||||||||
President & Chief Financial
|
|
2018
|
|
184,000
|
|
|
400
|
|
|
—
|
|
|
232,435
|
|
|
66,000
|
|
|
—
|
|
|
15,770
|
|
|
498,605
|
|
|||||||||
Officer (6)
|
|
2017
|
|
170,185
|
|
|
250
|
|
|
—
|
|
|
69,150
|
|
|
58,000
|
|
|
—
|
|
|
14,764
|
|
|
312,349
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Aron M. Carter
|
|
2019
|
|
119,822
|
|
|
—
|
|
|
—
|
|
|
30,414
|
|
|
22,250
|
|
|
—
|
|
|
9,187
|
|
|
181,673
|
|
|||||||||
Senior Vice President (7)
|
|
2018
|
|
116,460
|
|
|
400
|
|
|
—
|
|
|
40,380
|
|
|
22,000
|
|
|
—
|
|
|
6,509
|
|
|
185,749
|
|
|||||||||
|
|
2017
|
|
114,640
|
|
|
250
|
|
|
—
|
|
|
27,660
|
|
|
16,000
|
|
|
—
|
|
|
8,367
|
|
|
166,917
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Michelle M. Karas
|
|
2019
|
|
129,892
|
|
|
—
|
|
|
—
|
|
|
24,332
|
|
|
22,250
|
|
|
—
|
|
|
12,346
|
|
|
188,820
|
|
|||||||||
Senior Vice President (8)
|
|
2018
|
|
126,851
|
|
|
400
|
|
|
—
|
|
|
51,326
|
|
|
22,000
|
|
|
—
|
|
|
11,878
|
|
|
212,455
|
|
|||||||||
|
|
2017
|
|
120,409
|
|
|
250
|
|
|
—
|
|
|
27,660
|
|
|
16,000
|
|
|
—
|
|
|
9,484
|
|
|
173,803
|
|
(1)
|
Amounts include a holiday bonus paid to all employees of JSSB: $0 for 2019; $400 for 2018; and $250 for 2017
|
(2)
|
Amounts represent amounts paid under the Corporation’s Performance-Based Bonus Plan.
|
(3)
|
The cost of certain perquisites and other personal benefits for Messrs. Grafmyre, Knepp, Carter, and Ms. Karas are not included because such total does not exceed $10,000.
|
(4)
|
Other compensation includes employer contributions to the 401(k) Plan for the benefit of Messrs. Grafmyre, Knepp, Carter, and Ms. Karas.
|
(5)
|
Mr. Grafmyre joined the Corporation in October 2010 and serves as the Chief Executive Officer of the Corporation, and is also a member of the board of directors of the Corporation.
|
(6)
|
Mr. Knepp serves as President and Chief Financial Officer of the Corporation, and is also a member of the board of directors of the Corporation.
|
(7)
|
Mr. Carter serves as a Senior Vice President - Chief Risk Officer of the Corporation.
|
(8)
|
Ms. Karas serves as a Senior Vice President, Secretary, & Chief Data Officer of the Corporation.
