Brenda R. H. Williams
About Brenda R. H. Williams
Brenda R. H. Williams, age 52, has served as a director of Muncy Columbia Financial Corporation (Journey Bank) since 2021; she is an Attorney at Law with Gordner, Hess & Reimiller effective January 1, 2023 (formerly Dickson, Gordner & Hess), and the board notes her 20+ years of legal experience and civic leadership roles . The board classifies all directors other than the CEO and former Executive Chairman as independent under Nasdaq rules, which includes Ms. Williams .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dickson, Gordner & Hess | Attorney at Law | Prior to January 1, 2023 (former firm) | Legal practitioner; board cites >20 years’ experience |
| Gordner, Hess & Reimiller | Attorney at Law | January 1, 2023 – Present | Legal practitioner; community leadership recognized |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed . |
Board Governance
- Committee memberships: Member, Loan Committee (12 meetings in 2024; Chair: Willard H. Kile, Jr.) ; Member, Asset-Liability Management Committee (ALCO) (4 meetings in 2024; Chair: Robert P. Hager) .
- Independence: Board determines 12 of 14 directors are independent; Ms. Williams is independent (executives Diehl and Glunk are not) .
- Attendance: Company and Journey Bank boards each held 13 meetings in 2024, and each director attended at least 75% of aggregate board and committee meetings . In 2023, each board held 16 meetings, with the same ≥75% attendance expectation met .
- Lead Independent Director: Bonnie M. Tompkins serves as Independent Lead Director and chairs independent sessions and Journey Bank’s Executive Committee (liaison to management, agenda approval, shareholder consultation) .
Fixed Compensation
- Director fee structure (cash retainers and meeting fees; audit/lead independent add-ons; no equity grants disclosed):
| Fee Component | 2023 (post-merger structure) | 2024 | 2025 |
|---|---|---|---|
| Monthly Retainer | $1,550 | $1,550 | $1,612 |
| Monthly Board Fee | $700 | $700 | $728 |
| Committee Meeting Fee (per meeting) | $350 | $350 | $364 |
| Special Meeting Fee (per meeting) | $450 | $450 | $468 |
| Committee Chair Fee (per meeting) | $600 | $600 | $624 |
| Audit Committee Chair (annual) | $12,000 | $12,000 | $12,480 |
| Lead Independent Director (annual) | $6,600 | $6,600 | $6,600 |
| Chairman’s Fee (annual) | — | — | $75,000 (Chairman Glunk) |
- Director compensation amounts (Ms. Williams):
| Metric | 2023 | 2024 |
|---|---|---|
| Director’s Fees ($) | $27,215 | $37,150 |
| All Other Compensation ($) | — | — |
| Total ($) | $27,215 | $37,150 |
Notes:
- Deferred director fee plans exist, but Ms. Williams is not listed among participants; interest credits reported for other directors only .
- No director equity grants or stock-based compensation disclosed; the company states it does not currently have stock-based incentive plans for executives, and director compensation is presented solely as cash fees .
Performance Compensation
- No performance-based or equity-linked director compensation (e.g., RSUs/PSUs/options) is disclosed for Ms. Williams; director compensation is fixed cash fees per retainer/meeting schedules .
- Company insider trading policy prohibits directors and officers from hedging company stock through derivatives (puts, calls, collars, swaps, etc.), supporting alignment with shareholders .
Other Directorships & Interlocks
| Company/Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | No other public company boards or interlocks disclosed for Ms. Williams . |
Expertise & Qualifications
- Legal expertise: >20 years as an attorney; current role at Gordner, Hess & Reimiller .
- Board-relevant skills: Participation on ALCO and Loan Committees reflects engagement with interest rate risk, liquidity, and credit risk oversight .
- Community leadership: Board cites leadership roles in civic organizations, emphasizing stakeholder ties within Journey Bank’s market area .
Equity Ownership
| Metric | As of Feb 19, 2024 | As of Feb 14, 2025 |
|---|---|---|
| Shares Beneficially Owned (whole shares) | 1,254 | 1,575 |
| Percent of Shares Outstanding | <1% | <1% |
| Pledged as Collateral | None disclosed (pledge noted for W.B. McMichael, not Ms. Williams) |
Notes:
- The company states no 5%+ beneficial owners; directors and named executives as a group held ~7.53% (2024) and ~9.02% (2025), underscoring dispersed ownership; Ms. Williams’ holdings are modest but increased from 2024 to 2025 .
Governance Assessment
- Independence and oversight: Ms. Williams is independent under Nasdaq standards and serves on ALCO and Loan Committees that met 4 and 12 times in 2024, respectively, suggesting active engagement in risk oversight .
- Attendance and engagement: Boards held 13 meetings in 2024 and 16 in 2023; each director met at least the 75% attendance threshold both years, supporting baseline engagement standards .
- Compensation alignment: Director pay is modest and cash-based; no equity grants or performance awards disclosed for directors, which limits explicit long-term pay-for-performance alignment but avoids option repricing/complexity risks .
- Ownership alignment: Ms. Williams holds company shares, with a year-over-year increase; the insider trading policy prohibits director hedging transactions, which fosters alignment with shareholders .
- Conflicts/related-party exposure: The bank extends services and credit to directors in the ordinary course under Regulation O and requires disinterested director approval for any nonstandard transactions; no specific related-party transactions or pledges disclosed for Ms. Williams, which reduces conflict risk .
- Shareholder signals: In 2024, shareholders approved Say-on-Pay and voted to hold Say-on-Pay every three years, indicating general support for compensation practices and governance cadence .
Shareholder Vote Signals (context)
| Proposal | 2024 Vote Result (For/Against/Abstain/Broker Non-Vote) |
|---|---|
| Say-on-Pay | 1,182,955 / 369,362 / 78,837 / 650,327 |
| Say-on-Pay Frequency (1yr/2yr/3yr/Abstain/Broker Non-Vote) | 510,461 / 79,565 / 951,599 / 89,529 / 650,327 (3-year preferred) |
RED FLAGS
- None disclosed specific to Ms. Williams: no pledging, no related-party transactions beyond ordinary-course banking arrangements governed by Regulation O, no legal proceedings/investigations noted, and director attendance met policy thresholds .
Notes on Committee Activity (for 2024)
| Committee | Meeting Count | Chair | Ms. Williams Member? |
|---|---|---|---|
| Loan Committee | 12 | Willard H. Kile, Jr. | Yes |
| ALCO | 4 | Robert P. Hager | Yes |
| Risk Committee | 4 | Todd M. Arthur | No (not listed) |
| Audit Committee | 4 | Edwin A. Wenner | No (not listed) |
Methodology and Sources
- All information is sourced from the company’s 2025 and 2024 DEF 14A proxy statements and related 8-K filings; committee memberships, attendance, compensation, and ownership are cited inline and in tables .