Bonnie M. Tompkins - Lead Independent Director | MUNCY COLUMBIA FINANCIAL (CCFN) Executive Profile & Compensation

About Bonnie M. Tompkins

Bonnie M. Tompkins (age 71) has served on the CCFN board since 1993 and is the Independent Lead Director of the Company and Journey Bank since November 2023. She is a retired broker/owner of a local real estate firm, a Certified Real Estate Appraiser and real estate instructor, with additional experience in restaurant ownership/operations and healthcare management—skills the board cites as valuable to the bank’s market area.

Past Roles

Organization	Role	Tenure	Committees/Impact
Local real estate company	Broker/Owner (retired)	Not disclosed	Extensive real estate background used by the board
Real estate appraisal	Certified Real Estate Appraiser	Not disclosed	Technical appraisal expertise
Real estate education	Real estate instructor	Not disclosed	Training/education experience
Restaurant ownership/operations	Owner/Operator	Not disclosed	Small business operating experience
Healthcare management	Executive/manager	Not disclosed	Sector operating perspective

External Roles

Category	Entity	Role	Notes
Public company board	None disclosed	—	No other public-company directorships disclosed in proxy
Private/non-profit/academic	None disclosed	—	Not disclosed in proxy

Board Governance

Independence and leadership: Independent Lead Director since Nov 2023; duties include liaison with Chair/CEO, presiding over independent director sessions, approving agendas, shareholder consultation, and chairing Journey Bank’s Executive Committee. 12 of 14 directors (86%) are independent under Nasdaq rules (Diehl and Glunk are not).
Attendance and engagement: Company and Journey Bank boards each met 13 times in 2024; every director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting.
Committee memberships:
- Audit Committee: Member; the Audit Committee met 4 times in 2024.
- Risk Committee (Journey Bank): Member; the Risk Committee met 4 times in 2024.
- Executive Committee (Journey Bank): Chair; reviews HR matters and evaluates compensation across management positions.
Insider trading policy and alignment: Directors/officers are prohibited from hedging Company stock (e.g., puts, calls, collars, swaps).

Fixed Compensation

Director cash fee schedule (2024 and 2025): | Component | 2024 Amount (Cash) | 2025 Amount (Cash) | |---|---|---| | Monthly retainer | $1,550 | $1,612 | | Monthly board fee | $700 | $728 | | Committee meeting fee (per meeting) | $350 | $364 | | Special meeting fee (per meeting) | $450 | $468 | | Committee Chair fee (per meeting) | $600 | $624 | | Audit Committee Chair fee (annual) | $12,000 (paid $1,000/mo) | $12,480 (paid $1,040/mo) | | Lead Independent Director fee (annual) | $6,600 (paid $550/mo) | Not disclosed (not listed beyond 2024) |
Bonnie M. Tompkins—2024 director compensation: | Item | Amount | |---|---| | Director’s Fees (cash) | $40,400 | | All Other Compensation | $0 | | Total | $40,400 |

No director equity grants are disclosed; the Company states it does not currently have stock-based incentive plans.

Performance Compensation

Equity awards (RSUs/PSUs/options): None disclosed for directors; Company does not currently have stock-based incentive plans.
Performance metrics tied to director pay: None disclosed.
Clawbacks/COC for directors: Not disclosed (executive employment/COC provisions are detailed separately and do not apply to director fees).

Other Directorships & Interlocks

Person	External Public Boards	Committee Roles	Potential Interlocks
Bonnie M. Tompkins	None disclosed	Not applicable	None disclosed

Expertise & Qualifications

Real estate brokerage, appraisal, and instruction credentials (market-relevant asset lending/appraisal insight).
Small business operating experience (restaurants), healthcare management perspective.
Governance leadership: Independent Lead Director responsibilities and chairing Journey Bank’s Executive Committee (HR/compensation oversight).
Risk and Audit oversight experience as member of Risk and Audit Committees.

Equity Ownership

Metric	Value	Notes
Beneficial ownership (shares)	22,502	Includes spouse’s 3,519 shares
Shares outstanding (record date)	3,532,713	As of Feb 21, 2025
Ownership % of outstanding	~0.64% (22,502 / 3,532,713)	Calculated from disclosed share counts
Shares pledged as collateral	None disclosed for Tompkins (pledge footnote applies to McMichael)	No pledge footnote for Tompkins
Options/RSUs/PSUs	Not disclosed	No director equity program disclosed
Hedging policy	Hedging prohibited for directors/officers	Alignment policy via anti-hedging

Governance Assessment

Positives:
- Independent leadership: As Independent Lead Director, Tompkins provides a counterbalance to non-independent Chair/CEO, presides over independent sessions, and approves agendas—strengthening oversight and shareholder engagement.
- Committee coverage: Membership on both Audit (4 meetings in 2024) and Risk (4 meetings in 2024) committees supports robust financial reporting and enterprise risk oversight.
- Engagement: Board and bank boards met 13 times each in 2024; all directors met at least 75% attendance and attended the 2024 annual meeting, indicating high engagement.
- Cash-based director pay and anti-hedging: Director compensation is modest and cash-based; anti-hedging policy enhances alignment with shareholders.
Watch items:
- Tenure/refreshment: Very long tenure (since 1993) can raise entrenchment concerns; continued independent lead role and active committee work partially mitigates this.
- Related-party exposure framework: The bank provides ordinary-course services/credit to directors and affiliates under Regulation O; while no Tompkins-specific transactions were disclosed, continued monitoring is prudent.
- Equity alignment guidelines: No director stock ownership guidelines disclosed; alignment depends on personal holdings (22,502 shares, ~0.64%).
No red flags disclosed:
- No pledging of shares by Tompkins, no director-specific related party transactions or legal proceedings disclosed; attendance thresholds met.