Jeffrey T. Arnold
About Jeffrey T. Arnold
Jeffrey T. Arnold, CPA, CIA, 58, is Executive Vice President and Treasurer of CCFN and Senior Executive Vice President of Finance and Risk Management of Journey Bank (since Nov 2023). He previously served as Treasurer, EVP and CFO of CCFNB and First Columbia (2014–Nov 2023). He holds a B.A. in Financial Accounting (minor in Economics) from Lycoming College and is a member of AICPA and PICPA . Company performance context: total shareholder return (TSR) index improved from 74.55 (2023) to 90.20 (2024), and net income rose from $3.4M (2023) to $19.0M (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| CCFNB/First Columbia | Treasurer, EVP & CFO | 2014–Nov 2023 | Led finance; prepared for 2023 merger integration; longstanding CFO tenure . |
| Central PA Community Bank (prior) | Assistant Vice President, Finance | n/a | Advanced finance leadership at peer community bank . |
| Regional CPA Firm | Auditor (financial institutions) | n/a | Integrated audits of banks; internal controls and reporting expertise . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AICPA | Member | n/a | Professional standards adherence in accounting . |
| PICPA | Member | n/a | Pennsylvania accounting community engagement . |
Fixed Compensation
| Component | 2023 ($) | 2024 ($) | Notes |
|---|---|---|---|
| Base Salary | 196,707 | 215,285 | 2024 base listed in employment agreement as “current annual base salary” $215,285 , and per SCT $215,285 . |
| Cash Bonus (Actual) | 92,306 | 85,764 | Includes a 5% of salary bonus paid to all employees . |
| All Other Compensation | 14,266 | 21,052 | 401(k) match $18,072; imputed life insurance $2,830; other $150 in 2024 . |
| Total Reported Compensation | 353,629 | 374,691 | Summary Compensation Table totals . |
| Additional Fixed/Benefits Detail | 2024 | Notes |
|---|---|---|
| 401(k) Match | $18,072 | Included in “All Other” . |
| Imputed Income (Life Insurance) | $2,830 | Included in “All Other” . |
| Perquisites (Other) | $150 | Included in “All Other” . |
Performance Compensation
- The Company does not have stock-based incentive plans currently; participation could be provided if established in the future .
- Annual bonus determinations are overseen by independent directors acting as the Committee on Executive Compensation, using goals, qualitative performance, and peer data; smaller-reporting-company scaled disclosures mean no metric weightings/targets are published .
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting | Notes |
|---|---|---|---|---|---|---|
| Annual Cash Bonus (2024) | Board-assessed performance; includes 5% of salary companywide element | Not disclosed | Not disclosed | $85,764 | Immediate (cash) | Independent directors deemed bonuses appropriate vs performance ; 5% of salary paid to all employees . |
Equity Ownership & Alignment
| Item | Value | Notes |
|---|---|---|
| Beneficially Owned Shares | 2,970 | Shares as of Feb 14, 2025 . |
| Shares Outstanding | 3,532,713 | As of record date Feb 21, 2025 . |
| Ownership % of Outstanding | ~0.084% | Calculated from 2,970 / 3,532,713 using cited figures . |
| Options/RSUs/PSUs Outstanding | None disclosed | No stock or option awards reported in 2023–2024 SCT ; Company has no active stock plan . |
| Pledging | None disclosed for Arnold | Ownership table footnotes flag pledges for others (e.g., McMichael) but not for Arnold . |
| Hedging | Prohibited for officers | Insider Trading Policy bans hedging/derivative hedges . |
| Ownership Guidelines | Not disclosed | No executive ownership guideline disclosure in proxy -. |
Employment Terms
| Provision | Terms | Notes |
|---|---|---|
| Title/Role | EVP & Treasurer (Company); Senior EVP Finance & Risk (Bank) | Since Nov 2023 . |
| Agreement | Amended & Restated Employment Agreement dated Aug 2, 2023 | Current as disclosed . |
| Term | Auto-renewing one-year terms; not beyond Dec 31, 2032 (age 65) | Notice ≥90 days before renewal to non-renew . |
| Base Salary | $215,285 (current) | As per agreement . |
| Severance (no CoC) | 2x annual base salary + 24 months benefits | Upon involuntary termination (not for cause) or good reason . |
| Change-in-Control (Double-trigger) | 2x (current base salary + highest cash bonus in last 3 years) + 24 months benefits | Triggered by involuntary termination (not for cause) or good reason within 2 years post-CoC . |
| Non-Compete | 12 months post-termination | Employment agreement covenant . |
| Clawback/Tax Gross-ups | Not disclosed for Arnold | No clawback policy disclosed; no tax gross-up for Arnold disclosed -. |
Retirement & Split-Dollar Arrangements (Vesting, CoC, and Death Benefits)
| Plan | Key Terms | Vesting/CoC | Death Benefit | Quantitative Details |
|---|---|---|---|---|
| SERP (Supplemental Executive Retirement Agreement) | Normal retirement benefit $90,000 per year for 15 years; normal retirement age 65 | Fully vests upon Change of Control if compliant and employed as a senior executive officer at CoC; non-compete condition to benefit does not apply after CoC | Multiple scenarios (see next row) | “Retirement benefit” defined as $90,000/yr for 15 years; current accrued benefit $582,355 (as of Jul 9, 2025) . |
| SERP – Death Scenarios | Before Normal Retirement Age (65): accrued benefit; After NRA but before receipt: retirement benefit; After NRA and after start: unpaid balance; After CoC but prior to receipt: accrued benefit | N/A | As specified | Accrued benefit definition aligns with GAAP ASC 710-10; discount rate currently 4.36% (adjustable) . |
| Split-Dollar Life Insurance (Bank-Owned) | Participation via 2019 Plan; death benefit paid to beneficiary from BOLI policy | Plan terms, not performance-based | 350% of base salary less $50k (pre-separation) or 200% post-vesting; capped at $900k (or net proceeds cap); no benefit pre-vesting post-separation | Plan formulas . As of 12/31/2024, split-dollar death benefit for Arnold disclosed as $644,000 . |
Role in Risk and Financial Management (Execution/Track Record)
- Arnold leads Journey Bank’s risk management team overseeing information security, privacy, cybersecurity, business continuity, vendor management, and transaction exposure limits, with monthly governance and board reporting .