|
Name
|
Grant Date
|
All Other Stock Awards: Number of Shares of Stock or Units (#)
|
All Other Option Awards: Number of Securities Underlying Options (#)
|
Exercise or Base Price of Option Awards ($/SH)
|
Grant Date Fair Value of Stock and Option Awards ($)
|
||||||
Richard A. Grafmyre
|
3/15/2019
|
—
|
|
30,000
|
|
$
|
28.01
|
|
$
|
121,658
|
|
Brian L. Knepp
|
3/15/2019
|
—
|
|
24,000
|
|
28.01
|
|
97,326
|
|
||
Aron M. Carter
|
3/15/2019
|
—
|
|
7,500
|
|
28.01
|
|
30,414
|
|
||
Michelle M. Karas
|
3/15/2019
|
—
|
|
6,000
|
|
28.01
|
|
24,332
|
|
|
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards
|
||||||||||
Name
|
|
Threshold
($)
|
|
Target
($)
|
|
Maximum
($)
|
||||||
Richard A. Grafmyre
|
|
$
|
—
|
|
|
$
|
312,750
|
|
|
$
|
312,750
|
|
Brian L. Knepp
|
|
—
|
|
|
70,250
|
|
|
70,250
|
|
|||
Aron M. Carter
|
|
—
|
|
|
22,250
|
|
|
22,250
|
|
|||
Michelle M. Karas
|
|
—
|
|
|
22,250
|
|
|
22,250
|
|
Name
|
Number of Securities Underlying Unexercised Options (#) Exercisable
|
Number of Securities Underlying Unexercised Options (#) Unexercisable
|
Option Exercise Price ($)
|
Option Expiration Date
|
||||
Richard A. Grafmyre
|
—
|
|
15,000
|
|
$
|
29.47
|
|
3/23/2027
|
Richard A. Grafmyre
|
—
|
|
30,000
|
|
28.01
|
|
3/15/2029
|
|
Brian L. Knepp
|
—
|
|
11,250
|
|
29.47
|
|
3/23/2027
|
|
Brian L. Knepp
|
—
|
|
22,500
|
|
30.07
|
|
1/5/2028
|
|
Brian L. Knepp
|
—
|
|
23,550
|
|
30.67
|
|
8/24/2028
|
|
Brian L. Knepp
|
—
|
|
24,000
|
|
28.01
|
|
3/15/2029
|
|
Aron M. Carter
|
—
|
|
4,500
|
|
29.47
|
|
3/23/2027
|
|
Aron M. Carter
|
—
|
|
7,800
|
|
30.67
|
|
8/24/2028
|
|
Aron M. Carter
|
—
|
|
7,500
|
|
28.01
|
|
3/15/2029
|
|
Michelle M. Karas
|
—
|
|
4,500
|
|
29.47
|
|
3/23/2027
|
|
Michelle M. Karas
|
—
|
|
9,900
|
|
30.67
|
|
8/24/2028
|
|
Michelle M. Karas
|
—
|
|
6,000
|
|
28.01
|
|
3/15/2029
|
•
|
the annual total compensation of the Corporation's median employee (other than the Chief Executive Officer) was $41,025; and
|
•
|
the annual total compensation of the Corporation’s Chief Executive Officer, Richard A. Grafmyre, was $1,337,982.
|
•
|
All elements of the identified median employee’s compensation for 2019 were added, resulting in annual total compensation of $41,025.
|
•
|
The amount reported in the Total column of our 2019 Summary Compensation Table was used for the total annual compensation of the Chief Executive Officer.
|
|
|
|
|
|
|
|
|
Before Change in Control
|
|
After Change in Control
|
||||||||||||||||
|
|
|
|
Termination for
Death or Disability
|
|
Involuntary
Termination for
Cause
|
|
Involuntary
Termination
without Cause
|
|
Voluntary
Termination for
Good Reason
|
|
Involuntary
Termination
without Cause
|
|
Voluntary
Termination for
Good Reason
|
||||||||||||
Richard A. Grafmyre
|
|
Severance (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,962,493
|
|
|
$
|
—
|
|
|
$
|
1,921,667
|
|
|
$
|
1,921,667
|
|
|
|
Welfare continuation (2)
|
|
—
|
|
|
—
|
|
|
56,394
|
|
|
—
|
|
|
26,992
|
|
|
26,992
|
|
||||||
|
|
Value of Accelerated Stock Options
|
|
254,922
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254,922
|
|
|
254,922
|
|
||||||
|
|
Potential reduction in payout due to operation of Code Section 280G
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
254,922
|
|
|
$
|
—
|
|
|
$
|
3,018,887
|
|
|
$
|
—
|
|
|
$
|
2,203,581
|
|
|
$
|
2,203,581
|
|
Brian L. Knepp
|
|
Severance (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
196,745
|
|
|
$
|
—
|
|
|
$
|
454,778
|
|
|
$
|
454,778
|
|
|
|
Welfare continuation (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Value of Accelerated Stock Options
|
|
321,188
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
321,188
|
|
|
321,188
|
|
||||||
|
|
Potential reduction in payout due to operation of Code Section 280G
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
321,188
|
|
|
$
|
—
|
|
|
$
|
196,745
|
|
|
$
|
—
|
|
|
$
|
775,966
|
|
|
$
|
775,966
|
|
Aron M. Carter
|
|
Severance (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
122,966
|
|
|
$
|
—
|
|
|
$
|
272,594
|
|
|
$
|
272,594
|
|
|
|
