Sch14
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of
1934 (Amendment No. )
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Filed by the Registrant
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Filed by a
Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14-a6(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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Juniata Valley Financial Corp
(Name of Registrant as Specified in Its
Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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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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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
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Fee paid previously with preliminary materials.
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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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Sch14
notice

218 Bridge Street,
Post Office Box 66, Mifflintown, PA 17059 Telephone (717)
436-8211
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NOTICE OF VIRTUAL
ANNUAL MEETING OF SHAREHOLDERS
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Online meeting
only – no physical meeting location
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Date:
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May 19,
2020
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Time:
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10:30 a.m.
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Place:
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Online at
www.meetingcenter.io/281008309
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Due to the uncertainty
surrounding the novel Coronavirus outbreak, based on
recommendations from the Center for Disease Control regarding
“social distancing”, and to ensure the health of our shareholders,
employees and community, Juniata’s annual meeting will be held
virtually, online. There will be no physical location for
shareholders to attend the annual meeting. Shareholders may
participate in the meeting online by accessing the internet
at www.meetingcenter.io/281008309
and logging into the
annual meeting using the password JUVF2020
and the control number
that appears on your proxy card and the instructions that
accompanied your proxy materials.
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1.
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Election
of Directors:
Election of two Class C Directors to serve until the 2023 Annual
Meeting.
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2.
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Say on
Pay Proposal: A
non-binding “Say on Pay” proposal to approve the compensation of
the named executive officers.
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3.
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Other
Business: Any
other business properly brought before the shareholders at the
meeting and any adjournment or postponement thereof.
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You may vote your
shares of common stock at the Annual Meeting if you owned the
shares at the close of business on February 20, 2020, the
record date. Your vote at the Annual Meeting is very important to
us. Please vote your shares of common stock by one of the following
methods: (1) electronically using the Internet at
www.investorvote.com/JUVF; or (2) by phone using the phone
number 1-800-652-8683. You will need the control number
appearing on your proxy card to vote by either of these methods.
You may also vote by completing the enclosed proxy and returning it
to us in the enclosed prepaid envelope. Even if you submit a proxy,
you may still attend the virtual meeting and vote in person. The
proxy statement and enclosed proxy card was first mailed to
shareholders on or about April 7, 2020.
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BY ORDER OF THE BOARD
OF DIRECTORS
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JoAnn
McMinn
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Secretary
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Mifflintown,
Pennsylvania
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April 7,
2020
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This proxy statement contains
information about the 2020 Virtual Annual Meeting of
shareholders of Juniata Valley Financial Corp. We refer to Juniata
Valley Financial Corp. in this proxy statement as the “Company”,
“Juniata”, “we,” “our” or “us.” The Company
is the holding company for The Juniata Valley Bank, which we refer
to as the “Bank.” We first mailed this proxy statement and
the enclosed proxy card to shareholders on or about April 7,
2020.
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Date, Time and Place of
Meeting
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The Virtual Annual Meeting of the
shareholders of the Company will be held at 10:30 a.m. on
Tuesday, May 19, 2020. The meeting will be held
virtually, online – there will be no physical location at
which shareholders may attend the meeting. Shareholders
will be able to log into the virtual annual meeting platform
beginning at 10:15 a.m. on May 19, 2020 through the
following website: www.meetingcenter.io/281008309 (the “Annual
Meeting”). You will log onto the virtual annual meeting by entering
the password JUVF2020 and the control number found on your proxy
card or instructions accompanying your proxy materials in order to
log into the meeting. You may submit questions, either
before the meeting or during the meeting, using the online
platform. If you hold your shares through an
intermediary, such as a bank or broker, you must register in
advance to attend the Annual Meeting. You must submit proof of
your proxy power (legal proxy) reflecting your Company
shareholdings along with your name and email address to
Computershare. Requests for registration must be labeled
as “Legal Proxy” and be received no later than 5:00 p.m.,
Eastern Time, on May 14, 2020. You will receive a confirmation
of your registration by email after we receive your registration
request. Requests for registration should be directed to
us as follows:
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By email:
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Forward an email from your broker, or
send a legible image of your legal proxy, to
legalproxy@computershare.com.
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By mail:
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Computershare
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Company Legal Proxy
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P.O. Box 430001
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Providence, RI 02940-3001
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Registered shareholders (i.e.
shareholders who hold their shares through our transfer agent,
Computershare), do not need to register to attend the Virtual
Annual Meeting on the internet. Please follow the
instructions on the notice or proxy card that you
received.
The rules that will govern the
conduct of the virtual meeting are attached to this document
at Exhibit A.
The shareholders will be asked to
consider and vote upon the following matters at the
meeting:
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the election of two
Class C directors to serve until the 2023 Annual
Meeting;
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a non-binding “Say on
Pay” proposal to approve the compensation of the named executive
officers; and
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such other business as
may be properly brought before the meeting and any adjournment or
postponement thereof.
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The enclosed proxy is being solicited
by the Board of Directors of the Company (the “Board”) for use at
the Annual Meeting. The Company will bear the entire cost of the
solicitation of proxies, including the costs of preparing, printing
and mailing the proxy statement and all related materials. Copies
of solicitation material will be furnished to brokerage houses,
fiduciaries and custodians to forward to beneficial owners of stock
held in the names of such nominees. The Company will reimburse
brokers and other custodians, nominees and fiduciaries for their
reasonable out-of-pocket expenses for forwarding proxy and
solicitation materials to the owners of the Company’s common stock.
In addition to use of the mail, proxies may be solicited by
directors, officers and other employees of the Company, without
additional compensation, in person or by telephone. The Company
does not plan to employ a professional solicitation firm with
respect to items to be presented at the Annual Meeting.
The executive offices of the Company
are located at 218 Bridge Street, Mifflintown, Pennsylvania 17059,
where the telephone number is (855) 582-5101. The Company’s mailing
address is P.O. Box 66, Mifflintown,
PA 17059.
Only holders of shares of common
stock, par value $1.00 per share, of the Company (the “common
stock”) as shown on the books of the Company at the close of
business on February 20, 2020 (the “Record Date”) will
be entitled to vote at the Annual Meeting. A total of
5,109,259 shares of common stock were outstanding on the
Record Date and entitled to vote at the Annual Meeting. As of the
Record Date, the Trust Department of the Bank, as sole trustee,
held 20,555 shares of the Company’s common
stock, which is 0.40% of the total
number of shares outstanding as of that date. Pursuant to the
Bank’s policy, the Trust Department will vote these shares at the
Annual Meeting in favor of each nominee for director named in this
proxy statement, in favor of the non-binding “Say on Pay” proposal
to approve the compensation of the named executive officers (“Say
on Pay”) and, as to other matters, in a manner consistent with
management’s recommendations, as long as voting authority is
conferred on the Trust Department in the trust or account
instrument. Each share of common stock entitles the holder to one
vote on all matters to be voted upon. The enclosed proxy card shows
the number of shares you may vote. The presence, virtually (by
logging into the meeting) or by proxy, of the holders of a majority
of the shares of common stock outstanding and entitled to vote is
required to constitute a quorum for the transaction of business at
the Annual Meeting.
The directors will be elected by a
plurality of the votes cast at a meeting at which a quorum is
present. Because two directors are being elected at the 2020 Annual
Meeting, the two nominees receiving the greatest number of votes
will be elected. Approval of the Say on Pay proposal
requires the number of votes cast in favor of the proposal to
exceed the number of votes cast against it. All other matters to be
voted on at the Annual Meeting must be approved by the holders of a
majority of the votes cast at the Annual Meeting.
The judge of election will treat
shares of Juniata Valley Financial Corp. common stock represented
by a proxy that is signed and returned by any permitted method
(i.e. online, telephone or by mail) as present at the Annual
Meeting for purposes of determining a quorum, without regard to
whether the proxy is marked as casting a vote or abstaining.
Likewise, the judge of election will treat shares of common stock
represented by “broker non-votes” (i.e., shares of common stock
held in record name by brokers or nominees as to which
(i) instructions have not been received from the beneficial
owners or persons entitled to vote, (ii) the broker or nominee
does not have discretionary voting power under applicable rules of
the National Association of Securities Dealers, Inc. or the
instrument under which it serves in such capacity, or
(iii) the record holder has indicated on the proxy or
otherwise notified Juniata Valley Financial Corp. that the record
holder does not have authority to vote such shares on that matter)
as present for purposes of determining a quorum if such shares have
been voted at the meeting on any matter, other than a procedural
motion. Abstentions and broker non-votes are not votes cast and
will have no effect on the election of directors or approval of the
Say on Pay proposal.
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Can I change my vote after I have
already voted?
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If you grant a proxy, whether online,
by telephone or by returning your proxy card by mail, you may
revoke your proxy at any time until it is voted by:
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delivering a written
notice of revocation or submitting a later-dated proxy through any
permitted means so long as such notice or later date proxy is
received prior to the vote: if done by mail, such notice or later
dated proxy should be sent to JoAnn McMinn, Secretary, Juniata
Valley Financial Corp., 218 Bridge Street, P.O. Box 66,
Mifflintown, Pennsylvania 17059; or
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logging into the Annual
Meeting and voting through the online platform.
