Edwin A. Wenner
About Edwin A. Wenner
Edwin A. Wenner (71) has served on the board since 2014 and brings over 40 years of banking experience, including prior service as Chairman of the Board of the Company and First Columbia Bank & Trust Co. (2017–Nov 2023) and as retired EVP & COO of First Columbia Bank & Trust Co. . He is currently an independent director under Nasdaq rules and chairs the Audit Committee; he also serves on Journey Bank’s Loan Committee and Executive Committee, reflecting deep financial oversight and credit risk expertise .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Muncy Columbia Financial Corporation (the “Company”) | Chairman of the Board | 2017–Nov 2023 | Led board through MBF merger integration period |
| First Columbia Bank & Trust Co. | Chairman of the Board | 2017–Nov 2023 | Oversight of bank operations and strategy |
| First Columbia Bank & Trust Co. | EVP & COO (retired) | Not disclosed (retired) | Senior operating leadership |
| Columbia County Farmers National Bank | Various roles: teller, technology director, internal auditor, loan officer, community office manager, credit administrator, VP, SVP | From 1974 | Long-tenured, multi-disciplinary banking experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Independence: Board deems all directors except Messrs. Diehl and Glunk to be independent; Wenner is independent under Nasdaq rules .
- Committee assignments: Audit Committee Chair (Company) ; Loan Committee member (Journey Bank) ; Executive Committee member (Journey Bank) .
- 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; directors are encouraged to attend annual meetings (all directors then serving attended in 2024) .
- Governance structure context: Independent Lead Director is Bonnie M. Tompkins; 12 of 14 directors are independent, supporting oversight balance .
Fixed Compensation
| Component | 2024 Amount (USD) |
|---|---|
| Director’s Fees (cash retainer, board and committee fees) | $46,750 |
| All Other Compensation (interest under directors’ deferred fee plan) | $1,258 |
| Total 2024 | $48,008 |
| Company-wide Director Fee Schedule | 2024 | 2025 |
|---|---|---|
| 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, in lieu of standard) | $600 | $624 |
| Audit Committee Chair fee (annual) | $12,000 | $12,480 |
- Deferred fee plan participation: Under the 2009 director deferred fee plan, Wenner’s accrued balance was $78,749 at Dec 31, 2024; interest accrues at the five‑year CD rate (1.54% in 2024) and his 2024 interest earned/accrued was $1,258 .
Performance Compensation
| Metric | Director Plan Disclosure |
|---|---|
| Equity awards (RSUs/PSUs) | Not disclosed; Company does not currently have stock-based incentive plans |
| Options | Not disclosed |
| Performance-based cash (revenue/EBITDA/TSR/ESG) | Not disclosed for directors |
| Clawbacks / COI provisions (directors) | Not specifically disclosed for directors; Company has Code of Conduct/Insider Trading policies |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Potential Interlock |
|---|---|---|---|
| — | — | — | No external public boards or disclosed interlocks |
Expertise & Qualifications
- Financial oversight: Audit Committee Chair; board deems CPA director Hager a “financial expert,” but Wenner chairs the committee, signifying trust in his oversight leadership .
- Credit and risk management: Loan Committee member overseeing credit exposures; Executive Committee member reviewing HR and management matters .
- Deep banking operations: >40 years across audit, lending, technology, and operations, culminating as EVP & COO .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Edwin A. Wenner | 4,048 | ~0.115% (4,048 / 3,532,713) | No pledged shares disclosed for Wenner; pledge footnote appears for another director only |
- Ownership guidelines: No director stock ownership guidelines disclosed in the proxy .
Governance Assessment
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Strengths
- Audit Committee leadership: As Chair, Wenner oversees auditor selection/independence, fee pre-approval, and financial reporting integrity; the committee met four times in 2024 .
- Multi-committee engagement: Service on Loan Committee and Executive Committee indicates active involvement in credit risk and executive evaluation/compensation processes .
- Independence and attendance: Independent under Nasdaq rules with at least 75% attendance and 13 board meetings in 2024, supporting engagement .
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Watchpoints
- Alignment: Beneficial ownership is modest at 4,048 shares (~0.115% of outstanding), and no director equity grants are in place, reducing market-linked alignment relative to equity-based structures common at larger peers .
- Nomination process: Absence of a formal nominating committee places director selection with the full board; while rationalized by size/merger context, some investors prefer dedicated nominating/governance committees for enhanced independence .
- Related-party contexts: Bank provides services and credit to directors and related interests in the ordinary course under Regulation O; all outstanding loans complied and were not impaired, but this is an area investors typically monitor for fairness and risk .
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RED FLAGS
- None specific to Wenner identified in the proxy: no pledging, no related‑party transactions disclosed beyond ordinary‑course banking, and independent status affirmed .