Welfare continuation (2)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Value of Accelerated Stock Options
|
|
85,493
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85,493
|
|
|
85,493
|
|
||||||
|
|
Potential reduction in payout due to operation of Code Section 280G
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
85,493
|
|
|
$
|
—
|
|
|
$
|
122,966
|
|
|
$
|
—
|
|
|
$
|
358,087
|
|
|
$
|
358,087
|
|
Michelle M. Karas
|
|
Severance (1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
127,572
|
|
|
$
|
—
|
|
|
$
|
280,413
|
|
|
$
|
280,413
|
|
|
|
Welfare continuation (2)
|
|
—
|
|
|
—
|
|
|
6,902
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Value of Accelerated Stock Options
|
|
45,300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,300
|
|
|
45,300
|
|
||||||
|
|
Potential reduction in payout due to operation of Code Section 280G
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
|
|
Total
|
|
$
|
45,300
|
|
|
$
|
—
|
|
|
$
|
134,474
|
|
|
$
|
—
|
|
|
$
|
325,713
|
|
|
$
|
325,713
|
|
(1) For severance and welfare continuation payment calculation, and time and form of such payments, see "Employment and Change in Control Agreements." For Mr. Grafmyre, payments resulting from an involuntary termination without cause prior to a “change in control” illustrate continuation of his current base salary and welfare benefits through the remaining term of the contract (April 30, 2024; representing both full-time and reduced-time employment periods) and payments resulting from an involuntary termination without cause after a “change in control” illustrate a lump-sum cash payment equal to two times the sum of (i) his current base salary and (ii) the average of his last three annual bonuses.
|
|||||||
(2) Assumes no increase in the cost of welfare benefits.
|
|
|
|
|
|
|
|
|
Members of the Audit Committee
|
|
Daniel K. Brewer
|
|
Michael J. Casale, Jr.
|
|
William J. Edwards
|
|
James M. Furey, II
|
|
D. Michael Hawbaker
|
|
Leroy H. Keiler, III
|
|
Cameron W. Kephart
|
|
Joseph E. Kluger
|
|
Charles E. Kranich, II
|
|
Robert Q. Miller
|
|
John G. Nackley
|
|
R. Edward Nestlerode, Jr.
|
|
William H. Rockey
|
|
Jill Fortinsky Schwartz
|
|
Ronald A. Walko
|
Plan Effective Date:
|
Upon approval by the Corporation’s shareholders.
|
Plan Expiration Date:
|
No awards may be made after 10 years from the Effective Date.
|
Eligible Participants:
|
All employees and non-employee directors of the Corporation and its subsidiaries.
|
Shares Authorized:
|
750,000 (approximately 10% of outstanding shares on March 2, 2020). Shares authorized and awards under the Plan are subject to customary anti-dilution provisions.
|
Award Types:
|
The following types of awards may be issued under the Equity Incentive Plan:
•
incentive stock options with a term not longer than 10 years;
•
non-qualified stock options with a term not longer than 10 years and one month;
•
restricted stock;
•
restricted stock units; and
•
other equity-based awards.
|
Share Limits Per Person:
|
Awards covering no more than 100,000 shares may be issued to any single participant in any twelve-month period.
|
Aggregate Limit on Awards to Non-Employee Directors:
|
Awards covering a maximum of 150,000 shares may be issued to all Non-Employee Directors during the term of the Equity Incentive Plan.
|
Vesting:
|
Determined by the Committee, but with a minimum one-year vesting requirement.
|
Performance Criteria:
|
Determined by the Committee, but not mandatory.
|
Not Permitted:
|
The following are not permitted under the Equity Incentive Plan:
•
granting stock options at a price below fair market value;
•
repricing stock options;
•
increasing the annual per person share limit with respect to awards; or
•
increasing the aggregate limit for awards to non-employee directors.
|
•
|
Incentive Stock Options. Incentive stock options permit an optionee to purchase a fixed number of shares of Common Stock at a fixed exercise price over a specified time period. Incentive stock options must satisfy the requirements of Internal Revenue Code Section 422.