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Your last vote is the vote that will
be counted. Unless revoked, any proxy given pursuant to this
solicitation will be voted at the meeting in accordance with the
instructions thereon. In the absence of instructions, all proxies
will be voted FOR the election of the two nominees for director
identified in this Proxy Statement and FOR the approval of the Say
on Pay proposal. Although the Board of Directors knows of no other
business to be presented, in the event that any other matters are
properly brought before the meeting, any proxy given pursuant to
this solicitation will be voted in accordance with the
recommendations of the Board of Directors of the
Company.
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Can I vote during my attendance at
the Annual Meeting?
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Yes. You may log onto the Annual
Meeting and cast a vote through the internet meeting platform
during the meeting, whether or not you have previously voted. If
you have previously voted, your vote during the Annual Meeting
before the chair of the meeting announces that the polls are closed
will revoke your proxy vote. However, we encourage you to submit
your proxy in advance of the Annual Meeting through one of the
permitted means to ensure that your vote is counted:
(1) electronically using the Internet at
www.investorvote.com/JUVF; or (2) by phone using the phone
number 1-800-652-8683. You will need the control number
appearing on your proxy card to vote by either of these methods.
You may also vote by completing the enclosed proxy and returning it
to us in the enclosed prepaid envelope. Using the
Internet or your phone to submit a proxy is quick and easy, and we
encourage your use of one of those two
methods. Instructions to submit your proxy by internet
or phone is contained on your proxy card.
With respect to directors, the
Company’s bylaws provide that:
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the Board of Directors
consists of not less than five nor more than
25 directors;
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there are three classes
of directors (A, B and C), as nearly equal in number as
possible;
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each class is elected
for a term of three years; and
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the term of each class
is staggered so that the term of office of one class of directors
will expire each year.
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During 2019, the Board of Directors
consisted of eight directors.
The process for identifying and
evaluating any individual nominated for board membership, including
those nominated by a shareholder, is described in the “Nominating
Committee” section below. Specific information on the experience,
qualifications, attributes or skills of the Company’s continuing
directors and nominees is described in the summary biographies
below.
The Company follows the NASDAQ
listing standards for determining the independence of directors and
committee members. The Board of Directors determined that seven (7)
of the current eight (8) directors are independent, as defined in
the applicable NASDAQ listing standards. Specifically, the Board of
Directors found that Directors Buffington, Dreibelbis, Gingerich,
Havice, Kelsey, Scanlon and Wagner met the definition of
independent director in the NASDAQ listing standards and that each
of these directors is free of any relationships that would
interfere with his individual exercise of independent judgment. In
addition, members of the Audit Committee and Personnel and
Compensation Committee of the Board of Directors meet the more
stringent requirements for independence under the NASDAQ listing
standards, and the rules and regulations of the SEC for service on
these committees. The Board of Directors considered the
relationships and other arrangements, if any, of each director with
the Company when independence was reviewed.
The biographical information,
experience and qualifications set forth below represent each
continuing director’s or nominee’s background, experience,
qualifications, attributes or skills that led the Company to
conclude that these persons should serve as directors.
The Nominating Committee has
nominated the two persons named below as directors. Although we do
not know of any reason why any of these nominees might not be able
to serve, we may propose a substitute nominee if any nominee is not
available for election. Unless you indicate otherwise, your proxy
will be voted in favor of the election of those nominees. Each
nominee for the position of Class C Director is currently a
director of the Company and the Bank, and has been determined to be
independent, and noted above.
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Nominees for Election
as Directors to Continue in Office until the 2023 Annual Meeting
(Class C)
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Philip E.
Gingerich, Jr. Mr. Gingerich, age 61, has been the
President of Central Insurers Group, Inc., an insurance agency
based in State College, Pennsylvania, since 1994 and owner of East
Side Storage, a mini-storage warehouse company based in Lewistown,
Pennsylvania, since 2001. He also is a partner in Central Real
Estate Partnership. Mr. Gingerich holds a Bachelor of Science
degree from the Pennsylvania State University. Formerly, he has
been Chairman of the Boards of Lewistown Trust Company and the
NuVision Center. He has been a director of the Company and the Bank
since 1998 and is the current Vice Chairman of the Board. He had
served as Chairman previously from 2010 to 2013. He serves as
Chairman of the Asset/Liability Management Committee as well as the
Personnel and Compensation Committee, and is a member of the
Strategic Planning, Loan and Nominating Committees.
As the owner and president of
successful businesses, Mr. Gingerich brings valuable knowledge
and experience in risk assessment and financial operations. His
long tenure as a board member, with experience serving on each of
the key committees that are essential to the oversight of the
board, has qualified him to serve as the current Vice Chairman of
the Board. His experience as an employer gives him broad knowledge
of employment issues and compensation matters, and qualifies
him to serve on the Company’s Personnel and Compensation Committee.
The Board has determined that Mr. Gingerich is independent
under NASDAQ and SEC standards.
Gary E.
Kelsey. Mr. Kelsey,
age 57, is a lifetime resident of Potter County, where he held the
elected position of Potter County Register of Wills and Recorder of
Deeds from January 4, 1988 thru January 1, 2020.
Mr. Kelsey recently retired after serving over 32 years
of public service. He also was the co-owner, President and CEO of
Appalachian Basin Land Resources LLC, an abstract title company
operating in the northern Pennsylvania region. Mr. Kelsey has
a criminal justice degree and studied at Jamestown Community
College and Mansfield University. He resides in Coudersport,
Pennsylvania. Mr. Kelsey was a director of FNBPA Bancorp, Inc.
from 1996 until November 30, 2015, when FNBPA was acquired by
the Company, and was elected to our Board of Directors.
Mr. Kelsey’s combined
24 year tenure as a director at FNBPA and Juniata makes him a
valuable member of our board. He possesses valuable institutional
knowledge as to FNBPA and an understanding of the banking industry.
His long-time residency and community involvement in our Northern
Tier region provide insight as we identify business opportunities
and challenges in the area. While serving as an FNBPA director,
Gary was a member of the Compensation, Trust, Audit and Business
Relations committees. Mr. Kelsey currently serves on the Loan,
Trust and Strategic Planning Committees for the Company. The Board
has determined that Mr. Kelsey is independent under NASDAQ and
SEC standards.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR
ELECTION OF THE TWO NOMINEES IDENTIFIED ABOVE.
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Directors to Continue in Office until
the 2021 Annual Meeting (Class A)
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Martin L.
Dreibelbis.
Mr. Dreibelbis, age 66, has been a member of the Board
of the Company and the Bank since 1998 and served as Chairman of
the Board from 2001 to 2004 and from 2007 to 2010. He had been a
self-employed consultant to the petroleum industry since 1992 and,
prior to that, he was President of Horning Oil Company.
Mr. Dreibelbis also serves as a Supervisor for Walker
Township, Juniata County, PA. Mr. Dreibelbis provides the
Company’s Board of Directors with the benefit of knowledge gained
from his business experiences as well as his community involvement.
His affiliation with local business leaders, community activities
and charitable organizations give him a well-rounded view of our
local market. During his long-term membership of the Company’s
Board of Directors, he has gained extensive knowledge of the
financial services industry and its corporate governance
requirements, which contributes to his qualification as an
effective member of the Board, where he serves as Chairman of the
Nominating and Strategic Planning Committees. Further, he is
currently a member of the Personnel and Compensation Committee as
well as the Loan Committee. The Board has determined that
Mr. Dreibelbis is independent under NASDAQ and SEC
standards.
Richard M. Scanlon,
DMD. Dr. Scanlon,
age 71, owned and operated his own dentistry practice, based in
Lewistown, Pennsylvania, from 1979 until 2016 when he retired from
his practice and is now a dental consultant to the Central PA
Institute of Science and Technology. He received a Bachelor of
Science degree and his DMD Dental degree from the University of
Pittsburgh. He is a Fellow of the American Academy of Forensic
Sciences. He holds a position with the University of North Texas as
a Regional Forensic Odontologist for NamUs, a federal database for
missing and unidentified persons. He has served as President of the
Lewistown Hospital Medical Staff for two years, been a member of
the Board of Directors of Lewistown Hospital for twelve years and a
board member of the non-profit Mifflin-Juniata County Dental
Clinic. For six years, he served as member and Chairman of the
Lewistown Hospital Credential Committee. He has been a director of
the Company and the Bank since 1998 and serves on the Audit and
Loan Committees and is Chairman of the Trust Committee.
Dr. Scanlon’s professional
background and history of community service provide a level of
diversity to the Board, as the focus of his business is as a
service provider. His perspective in the areas of customer and
shareholder satisfaction relative to how each relates to
organizational growth adds to his qualifications as a director. The
Board has determined that Dr. Scanlon is independent under
NASDAQ and SEC standards.
Michael A.
Buffington.
Mr. Buffington, age 45, is the founder and President of
Buffington Property Management LLC, MAT Plaza LLC, Monument Square
Center LLC and MAB Holdings LLC, a group of companies that own and
manage commercial and residential properties in central
Pennsylvania. He is also the founder and President of One-Stop
Communications in Lewistown, PA, a retail provider of personal and
business communication products and services. He serves on several
community organizations in Mifflin County, including Downtown
Lewistown Inc., the Juniata River Valley Chamber of Commerce and
the Community Advisory Board of Geisinger-Lewistown
Hospital.