- He participates in management loan and ALCO processes through his senior finance/risk role, aligning credit and interest rate risk with strategy .
Compensation Committee Analysis (Process and Benchmarking)
- Independent directors act as the Committee on Executive Compensation (no separate CD&A required for SRC); used Herbein HR Consulting benchmarking from 10+ peer banks (primarily Pennsylvania) to inform 2024 pay decisions .
- 2024 pay mix for Arnold is predominantly cash (salary + annual bonus), with retirement value concentrated in SERP and split-dollar rather than equity, consistent with the absence of a stock incentive plan .
Multi-Year Compensation Summary (Named Executive Officer)
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 196,707 | 215,285 |
| Bonus ($) | 92,306 | 85,764 |
| Stock Awards ($) | — | — |
| Option Awards ($) | — | — |
| Nonqualified Deferred Comp. Earnings ($) | 50,350 | 52,590 |
| All Other Compensation ($) | 14,266 | 21,052 |
| Total ($) | 353,629 | 374,691 |
Pay Versus Performance (Company Context)
| Year | TSR Index (Initial $100) | Net Income ($000) |
|---|---|---|
| 2022 | 95.24 | 9,514 |
| 2023 | 74.55 | 3,387 |
| 2024 | 90.20 | 19,023 |
Equity Ownership & Alignment Details
| Item | Amount |
|---|---|
| Shares Owned (Arnold) | 2,970 |
| % of Outstanding Shares | ~0.084% (2,970 / 3,532,713) |
| Pledging/Hedging | No pledge footnote for Arnold; hedging prohibited |
Employment Terms – Additional Change-in-Control and Restrictive Covenant Details
- CoC Economics: Double-trigger severance equal to 2x (base + highest bonus in prior 3 years) plus 24 months of health/welfare benefits .
- Non-Compete/Non-Solicit: 12 months for Arnold post-termination per employment agreement .
- SERP CoC Enhancements: Full vesting at CoC if then a senior executive officer and in compliance; SERP non-compete condition waived after CoC; accrued benefit methodology/discount rate defined .
- Split-Dollar Plan: Pre- and post-separation death benefit schedules, with caps; participation documented via standard Participation Agreement .
Investment Implications
- Pay-for-performance alignment: Absence of equity incentives shifts alignment from market-based TSR to cash/SERP benefits; anti-hedging policy mitigates misalignment risk, but lack of ownership guidelines and limited personal share stake (~0.084%) reduce direct equity alignment, a modest governance watchpoint .
- Retention risk: Strong retention features (auto-renewing contract through age 65 cap, SERP with $90k/yr for 15 years and CoC full vesting, and split-dollar life benefit of $644k at year-end 2024) lower near-term flight risk, including protection on CoC; restrictive covenants (12-month non-compete) add further stickiness .
- Change-of-control sensitivity: Double-trigger CoC severance for Arnold (2x base+bonus with 24 months benefits) plus SERP full vesting creates incremental CoC cost but also reduces post-deal attrition risk in the finance/risk function—important during integrations .
- Execution/operational oversight: Arnold’s direct leadership of risk management across cybersecurity, vendor oversight, and transaction controls is a key operational lever; robust 2024 profit rebound suggests effective post-merger integration backdrop for his remit (net income +$15.6M YoY; TSR recovery) .
- Trading signals: No equity grants or options to drive scheduled selling; small personal stake reduces mechanical selling pressure. Monitoring Form 4 filings remains essential for any discretionary sales, but proxy does not indicate pledging by Arnold and hedging is prohibited .