|
•
|
Nonqualified Stock Options. Nonqualified stock options permit an optionee to purchase a fixed number of shares of Common Stock at a fixed price over a specified time period. Nonqualified stock options are not required to satisfy the requirements of Code Section 422.
|
•
|
Restricted Stock. Awards of restricted stock involve grants of Common Stock to a participant that are subject to forfeiture unless and until the vesting conditions applicable to the award are satisfied. Subject to any restrictions set forth in an award agreement, holders of restricted stock awards are generally entitled to vote the shares underlying the award and are entitled to receive dividends on shares subject to an award, which dividend payments are released to the participant only when the shares subject to the award have vested. Upon vesting, certificates representing shares of restricted stock previously granted are released to the participant, together with cash (without interest) equal to dividends that were paid on such shares.
|
•
|
Restricted Stock Units. Awards of restricted stock units represent an unsecured promise by the Corporation to deliver shares of Common Stock if and when vesting conditions applicable to an award are satisfied. Holders or restricted stock units have no voting rights with respect to restricted stock units. Under the Plan, the Committee may, in its discretion, credit restricted stock units with cash and stock dividends paid on shares of Common Stock underlying the restricted stock unit. Upon vesting, the participant receives one share of Common Stock for each outstanding restricted stock unit and cash equal to dividend equivalents, if any, applicable to the restricted stock unit. At the discretion of the Committee and if provided in an award agreement, restricted stock units may be settled in cash or part cash and part Common Stock.
|
•
|
Other Equity-Based Awards. Other equity-based awards are awards, other than incentive stock options, non-qualified stock options, restricted stock, and restricted stock units, that are payable in shares of Common Stock or which are measured by the value of Common Stock. Other equity-based awards may be made either alone or in tandem with other awards. Other equity-based awards will be subject to such conditions, not inconsistent with the Plan, as the Committee shall determine in its sole discretion.
|
•
|
increases the maximum number of shares of Common Stock as to which awards may be granted under the Plan (except in the case of certain corporate reorganizations);
|
•
|
changes the class of eligible Participants; or
|
•
|
otherwise requires the approval of shareholders under applicable state law or under applicable federal law to avoid potential liability or adverse consequences to the Corporation or a participant.
|
•
|
Notice of the 2020 Annual Meeting of Shareholders;
|
•
|
2020 Proxy Statement;
|
•
|
Annual Report to Shareholders for the year ended December 31, 2019; and
|
•
|
Proxy Card.
|
Richard A. Grafmyre
|
|
Chief Executive Officer
|
|
|
|
Dated: March 23, 2020
|
|
|
|
VOTE BY INTERNET - www.investorvote.com/pwod.com
Use the Internet to transmit your voting instructions and for electronic delivery of information until 11:59 PM Eastern Time on April 27, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
|
|
VOTE BY PHONE - 1-800-652-8683
Use any touch-tone telephone to transmit your voting instructions until 11:59 PM Eastern Time on April 27, 2020. Have your proxy card in hand when you call and then follow the instructions.
|
|
|
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided.
|
PENNS WOODS BANCORP, INC.
|
||
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 28, 2020
|
||
Brian L. Knepp and Kimberly R. Yale, or either of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Penns Woods Bancorp, Inc. to be held on Tuesday, April 28, 2020 or at any postponement or adjournment thereof.
|
||
|
|
|
Shares represented by this proxy will be voted as directed on the reverse side hereof. If no such directions are indicated, shares represented hereby will be voted FOR the nominees identified in Proposal 1 (election of directors), FOR Proposal 2 (Penns Woods Bancorp, Inc. 2020 Equity Incentive Plan), FOR Proposal 3 (Penns Woods Bancorp, Inc. 2020 Non-Employee Director Compensation Plan), FOR Proposal 4 (advisory non-binding vote on the approval of executive compensation), and FOR Proposal 5 (ratification of appointment of independent public accounting firm).
|
||
|
|
|
In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.
|
||
|
|
|
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE CORPORATION.
|
||
(This proxy card continues and must be signed and dated on the reverse side.)
|
||
|
|
|