Mr. Buffington’s history of
involvement in business and community development efforts within
Juniata’s market area as well as his affiliation with local
business leaders allows him to provide a broad view of
business-owners’ financial needs to the Board and assess risk
during changing business environments. Mr. Buffington has been
a director of the Company and the Bank since March 2017 and serves
on the Nominating, Personnel/Compensation, Trust, and Loan
Committees.
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Directors to Continue in Office until
the 2022 Annual Meeting (Class B)
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Marcie A.
Barber. Ms. Barber,
age 61, has been the Chief Executive Officer and director of the
Bank and the Company since 2010. She had been Senior
Vice President and Chief Operating Officer of the Bank since June
2007. She was Senior Vice President and Community Office Division
Manager since November 2006. Prior to joining the Company,
Ms. Barber was Senior
Vice President of the First National
Bank of Mifflintown, serving as Credit Services Division Manager
for 8 years. Prior to her tenure with First National Bank of
Mifflintown, Ms. Barber spent 16 years with Mellon Bank
in Retail Bank Management and Commercial Lending.
Ms. Barber’s various management
roles within a number of banks during her 34 years of service,
including the 9 years she has served in an executive capacity
of the Company, give her a broad understanding of the financial
services industry, the Company’s operations, corporate governance
matters and leadership experience, thereby qualifying her to serve
on the Board of Directors. Ms. Barber has served as a board
member of the Federal Reserve Bank of Philadelphia’s Community
Depository Institution Advisory Council and of PA Bankers Service
Corp. and served as a director of PA Bankers Association. She was
an active board member of Downtown Lewistown, Inc. and currently
serves on the board of the Mifflin County Industrial Development
Corporation.
Timothy I.
Havice. Mr. Havice,
age 72, has been the owner and principal of T. I. Havice
Development, a development company based in Lewistown,
Pennsylvania, since 1975. He has been a director of the Bank and
the Company since 1998 and is currently Chairman of the Board. He
had served as Chairman previously from 2004 to 2007.
Mr. Havice also served on the Board of Directors of Liverpool
Community Bank, a bank in which Juniata owned 39.16% of the
outstanding common stock, until acquisition of 100% of Liverpool by
the Company on April 30, 2018. He formerly held the position
of Chairman of the Board of Directors of Mutual Benefit Insurance
Company where he served on the Audit and Compensation Committees.
Mr. Havice is a past member of an advisory board for Mellon
Bank, director of Lewistown Trust Company (a predecessor to Juniata
Valley Financial Corp.) and director of Select Risk Insurance
Company. Mr. Havice serves on the Nominating, Audit, Strategic
Planning, Asset Liability Management, Loan and Personnel and
Compensation Committees of the Company.
As a result of numerous years as a
successful entrepreneur in a variety of business ventures,
Mr. Havice provides the Company’s Board of Directors with a
businessperson’s perspective of what is required for a business to
be successful. His experience as director of other companies gives
him insight into the importance and structure of corporate
governance and risk assessment. In his capacity as Director of
Mutual Benefit Insurance Company, he has gained valuable experience
in executive compensation issues. The Board has determined that
Mr. Havice is independent under NASDAQ and SEC
standards.
Bradley J.
Wagner. Mr. Wagner,
age 46 earned a Bachelor of Science degree in Accounting from
Messiah College in 1995, and was employed as a CPA for Arthur
Andersen, LLP from 1995 through 1999. He is part owner of Hoober
Feeds LLC, located in Gordonville, PA, and President of Hegins Feed
and Supply, Inc. located in Hegins, PA These companies specialize
in dairy service and nutrition and are manufacturers and retailers
of livestock feed. Hoober Feeds LLC has a significant client base
in southeast Pennsylvania, as well as in Franklin County,
Susquehanna County and Chester County. Additionally, Hoober Feeds
LLC provides dairy service and consulting in New York, New Jersey
and Maryland. In May 2019 Mr. Wagner sold a minority ownership
interest in Hoober Feeds LLC to The Wenger Group,
Inc. In addition, L&K Feed Mill, which was
previously owned by Mr. Wagner, was sold to The Wenger Group,
Inc. in May 2019. At that time, Mr. Wagner was named COO and
Vice President of Manufacturing of Wenger Feeds,
LLC. His duties entail oversight of feed production at
all Wenger Feeds mills as well as continued oversight of feed
production at Hoober Feeds LLC. Wenger Feeds, LLC is a
regional feed mill that has 9 feed mills and a soybean processing
plant. Mr. Wagner has served as a board member and treasurer
of Penn Ag Association and Penn Ag Industries. Penn Ag is a trade
association representing the Pennsylvania agricultural industry. He
currently serves as a member of the Board of Directors of Mutual
Benefit Insurance Company. He also has served as chairman of the
board of his church and has previously led the Stewardship
Committee, whose responsibilities include budget preparation and
monitoring, fund raising and compliance with non-profit
regulations.
Mr. Wagner was first elected to
the Board in June of 2014. With a background as a Certified Public
Accountant who has audited SEC reporting bank holding companies and
with financial and business expertise and experience in the
agricultural arena, he brings a unique and valuable perspective to
the Company’s Board of Directors. The Board has determined that he
is independent under NASDAQ and SEC standards. The board has
further determined that he meets both the NASDAQ and SEC
requirements to be designated as a “financial expert” for the
Company, and accordingly serves as Chairman of the Audit Committee.
In addition, Mr. Wagner serves on the Asset Liability
Management and Loan Committees.
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Executive Officers of the
Company
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In addition to Ms. Barber, the
following individual serves as an executive officer of the
Company. The executive officers will hold office until
their successors are appointed.
JoAnn N.
McMinn. Ms. McMinn,
age 67, is the Executive Vice President of the Company, and has
been Treasurer and Chief Financial Officer of the Company since
2005 and Secretary to the Board of Directors since 2017.
Ms. McMinn’s experience in banking exceeds 40 years. She
had served as Corporate Controller and Director of Investor
Relations for Omega Financial Corporation (diversified financial
services) since 2003; she had served as Corporate Controller of
that organization since 1988. Her responsibilities included
preparation and coordination of annual reports to shareholders and
Securities and Exchange Commission (“SEC”) filings, management of
bank and holding company accounting division, regulatory reporting
and serving as director of non-bank subsidiaries. She formerly held
positions as Data Processing Manager, Productivity Manager and
Controller at one of
Omega’s predecessor companies.
Ms. McMinn served on the Board of Directors of Liverpool
Community Bank (“LCB”), a bank in which Juniata owned 39.16% of the
outstanding common stock until April 30, 2018, when 100% of
LCB was acquired by the Company. Ms. McMinn previously served
on the Federal Home Loan Bank of Pittsburgh’s Member Advisory
Board.
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Corporate
Governance and Board Matters
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Shareholder Communications with the
Board
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The Board has established a procedure
whereby shareholders are able to communicate directly with the
Board by addressing communications either to the Audit Committee
Chair or, in the case of recommendations for Board candidates, the
Secretary, c/o Juniata Valley Financial Corporation, 218 Bridge
Street, Post Office Box 66, Mifflintown, Pennsylvania
17059. Every communication directed to the Audit
Committee Chair will be delivered directly to the Audit Committee
Chair, who will in turn forward the communication to the specific
member of the Board to whom it has been addressed and to the Board
as a whole. All communications regarding nominations that are sent
to the Secretary will be forwarded to the Chair of the Nominating
Committee.
Oversight of material risks facing
the Company is a major area of emphasis for the Board of Directors.
The Board, upon recommendations from appropriate committees,
annually approves all operating policies. The Audit Committee
reviews results of all regulatory examinations and audits, both
internal and external, and monitors responses from management to
recommendations for procedural changes. All members of the Audit,
Nominating and Personnel and Compensation Committees are
independent directors and meet regularly with management. Each
committee requires proof of adherence to all applicable policies
which they oversee. The Loan Committee is comprised entirely of
directors who rotate attendance at weekly meetings with management.
The Board is informed routinely of new regulations, current issues
of importance, key examination points, industry news and peer and
competition activity by management at monthly Board meetings and
periodic committee meetings.
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Board Leadership Structure
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It is the policy of the Company to
separate its Chairman and Chief Executive Officer positions. We
believe that having an independent Chairman increases the
effectiveness of risk oversight and management evaluation, and
separate positions serve to eliminate the appearance of a conflict
between personal and shareholders’ interests. For example, if one
individual serves as both Chairman and Chief Executive Officer, and
that person is responsible for setting corporate goals, that
situation could create the appearance of a conflict of interest. In
his or her role as Chairman, the individual would have an interest
in setting higher benchmarks in order to motivate corporate
officers to improve the performance of the Company and thereby
increase the shareholders’ return on their investment. On the other
hand, in his or her role as Chief Executive Officer, that
individual could arguably have an interest in setting a lower
benchmark since the attainment of corporate goals is a factor in
evaluating the performance of the Chief Executive Officer.
Separating the positions of Chairman and Chief Executive Officer
eliminates issues such as these.
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Related Party Transactions
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During 2019, the Bank had, and
expects to continue to have, banking transactions in the ordinary
course of business with our directors and executive officers on the
same terms, including interest rates and collateral on loans, as
those prevailing at the time for comparable loans with persons not
related to the Bank. Management believes that these loans present
no more than the normal risk of collectability and do not present
other unfavorable features. The Company’s Code of Conduct and
Ethics (the “Code”) requires all directors, officers and employees
to avoid situations that may create a conflict of interest or the
appearance of a conflict of interest. The Code contains specific
prohibitions on financial or other interests in customers,
borrowers, suppliers or other companies dealing with the Company
and requires prior approval by the Senior Vice President/Human
Resources Director in order to enter into any such arrangements. In
addition, the purchase, lease or sale of assets to or from the
Company by employees or directors also requires the prior approval
of the Senior Vice President/Human Resources Director except in
certain limited circumstances, such as a public sale.
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Board and Committee Meeting
Attendance
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The Board of Directors of the Company
met 12 times in 2019. No director attended fewer than 75% of
the total number of meetings of the Board and the committee(s) on
which he or she served. The Board has standing Audit, Nominating
and Compensation Committees, in addition to other committees that
are more specifically related to the banking business. The Board
has adopted a policy requiring the attendance of all directors at
the Annual Meeting, absent extenuating circumstances. All members
of the Board attended the 2019 Annual Meeting.
Following are descriptions of these
Committees and a report from the Audit Committee.
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Members, Number of Meetings,
Function, Charter and Audit Committee Financial Expert
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The members of the Audit Committee
are Bradley Wagner (Chairman), Philip Gingerich, Jr., Timothy
Havice and Richard Scanlon. Each member is an independent director
and qualified to serve on the Audit Committee based on the
heightened qualifications for enhanced independence and financial
literacy established by NASDAQ and applicable SEC regulations. The
Board of Directors has determined that Bradley Wagner meets the SEC
requirements to qualify as a financial expert. The Audit Committee
met four times in 2019. Its responsibilities include monitoring the
integrity of the Company’s financial reporting process and systems
of internal controls regarding finance, accounting and regulatory
compliance, monitoring the independence and performance of the
Company’s independent registered public accountants and internal
auditing department and providing an avenue of communication among
the independent registered public accountants, management, the
internal auditing department and the Board of Directors. The
Committee, along with the Board of Directors, has formally adopted
an Audit Committee charter setting forth its responsibilities. The
charter is available on the Company’s website, at jvbonline.com,
under the Investor Relations tab.
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Report of the Audit
Committee
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Management has the primary
responsibility for the financial statements and the reporting
process, including the Company’s systems of internal controls. In
fulfilling its oversight responsibilities, the Committee reviewed
and discussed the audited financial statements in the Annual Report
on Form 10-K with management, including a discussion of not
just the acceptability, but also the quality, of the accounting
principles, the reasonableness of significant judgments and the
clarity of disclosure in the financial statements.
The Committee reviewed with the
Company’s independent registered public accountants, who are
responsible for expressing an opinion on the Company’s financial
statements, the Auditor’s judgments as to both the acceptability
and the quality of the Company’s accounting principles and such
other matters as are required to be discussed with the independent
registered public accountants in accordance with the Standards of
the Public Company Accounting Oversight Board (United States). In
addition, the Committee has discussed with the independent
registered public accountants the matters required to be discussed
by the applicable requirements of the Public Company Accounting
Oversight Board and the Securities and Exchange Commission. We have
also received from Crowe LLP, the Company’s independent
registered public accountants, written disclosures and a letter
concerning the firm’s independence with respect to the Company, as
required by the Public Company Accounting Oversight Board Ethics
and Rule 3526, (Communication with Audit Committees Concerning
Independence) and has discussed with Crowe LLP, the independent
auditors’ independence.
The Committee discussed with both the
Company’s internal and independent registered public accountants
the overall scope and plans for their respective audits. The
Committee meets with the internal and independent registered public
accountants, with and without management present, to discuss the
results of their examinations, their evaluations of the Company’s
internal controls and the overall quality of the Company’s
financial reporting.
In reliance on the reviews and
discussions referred to above, the Committee recommended to the
Board of Directors (and the Board has approved) that the audited
financial statements be included in the Annual Report on
Form 10-K for the year ended December 31, 2019 for filing
with the Securities and Exchange Commission.
By: Bradley Wagner, Chairman, Philip
Gingerich, Jr., Timothy Havice and Richard Scanlon
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Members, Meetings, Function and
Charter
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The members of the Nominating
Committee are Martin Dreibelbis (Chairman), Philip Gingerich, Jr.,
Michael Buffington and Timothy Havice. Each member is an
independent director, meeting the qualifications for independence
established by NASDAQ. The function of the Committee is to identify
and recommend qualified candidates for election to the Board of
Directors and to nominate candidates to fill vacancies that occur
between shareholder meetings. A current copy of the Committee’s
charter is posted on the Company’s website at jvbonline.com, under
the Investor Relations tab. The Nominating Committee met once in
2019. The Committee considers potential candidate skill sets and
background, current board skill sets and backgrounds, diversity of
the Board and the ability of a person to devote the necessary time
to serve as a Director when assessing a candidate’s qualifications.
Candidates for director are selected for their character, judgment,
business experience, expertise and acumen. The Company’s Bylaws
state that no person shall be eligible to be elected as a Director
if he or she shall have attained the age of seventy-five years on
or prior to the date of his or her election.
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Process for Identifying and
Evaluating Nominees for Director
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The Committee utilizes current Board
members, management and other appropriate sources to identify
potential nominees. The Committee conducts any appropriate and
necessary inquiries into the backgrounds and qualifications of
possible candidates after considering the function and needs of the
Board of Directors, and recommends nominees for approval by the
Board of Directors and shareholders. In nominating candidates, the
Committee may take into consideration such factors as it deems
appropriate, including personal qualities and characteristics,
experience, accomplishments and reputation in the
business
community and current knowledge and
contacts in the communities in which the Company does business. The
Company does not have a separate written policy on how diversity is
to be considered in the director nominating process, however
diversities in viewpoints, backgrounds, and experience are
informally considered, as well as ability and willingness to commit
adequate time to Board and committee matters. The Committee
assesses the fit of the individual’s skills and personality with
those of other directors and potential directors in creating a
Board that is effective and responsive to its duties and
responsibilities and has the right composition to perform its
oversight functions effectively.
The Nominating Committee will receive
and consider nominee recommendations that shareholders address to
the Secretary of the Company at the address listed on the first
page of this proxy statement. If a shareholder wishes to nominate
candidates for election at the Annual Meeting, the shareholder must
comply with the procedures contained in the Company’s bylaws, which
include a requirement that the shareholder deliver or mail a notice
to the Secretary of the Company not less than 120 days prior
to the anniversary date of the immediately preceding Annual Meeting
stating his or her name, residence address and the number of shares
of the Company owned. The notice must also contain the following
information on each proposed nominee:
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The name, address and
age of the nominee;
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The principal
occupation of the nominee;
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The number of shares of
the Company common stock owned by the nominee; and
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The total number of
shares that, to the shareholder’s knowledge, will be voted for the
nominee.
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The same process is used to evaluate
both Board nominees and shareholder nominees. The Chairman of the
meeting will disregard any nomination made at the Annual Meeting
that does not comply with the required procedure, and the judges of
election will disregard any votes cast for such
nominees.
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Personnel and
Compensation Committee
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The Personnel and Compensation
Committee makes recommendations to the Board regarding executive
compensation. The committee, along with the Board of Directors, has
formally adopted a Personnel and Compensation Committee charter
setting forth its responsibilities. The charter is available on the
Company’s website, at jvbonline.com, under the Investor Relations
tab. Members are Philip Gingerich, Jr. (Chairman), Martin
Dreibelbis, Timothy Havice, and Michael Buffington. Each member of
the Personnel and Compensation Committee was independent, and
continues to be independent, based on the heightened requirements
for independence established by NASDAQ and the SEC. The Personnel
and Compensation Committee meets as often as is necessary but must
meet at least three times each year. The Committee met five times
in 2019. None of the members of the Personnel and Compensation
Committee has been an officer or employee of the Company or the
Bank at any time.
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Role of the Personnel
and Compensation Committee
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The Personnel and Compensation
Committee is established to provide oversight of the Company’s
human resource function and to make recommendations to the Board of
Directors as deemed appropriate. The Committee is responsible for
development of all proposals regarding executive compensation and
for review of all active plans involving short or long-term
compensation. The Committee does not have final authority on
compensation proposals but must approve all compensation-related
proposals (including all plan revisions) before those proposals are
presented to the Board for final approval. Some of the specific
responsibilities of the Committee include the following:
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Establishing an
executive compensation philosophy and strategy and compensation
program design and implementation;
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Determining executive
benefit packages to ensure a competitive compensation and benefits
package;
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Updating provisions
within the Company’s incentive plan(s) for goal setting and
determination as to whether targets have been met;
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Approving stock-based
compensation awards under the Company’s Long-Term Incentive
Plan;
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Participating in the
executive selection process;
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Reviewing and approving
investment strategy and options for the Company’s defined
contribution (401(k)) plan;
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Considering
discretionary annual performance and bonus payouts;
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Maintaining a current
management succession plan;
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Engaging and directing
a human resources consultant, if needed;
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Maintaining a current
and effective Personnel and Compensation Committee
Charter;
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Reviewing and approving
the Director and Advisory Board fee schedules; and
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Approving a human
resource policy which governs employment practices, general and
executive compensation and benefits, performance management,
policies and procedures, legal compliance and workforce
planning.
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Committee
Advisors/Consultants
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In 2019, the Committee continued to
engage Mosteller & Associates, a human resource consulting
firm, to provide analysis and advice on executive
compensation-related matters (including assessment of peer groups,
competitive market data, and pay mix and compensation design). The
Committee considered the independence of Mosteller &
Associates in light of SEC rules and NASDAQ listing standards. The
Committee concluded that the work performed by Mosteller &
Associates did not raise any conflict of interest and concluded
that Mosteller & Associates continues to be an independent
committee consultant. The Company does not have a policy that
limits the other services that an executive compensation consultant
can perform. Mosteller & Associates did not provide
additional services in 2019 with associated fees in excess of the
$120,000 SEC disclosure threshold for a consultant. During 2019,
the Committee requested Mosteller & Associates to
provide:
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Advice for the
establishment of performance criteria and factors for Employee
Annual Incentive Plan (“EAIP”) for 2019;
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Executive compensation
review of the positions of Chief Executive Officer and Chief
Financial Officer. The scope of the review included a proxy
statement analysis completed in April of 2019 (based upon proxy
statements filed for 2018). The analysis encompassed reported
compensation of the similarly ranked executive positions in a
defined peer group that included banks of similar size and
structure; and
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Advice for the
establishment of market range guidelines for determination of
appropriate executive stock awards.
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In addition, as part of the
benchmarking process, data from two published surveys was used to
provide a broader view of compensation practices. The market study
provides for comparison of annual base rates of pay and bonus
payouts on a position-by-position basis.
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Philosophy/Objectives of Executive Compensation
Programs
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The success of our Company is
dependent upon the attraction and retention of key employees.
Although compensation tools and programs inevitably must be
adjusted as conditions change, the Company’s compensation
philosophies are designed to align with business objectives. The
Company provides its executives with a mix of compensation,
including base pay and the opportunity for annual short-term
incentive cash awards and long-term equity awards, which is
designed to reward short and long-term positive financial
performance by the Company.
We believe a competitive base salary
is important to attract and retain qualified executives. We believe
annual performance-based bonuses are valuable in recognizing and
rewarding individual achievement. Finally, we believe equity-based
compensation makes executives “think like owners” and, therefore,
aligns their interests with those of our shareholders. Equity-based
compensation is intended to provide a strong incentive for
executives to remain with the Company by linking their compensation
to the value of our shares over time.
All components of executive
compensation are designed to enable the Company to:
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attract, motivate and
retain results-oriented executive and key management
employees;
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tie executive
compensation to shareholder return;
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link compensation
directly to the organization’s strategic objectives; and
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reward collective and
individual (as appropriate) performance contributing to the overall
success of the organization.
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For both the short-term and long-term
incentive plans, designated performance goals:
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are designed to align
with the Company’s business objectives;
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are chosen to reward
results that increase shareholder value;
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are targeted to achieve
budgeted ratios;
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focus on expanding the
Company into new geographic markets; and
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include a focus on
organizational efficiency.
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Additionally, the Company offers
retirement benefits to all its employees through a defined
contribution 401(k) plan with a 3% employer safe harbor
contribution and an employer matching contribution. The matching
contribution is designed so that all
employees could receive employer
contributions of up to an additional 4% of salary, based on
individual salary deferral levels. We believe that this benefit is
attractive to both executives and other employees. In addition,
executive officers participate in a salary continuation plan and a
split-dollar life insurance benefit and are parties to a change of
control severance agreement. These benefits were designed and
selected to be appealing to potential and existing key employees,
in comparison to those benefits offered by other banks in our
general competitive geographic area.
In determining the amount of each
element of executive compensation, the following key items are
considered:
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market-competitiveness
within the general geographic area;
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appropriate balance of
risk/reward; and
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company/business
unit/individual performance.
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The Committee believes that the
Company’s compensation policies and practices are not reasonably
likely to have a material adverse effect on the Company. Internal
controls and risk oversight provided by the Audit and
Asset/Liability Management Committees, as well as internal policies
and compliance standards, are designed so that no one individual
can implement new products or pricing strategies, enter into
material contracts or commit to investment vehicles outside
established guidelines. Additionally, the ratio of variable
incentive-based compensation to base salary is relatively
low.
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Elements of Executive
Compensation
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Executive pay policies are generally
in line with Company policies for all employees, including the
existence of a salary range, an annual base salary review process,
including consideration for merit pay adjustments and, as
appropriate, inclusion of both short-term and long-term incentive
compensation opportunities that focus executives on Company
performance and success. The Company’s success is dependent upon
its ability to attract and retain highly qualified and motivated
executives. The Company endorses the philosophy that executive
compensation should reflect Company performance and the
contribution of such officers to that performance. Our executive
compensation program is designed to support our Company’s core
values and strategic objectives. Moreover, our compensation
philosophy is intended to align the interests of management with
those of our shareholders. The principal components of total
compensation for our named executive officers are base salary,
annual incentive bonus and equity-based incentives. Salary and
bonus are inherently short-term compensation elements, while
equity-based incentives are inherently long-term. The Committee
acknowledged the shareholders’ endorsement of the Company’s
executive compensation practices by their approval of the
non-binding Say on Pay proposal at the 2019 Annual
Meeting.
Base
Salary. The Chief Executive
Officer’s base pay range is established, reviewed and updated
periodically by the Board, as recommended by the Personnel and
Compensation Committee. Guidance is received through compensation
surveys of like-positions in similarly sized community financial
services organizations within the established peer group provided
by the Committee’s human resources consultant. Pay adjustments for
the Chief Executive Officer are determined annually by the Board
using this data. While no mathematical weighting formula exists,
the Committee considers all other factors which it deems relevant,
including the Company’s financial results, the Company’s
performance relative to its peer group, the duties and
responsibilities of the Chief Executive Officer, the Chief
Executive Officer’s individual performance relative to written
objectives established at the beginning of each year and current
compensation levels, as well as the benchmark information. The
Company targets salaries at the mid-range base pay of similar
positions within the peer group and the market analysis. Base
salary for the Chief Financial Officer is determined in the same
way as the Chief Executive Officer position. The Committee
generally establishes salary guidelines at levels that approximate
the mid-range of the peer group. Additionally, in determining the
amount of base salaries, the Committee considers the executive’s
qualifications and experience, scope of responsibilities and future
potential, the goals and objectives established for the executive,
the executive’s past performance, competitive salary practices at
companies in the Peer Group and internal pay equity.
Annual Incentive
(Short-term). The EAIP is
designed to motivate executives to achieve favorable operating
results. Awards are primarily based on overall financial
performance utilizing measures such as earnings per share, return
on average assets, return on average equity, asset quality and
revenue growth, either individually or combined, depending on
annual business objectives. Each year, the Company performance
measures are established for all participants in line with budgeted
expectations. Threshold, target and optimum or maximum performance
measures are determined at the beginning of each year and based
upon acceptable performance (threshold), budgeted performance
(target) and a “stretch” performance goal (optimum or
maximum).
The Personnel and Compensation
Committee established performance criteria and factors for the
Chief Executive Officer and the Chief Financial Officer, as well as
other participants in the EAIP for 2019. The awards schedule was
designed to include threshold, target and optimum performance
criteria. Earnings per Share (EPS) (weighted at 75%) and Return on
Average Equity (ROAE) (weighted at 25%) were designated as measures
of performance for both categories for 2019. Both the Chief
Executive Officer’s performance and the Chief Financial Officer’s
performance are measured by these two performance factors. In
addition, if the performance target thresholds are met, individual
performance is further considered for upward or downward adjustment
of the bonus amount. The threshold, target, and optimum levels of
performance measures for 2019 were consistent with competitive
industry performance objectives, and the Company believed the
performance criteria were set at a level that created a likelihood
of
meeting, at minimum, the threshold
levels during 2019. The target performance measures were each set
at levels established in the Company’s annual budget for 2019 (EPS
of $1.19 and ROAE of 9.16%), with threshold measures set at 95% of
budget (EPS of $1.13 and ROAE of 8.70%) and optimum criteria (EPS
of $1.31 and ROAE of 10.08%) set to reward performance
significantly favorable to budget, up to 110% of target. For 2019,
the Chief Executive Officer could receive an award of between 12%
and 30% of base salary, subject to adjustment (+/– 10%) based
on the executive’s individual performance. For the Chief Financial
Officer in 2019, incentive awards could range from 10.0% to 24% of
base salary, subject to adjustment (+/– 10%), based upon the
executive’s individual performance. Awards are determined and paid
annually after the financial results for the year have been
determined. The Company’s target level for performance was exceeded
in 2019 (when adjusted for a defined benefit settlement), and
personal goals relating to strategic objectives were achieved. As a
result, payouts were made to the CEO and the CFO according to the
established formulas.
Long-Term Incentive
Program (LTIP). The Long-Term
Incentive Program is designed to reward contribution to the
long-term appreciation in the value of the Company. The Committee
strongly supports share ownership by its executives. We believe
that the ownership of shares of our stock by our management team
properly aligns their financial interests with the interests of our
shareholders. The potential for awards is reviewed annually,
although shares will not necessarily be awarded each year,
depending upon the Company’s financial performance. In order for a
participant to receive a grant through the program, he or she must
have at least a satisfactory job performance review for the year.
Stock awards are considered at the regularly scheduled board
meeting in February or March of each year, and if awarded, the
grant date is established as the date of board approval. The LTIP
allows for stock grants of various types. Until 2016, only
incentive stock options had been granted; however, in 2016, the
Board began the practice of granting restricted stock awards to the
executive officers and continued that practice in 2019. The
restricted stock awarded vests three years from the date of the
grant, provided that the executive officer remains employed on the
vesting date. During the vesting period, the executives will
receive the dividends earned on the stock. Ms. Barber and
Ms. McMinn received 2,300 and 1,400 restricted shares,
respectively, on February 19, 2019, with a fair market value
of $20.00 per share on the date of the award.
Executive
Benefits. Supplemental
executive benefits may include a salary continuation plan, a
group-term life carve-out plan and employment and/or change of
control agreements, which are described below.
Tax and Accounting
Impact. Although the Company
takes into account deductibility of compensation, tax deductibility
is not a primary objective of its compensation programs.
Section 162(m) of the Internal Revenue Code disallows the
deductibility by the Company of any compensation over
$1 million per year paid to certain members of executive
management. None of the Company’s officers is compensated in an
amount that would limit the deductibility by the Company of their
compensation under Section 162(m).
Change of Control
Severance Agreement. We
believe that companies should provide reasonable severance benefits
to executives. These severance arrangements are intended to provide
an executive with a sense of security in making the commitment to
dedicate his or her professional career to the success of our
Company. With respect to executive management, these severance
benefits should reflect the fact that it may be difficult for them
to find comparable employment within a short period of time. Such
arrangements also should disentangle the Company from the former
employee as soon as practicable. For instance, while it is possible
to provide salary continuation to an employee during the job search
process, which in some cases may be less expensive than a lump-sum
severance payment, we prefer to make a lump-sum severance payment
in order to more cleanly sever the relationship as soon as
practicable.
Our executive management and other
employees have built the Company into the successful enterprise
that it is today, and we believe that it is important to protect
them in the event of a change in control. Further, it is our belief
that the interests of shareholders will be best served if the
interests of our executive management are aligned with them, and
providing change in control benefits should eliminate, or at least
reduce, the reluctance of executive management to pursue potential
change in control transactions that may be in the best interests of
shareholders. Compared to the overall value of the Company, these
potential change in control benefits are relatively minor. The cash
components of any change in control benefits within the Change of
Control Severance agreements are based upon the multiple of
2.95 times base salary.
Change of control arrangements for
Ms. Barber and Ms. McMinn are set forth in each of their
respective agreements. Ms. McMinn’s agreement was
entered into on November 7, 2005 and continues as long as
Ms. McMinn is the Chief Financial Officer or holds a higher
position within the Company. Ms. Barber’s agreement was
entered into on May 22, 2008 and continues as long as
Ms. Barber holds the position of Chief Operating Officer or a
higher position within the Company. For purposes of the Change of
Control Severance Agreements, change of control occurs when one of
the following events takes place:
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i)
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An acquisition of
securities of Juniata Valley Financial Corp. representing 24.99% or
more of the voting power of the Company’s securities then
outstanding;
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ii)
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A merger, consolidation
or other reorganization of Juniata Valley Bank, except where the
resulting entity is controlled, directly or indirectly, by
Juniata;
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iii)
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A merger, consolidation
or other reorganization of Juniata, except where shareholders of
Juniata immediately prior to consummation of any such transaction
continue to hold at least a majority of the voting power of the
outstanding voting securities of the legal entity resulting from or
existing after any transaction and a majority of the members of the
Board of Directors of the legal entity resulting from or existing
after any such transaction are former members of Juniata’s Board of
Directors;
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iv)
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A sale, exchange,
transfer or other disposition of substantially all of the assets of
Juniata to another entity, or a corporate division involving
Juniata; or
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v)
|
|
A contested proxy
solicitation of the shareholders of Juniata that results in the
contesting party obtaining the ability to cast 25% or more of the
votes entitled to be cast in an election of directors of
Juniata.
|
Specific conditions that would
trigger payments pursuant to Ms. McMinn’s and
Ms. Barber’s contracts following a change in control are as
follows:
|
i)
|
|
Any involuntary
termination of employment (other than for cause);
|
|
ii)
|
|
Any reduction in title,
responsibilities or authority;
|
|
iii)
|
|
Any reduction in salary
in effect immediately prior to the change in control, or any
failure to provide benefits at least as favorable as those under
any of the pension, life insurance, medical, health and accident,
disability or other employee plans in which Ms. Barber or
Ms. McMinn participated immediately prior to the change of
control, or the taking of any action that would materially reduce
any of such compensation or benefits in effect at the time of the
change of control, unless such reduction relates to a reduction
applicable to all employees generally;
|
|
iv)
|
|
Any reassignment beyond
a 45 minute commute by automobile from Mifflintown, Pennsylvania;
or
|
|
v)
|
|
Any requirement that
Ms. Barber or Ms. McMinn travel in performance of her
duties on behalf of the Company for a greater period of time during
any year than was previously required.
|
Under Section 280G of the
Internal Revenue Code, a “parachute payment” to a “disqualified
individual” may result in adverse tax consequences. A
“parachute payment” means any payment in the nature of
compensation to (or for the benefit of) a “disqualified individual”
if (i) the payment is contingent on a change in the ownership of
the corporation, the effective control of the corporation or in the
ownership of a substantial portion of the corporation’s assets and
(ii) the aggregate present value of the payments in the nature of
compensation which are contingent on such change of control equals
or exceeds three (3) times the “base amount”. An “excess
parachute payment” means an amount equal to the excess of any
parachute payment over the base amount allocated to such payment.
In general, “base amount” equals the disqualified individual’s
average annualized compensation, which was includible as gross
income (“annual includible compensation”), for the five years
preceding the tax year at issue. The statute defines the term
“disqualified individual” as an individual (1) who is an employee,
independent contractor, or other person specified in regulations
who performs personal services for any corporation, and (2) who is
an officer, shareholder, or highly compensated individual of the
corporation. If the provisions of Section 280G are triggered,
the paying corporation is denied any deduction for employee
compensation on any excess parachute payments, and the recipient is
subject to a nondeductible 20% excise tax on such excess parachute
payment (in addition to income taxes). These agreements do not
prohibit the making of payments in excess of the Section 280G
limits.
Salary Continuation
Agreement, as amended. The
Bank executed Salary Continuation Agreements with Ms. Barber
and Ms. McMinn in order to encourage these individuals to
remain employees of the Bank through normal retirement age which is
defined, for the purposes of this plan, as age 65. The Bank will
not make any payments under this plan that would be a prohibited
golden parachute payment. In addition to retirement, the plan has
provisions for payment in the events of change of control and
disability. Change in control means a change in the ownership or
effective control of the Bank or in the ownership of a substantial
portion of the assets of the Bank. Disability means the Executive:
(i) is unable to engage in any substantial gainful activity by
reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last
for a continuous period of not less than twelve months; or (ii) is,
by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of at least twelve months.
This plan allows for payments under these circumstances as
described in the section below, entitled “Potential Payments Upon
Termination or Change in Control”.
Group Term Carve-out
Plan – Bank-owned Life Insurance. The Bank has purchased life insurance policies
which insure the lives of each of the Named Executive Officers.
Under the Group Term Carve-Out Plan, each of the participating
Named Executive Officers’ beneficiaries will receive benefits in
the event of his or her death as follows:
|
·
|
|
If death occurs prior
to termination of employment, the beneficiary will
receive:
|
|
o
|
|
Three times the
participant’s base annual salary up to a maximum of:
|
|
§
|
|
$603,000 in the case of
Ms. Barber; or
|
|
§
|
|
$453,000 in the case of
Ms. McMinn
|
|
·
|
|
If death occurs after
termination of employment, if the participant has achieved a vested
insurance benefit, as defined in the Group Term Carve-Out Plan, the
beneficiary will receive two times the participant’s base annual
salary.
|
The Bank is the sole owner and the
direct beneficiary of death proceeds in excess of those allocated
to each executive’s defined beneficiary. Any benefit qualifying as
an excess parachute payment as defined in the Internal Revenue Code
would be forfeited in the amount of the excess. Single-premium
payments for this program were paid in 2007 in the amounts of
$296,000 and $294,000, for the policies on the lives of
Ms. Barber and Ms. McMinn, respectively.
|
Executive Compensation
Tables
|
The following tables and narratives
apply to the Company’s named executive officers.
|
2019 Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pension value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-qualified
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
Name and
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
|
Principal Position
|
|
Year
|
|
Salary ($)
|
|
Bonus ($)
|
|
Awards ($)
|
|
Awards ($)
|
|
Compensation(1) ($)
|
|
earnings(2) ($)
|
|
Compensation(3) ($)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcie A. Barber
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President
|
|
2019
|
|
$
|
298,476
|
|
$
|
—
|
|
$
|
46,000
|
|
$
|
—
|
|
$
|
85,092
|
|
$
|
15,727
|
|
$
|
19,600
|
|
$
|
464,895
|
and Chief
|
|
2018
|
|
|
273,178
|
|
|
—
|
|
|
31,680
|
|
|
—
|
|
|
75,336
|
|
|
8,456
|
|
|
18,850
|
|
|
407,500
|
Executive Officer
|
|
2017
|
|
|
251,870
|
|
|
—
|
|
|
27,780
|
|
|
—
|
|
|
52,300
|
|
|
26,945
|
|
|
18,900
|
|
|
377,795
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JoAnn N. McMinn,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Executive Vice
|
|
2019
|
|
$
|
204,130
|
|
$
|
—
|
|
$
|
28,000
|
|
$
|
—
|
|
$
|
46,672
|
|
$
|
—
|
|
$
|
17,331
|
|
$
|
296,133
|
President and
|
|
2018
|
|
|
193,443
|
|
|
—
|
|
|
18,216
|
|
|
—
|
|
|
42,786
|
|
|
3,679
|
|
|
15,714
|
|
|
273,838
|
Chief Financial
|
|
2017
|
|
|
182,891
|
|
|
—
|
|
|
14,816
|
|
|
—
|
|
|
30,436
|
|
|
31,520
|
|
|
14,781
|
|
|
274,444
|
Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
Amounts shown represent
awards paid to executives in the following year, for performance
achievements in the stated year.
|
|
(2)
|
|
Changes in Pension
value for Ms. Barber were $0, $(6,263) and
$13,081 for the years 2019, 2018 and 2017,
respectively. Changes in Pension value for Ms. McMinn
were $0, $2,258 and $14,276 for the years 2019, 2018
and 2017, respectively. Changes in the salary continuation
plan for Ms. Barber were $15,727, $14,719 and $13,864
for the years 2019, 2018 and 2017, respectively.
|
Changes in the salary continuation
plan for Ms. McMinn were $0, $1,421 and $17,244 for
the years 2019, 2018 and 2017, respectively.
|
(3)
|
|
Included in “All Other
Compensation” for each of the named executive officers is a
safe-harbor employer contribution to the Company’s defined
contribution plan.
|
Compensation described in the table
above is paid according to the terms described in the preceding
section entitled “Elements of Executive Compensation”.
|
2019 Outstanding
Equity Awards at Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
Plan Awards:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incentive
|
|
Market or
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
Payout
|
|
|
|
|
|
|
|
|
Incentive
|
|
|
|
|
|
|
|
|
Market
|
|
Number of
|
|
Value of
|
|
|
|
|
|
|
|
|
Plan Awards:
|
|
|
|
|
|
|
Number of
|
|
Value of
|
|
Unearned
|
|
Unearned
|
|
|
|
|
Number of
|
|
Number of
|
|
Number of
|
|
|
|
|
|
|
Shares or
|
|
Shares or
|
|
Shares,
|
|
Shares,
|
|
|
|
|
Securities
|
|
Securities
|
|
Securities
|
|
|
|
|
|
|
Units of
|
|
Units of
|
|
Units or
|
|
Units or
|
|
|
|
|
Underlying
|
|
Underlying
|
|
Underlying
|
|
|
|
|
|
|
Stock
|
|
Stock
|
|
Other Rights
|
|
Other Rights
|
|
|
|
|
Unexercised
|
|
Unexercised
|
|
Unexercised
|
|
Option
|
|
Option
|
|
That
|
|
That
|
|
That
|
|
That
|
|
|
Grant
|
|
Options (#)
|
|
Options (#)
|
|
Unearned
|
|
Exercise
|
|
Expiration
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
|
Have Not
|
Name
|
|
Date
|
|
Exercisable
|
|
Unexercisable
|
|
Options (#)
|
|
Price ($)
|
|
Date
|
|
Vested (#)
|
|
Vested ($)
|
|
Vested (#)
|
|
Vested ($)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marcie A. Barber
|
|
2/19/2019
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
2,300
|
|
$
|
44,505
|
|
|
|
|
|
|
|
2/20/2018
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
1,600
|
|
$
|
30,960
|
|
|
|
|
|
|
|
2/21/2017
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
1,500
|
|
$
|
29,025
|
|
|
|
|
|
|
|
2/17/2015
|
|
11,000
|
|
—
|
|
|
|
$
|
17.800
|
|
2/17/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
10,000
|
|
—
|
|
|
|
|
17.720
|
|
2/18/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
2/19/2013
|
|
1,773
|
|
—
|
|
|
|
|
17.650
|
|
2/19/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
3/20/2012
|
|
5,500
|
|
—
|
|
|
|
|
18.000
|
|
3/20/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
9/20/2011
|
|
3,500
|
|
—
|
|
|
|
|
17.750
|
|
9/20/2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
JoAnn N. McMinn
|
|
2/19/2019
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
1,400
|
|
$
|
27,090
|
|
|
|
|
|
|
|
2/20/2018
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
920
|
|
$
|
17,802
|
|
|
|
|
|
|
|
2/21/2017
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
800
|
|
$
|
15,480
|
|
|
|
|
|
|
|
2/17/2015
|
|
6,700
|
|
—
|
|
|
|
|
17.800
|
|
2/17/2025
|
|
|
|
|
|
|
|
|
|
|
|
|
2/18/2014
|
|
6,600
|
|
—
|
|
|
|
|
17.720
|
|
2/18/2024
|
|
|
|
|
|
|
|
|
|
|
|
|
2/19/2013
|
|
3,400
|
|
—
|
|
|
|
|
17.650
|
|
2/19/2023
|
|
|
|
|
|
|
|
|
|
|
|
|
3/20/2012
|
|
4,000
|
|
—
|
|
|
|
|
18.000
|
|
3/20/2022
|
|
|
|
|
|
|
|
|
|
|
|
|
9/20/2011
|
|
4,000
|
|
—
|
|
|
|
|
17.750
|
|
9/20/2021
|
|
|
|
|
|
|
|
|
|
|
Vesting information for restricted
stock awards in table above:
Ms. Barber
In 2017, Ms. Barber was
awarded 1,500 restricted shares which fully vested on
February 21, 2020. In 2018 and 2019, she was awarded 1,600 and
2,300 restricted shares, respectively, which will fully vest
on February 21, 2021 and February 18, 2023,
respectively.
Ms. McMinn
In 2017, Ms. McMinn was awarded
800 restricted shares which fully vested on February 21, 2020.
In 2018 and 2019, she was awarded 920 and 1,400 restricted
shares, respectively, which will fully vest on February 21,
2021 and February 18, 2023, respectively.
|
Potential Payments upon
Termination or Change in Control
|
The following tables reflect the
amount of compensation payable to each of the named executive
officers in the event of voluntary or involuntary termination of
employment with the Company due to the scenarios described below,
as if such termination had occurred on December 31,
2019.
Marcie A. Barber, President and Chief
Executive Officer
Assuming one of the following events
occurred on December 31, 2019, Ms. Barber’s
payments and benefits would consist of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination by
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination by
|
|
Company
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Voluntary
|
|
Company
|
|
without
|
|
Change of
|
Marcie A. Barber
|
|
Retirement
|
|
Death
|
|
Disability
|
|
Resignation
|
|
with Cause
|
|
Cause
|
|
Control
|
Salary Continuation Agreement
(1)
|
|
|
N/A
|
|
$
|
300,000
|
|
$
|
227,550
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
166,185
|
Group Term Carve-out Plan
(2)
|
|
|
N/A
|
|
|
603,000
|
|
|
600,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
600,000
|
Value of Options and Awards
(3)
|
|
|
N/A
|
|
|
49,389
|
|
|
49,389
|
|
|
49,389
|
|
|
49,389
|
|
|
49,389
|
|
|
78,414
|
Change of Control Severance Agreement
(4)
|
|
|
N/A
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
756,233
|
|
|
$
|
—
|
|
$
|
952,389
|
|
$
|
876,939
|
|
$
|
49,389
|
|
$
|
49,389
|
|
$
|
49,389
|
|
$
|
1,600,832
|
(1) Salary Continuation
Agreement
Ms. Barber’s Salary Continuation
Agreement was executed in 2007. Her agreement provides for a
pre-retirement death benefit in the form of annual payments of
$20,000 for a period of 15 years. Pre-retirement benefits
payable in the events of disability and change in control increase
each year, until Ms. Barber reaches age 65 up to a percentage
of the accrued account value and would be paid in the form of equal
annual payments over 15 years.
(2) Group Term Carve-out
Plan
Ms. Barber’s Group Term
Carve-out Plan became effective in 2007. Ms. Barber’s
beneficiary would be entitled to a death benefit of three times
base salary, up to a maximum of $603,000. In the
hypothetical case of her death at December 31, 2019, while she
was still employed, her beneficiary would have received $603,000,
which is the maximum amount receivable. In the case of disability
or change of control, the death benefit would have been $600,000,
or two times her salary.
(3) Value of Options and
Awards
If Ms. Barber’s employment had
been terminated on December 31, 2019 due to death, disability
or change of control, she, or her beneficiary, would have the right
to exercise 100% of her outstanding stock options, without regard
to the remaining vesting schedule, for a total of
31,773 shares. Unvested restricted shares
would immediately vest under a change of control, but would
require Board of Directors approval for the release of the
restriction in the case of death or disability. In the case of
voluntary resignation, and termination with or without cause, only
currently exercisable options remain available for exercise and all
unvested restricted shares would be canceled. The value of options
and restricted shares in the table above are computed using the
market value of the Company’s stock of $19.35, the closing
price as of December 31, 2019.
(4) Change of Control
Severance Agreement
A severance payment is triggered by
Ms. Barber’s Change of Control Severance Agreement only in the
event of a change of control. If the Company had terminated
Ms. Barber’s employment as a result of a change of control,
she would have been entitled to receive a severance amount
calculated in accordance with the terms of the contract. The
amount, when reduced to its present value (using a discount rate of
1.63%) is equal to 2.95 times her average compensation for the
most recent 5 years. The payment would have been payable in a
lump sum within 30 days of her termination date. Restrictive
covenants within the Change of Control Severance Agreement include
non-competition and non-solicitation provisions. Upon termination
of employment that results in the payment of severance
compensation, Ms. Barber is not permitted to become engaged in
the banking business for a period of two years after termination
within a 40 mile radius of Mifflintown, Pennsylvania; nor is
she permitted to solicit employees or customers for a period of one
year after termination.
(5) Retirement
Ms. Barber does not qualify for
early retirement benefits in any of the benefit plans included in
the table.
JoAnn N. McMinn, Executive Vice
President and Chief Financial Officer
Assuming one of the following events
occurred on December 31, 2019, Ms. McMinn’s
payments and benefits would consist of the following:
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Termination by
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|
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Termination by
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Company
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|
|
|
|
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Voluntary
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Company
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without
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Change of
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JoAnn N. McMinn
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Retirement
(5)
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Death
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Disability
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Resignation
|
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with Cause
|
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Cause
|
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Control
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Salary Continuation Agreement (1)
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$
|
240,000
|
|
$
|
240,000
|
|
$
|
240,000
|
|
$
|
240,000
|
|
$
|
240,000
|
|
$
|
240,000
|
|
$
|
240,000
|
Group Term Carve-out Plan
(2)
|
|
$
|
408,000
|
|
|
453,000
|
|
|
408,000
|
|
|
408,000
|
|
|
—
|
|
|
408,000
|
|
|
408,000
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Value of Options and Awards
(3)
|
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$
|
38,723
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|
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38,723
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|
|
38,723
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|
|
38,723
|
|
|
38,723
|
|
|
38,723
|
|
|
54,203
|
Change of Control Severance Agreement
(4)
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|
|
N/A
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|
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—
|
|
|
—
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|
|
—
|
|
|
—
|
|
|
—
|
|
|
542,008
|
|
|
$
|
686,723
|
|
$
|
731,723
|
|
$
|
686,723
|
|
$
|
686,723
|
|
$
|
278,723
|
|
$
|
686,723
|
|
$
|
1,244,211
|
(1) Salary Continuation
Agreement
Ms. McMinn’s Salary Continuation
Agreement was executed in 2007. Her agreement provides for a
pre-retirement death benefit in the form of annual payments of
$16,000 for a period of 15 years. Ms. McMinn has
reached the age of 65 and as such has become fully vested in the
benefit under all scenarios.
(2) Group Term Carve-out
Plan
Ms. McMinn’s Group Term
Carve-out Plan became effective in 2007. Ms. McMinn’s
beneficiary would be entitled to a death benefit of three times
base salary, up to a maximum of $453,000. In the
hypothetical case of her death at December 31, 2019, while she
was still employed, her beneficiary would have received $453,000,
which is the maximum amount receivable. In the case of all other
terminations, except by the Company with cause, the death benefit
would have been $408,000, or two times her salary.
(3) Value of Options and
Awards
If Ms. McMinn’s employment had
been terminated on December 31, 2019 due to retirement, death,
disability or change of control, she, or her beneficiary, would
have the right to exercise 100% of her outstanding stock options,
without regard to the remaining vesting schedule, for a total of
24,700 shares. Unvested restricted shares would immediately
vest under a change of control, but would require Board of
Directors approval for the release of the restriction in the case
of death or disability. In the case of voluntary resignation, and
termination with or without cause, only currently exercisable
options remain available for exercise and all unvested restricted
shares would be canceled. The value of options and restricted
shares in the table above are computed using the market value of
the Company’s stock of $19.35, the closing price as of
December 31, 2019.
(4) Change of Control
Severance Agreement
A severance payment is triggered by
Ms. McMinn’s Change of Control Severance Agreement only in the
event of a change of control. If the Company had terminated
Ms. McMinn’s employment as a result of a change of control,
she would have been entitled to receive a severance amount
calculated in accordance with the terms of the contract. The
amount, when reduced to its present value (using a discount rate of
1.63%) is equal to 2.95 times her average compensation for the
most recent 5 years. The payment would have been payable in a
lump sum within 30 days of her termination date. Restrictive
covenants within the Change of Control Severance Agreement include
non-competition and non-solicitation provisions. Upon termination
of employment that results in the payment of severance
compensation, Ms. McMinn is not permitted to become engaged in
the banking business for a period of two years after termination
within a 40 mile radius of Mifflintown, Pennsylvania; nor is
she permitted to solicit employees or customers for a period of one
year after termination.
(5) Retirement
Ms. McMinn qualifies for
retirement as defined in each of the benefit plans included in the
table.
|
Personnel and
Compensation Committee Interlocks and Insider
Participation
|
There are no Compensation Committee
interlocks that would require disclosure under applicable proxy
rules.
|
NON-BINDING SAY ON PAY
PROPOSAL TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE
OFFICERS
|
Pursuant to Section 14-A of the
Securities Exchange Act (15 U.S.C. 78 n-1), Juniata is providing
its shareholders with the opportunity to vote on an advisory
(non-binding) resolution at this year’s Annual Meeting to approve
Juniata’s executive compensation as described in this proxy
statement, the tabular disclosures of the Named Executive Officers’
compensation (“Compensation Tables”), and other related information
in this proxy statement. This proposal, commonly known as a “Say on
Pay” proposal, gives shareholders the opportunity to approve or not
approve Juniata’s executive pay program. Because the shareholder
vote is not binding, the outcome of the vote may not be construed
as overruling any decision by Juniata’s Board of Directors or
Personnel and Compensation Committee regarding executive
compensation. At the 2018 Annual Meeting, the shareholders voted to
recommend that Juniata hold a Say on Pay vote annually.
Shareholders will again vote to recommend the frequency at which
Juniata should hold a Say on Pay vote at the 2024 annual
meeting.
Juniata’s executive compensation
philosophy and program are intended to achieve three objectives:
align interests of the Executives with shareholder interests; link
the Executives’ pay to performance; and attract, motivate and
retain executive talent. Juniata’s executive compensation program
currently includes a mix of base salary, incentive bonus, equity
based compensation, retirement plan, health plans and other
benefits. Juniata believes that its compensation program, policies
and procedures are reasonable and appropriate and compare favorably
with the compensation programs, policies and procedures of its
peers.
The Board recommends that
shareholders, in a non-binding proposal, vote “FOR” the following
resolution:
“Resolved, that the
compensation paid to Juniata’s Named Executive Officers, as
disclosed in this proxy statement pursuant to Item 402 of SEC
Regulation S-K, the Compensation Tables and any related
material contained in the Proxy Statement, is hereby
APPROVED.”
Approval of the non-binding
resolution regarding the compensation of the Named Executive
Officers would require that the number of votes cast in favor of
the proposal exceed the number of votes cast against it.
Abstentions and broker non-votes will not be counted as votes cast
and therefore will not affect the determination as to whether the
proposal is approved.
Because your vote is advisory, it
will not be binding upon Juniata. However, Juniata’s Personnel and
Compensation Committee and Board will take into account the outcome
of the vote when considering future executive compensation
arrangements, but no determination has been made as to what action
the Personnel and Compensation Committee or Board might take if
shareholders do not approve this advisory proposal.
THE BOARD OF
DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
PROPOSAL 2.
Presented below is data concerning
the compensation of members of the Company’s Board of Directors for
the year 2019.
|
2019 Director
Compensation Table
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
Pension
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
value and
|
|
|
|
|
|
|
Fees
|
|
|
|
|
|
|
|
Non-qualified
|
|
|
|
|
|
|
Earned or
|
|
|
|
|
|
Non-Equity
|
|
Deferred
|
|
|
|
|
|
|
Paid in
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
Compensation
|
|
All Other
|
|
|
Name
|
|
Cash ($)
|
|
Awards ($)
|
|
Awards ($)
|
|
Compensation
|
|
earnings ($)
|
|
Compensation(1)
($)
|
|
Total ($)
|
|
|
|
|
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