Lance O. Diehl
About Lance O. Diehl
Lance O. Diehl (age 58) is President and Chief Executive Officer of Muncy Columbia Financial Corporation (CCFN) and its Journey Bank subsidiary, and has served on the Company’s board since 2003; he holds a B.S. in Accounting (Bloomsburg University), an MBA (Lehigh University), and is a graduate of the ABA Stonier Graduate School of Banking . Under his leadership, the Company completed its merger integration with Muncy Bank Financial in late 2023 and restructured senior roles in early 2024 to place Diehl as CEO focused on strategic management and organizational leadership . For pay-versus-performance, Company TSR based on a $100 initial investment was $95.24 (2022), $74.55 (2023) and $90.20 (2024), while net income was $9.5m (2022), $3.4m (2023) and $19.0m (2024) .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Shareholder Return (Value of $100 Investment) | $95.24 | $74.55 | $90.20 |
| Net Income ($000s) | $9,514 | $3,387 | $19,023 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Muncy Columbia Financial Corporation (CCFN) | President & CEO | Feb 2024–present | Post-merger role realignment to strengthen strategic management . |
| Muncy Columbia Financial Corporation (CCFN) | Chairman, President & CEO | Nov 2023–Feb 2024 | Oversaw early post-merger leadership transition with Executive Chairman Glunk . |
| Journey Bank (subsidiary) | Executive Chairman | Nov 2023–Feb 2024 | Guided integration immediately following MBF merger . |
| CCFNB (predecessor) | President & CEO | 2003–Nov 2023 | Led bank through combination with First Columbia and later MBF . |
| First Columbia Bank & Trust Co. | President & CEO | 2008–Nov 2023 | Executive leadership following earlier combination with CCFNB . |
| Columbia County Farmers National Bank | President & CEO | 2003–2008 | Led community bank prior to combinations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Millville Mutual Insurance Companies | Director | Not disclosed | Service cited as part of board qualifications . |
Fixed Compensation
- Contracted base salary for Mr. Diehl was set at $405,600 under the Amended & Restated Employment Agreement dated Feb 13, 2024 . Actual cash paid in 2024 per Summary Compensation Table was $390,000 salary, $119,500 bonus, and $26,304 other compensation (401(k) match, imputed life insurance, and company car) .
| Year | Salary ($) | Bonus ($) | All Other Comp ($) |
|---|---|---|---|
| 2023 | 350,711 | 230,818 | 20,276 |
| 2024 | 390,000 | 119,500 | 26,304 |
All Other Compensation detail for 2024: 401(k) match $20,700; imputed income for life insurance $2,536; personal use of company car $3,068 .
Performance Compensation
- No stock-based incentive plan is currently in place; participation “in any stock based incentives” is contingent on future board establishment of a plan, and the Company does not currently have one . Annual executive compensation consists of salary, discretionary bonus and 401(k) profit-sharing; independent directors act as the Committee on Executive Compensation and benchmarked pay against analyses by Herbein HR Consulting (peers: 10+ financial institutions, predominantly Pennsylvania) .
The proxy did not disclose formulaic performance metrics, weightings, or target-to-payout curves for annual bonuses or any long-term incentives for Mr. Diehl .
Equity Ownership & Alignment
- Beneficial ownership: 20,316 shares as of Feb 14, 2025; includes 71 shares held individually by his spouse; percentage of outstanding is less than 1% (Company had 3,532,713 shares outstanding as of record date) .
- No options or stock awards were reported for Mr. Diehl in 2023–2024; option awards and stock awards show “—” in the Summary Compensation Table, and the Company lacks a stock-based plan .
- Pledging and hedging: No pledged shares disclosed for Diehl in the ownership table; the Insider Trading Policy prohibits hedging by directors and officers .
| Item | Detail |
|---|---|
| Shares owned (beneficial) | 20,316 (incl. 71 spouse-held) |
| % of shares outstanding | <1% (3,532,713 shares outstanding) |
| Options/RSUs/PSUs | None disclosed for 2023–2024; no stock plan currently |
| Pledged shares | None disclosed for Diehl (pledge footnotes reference another director) |
| Hedging policy | Hedging prohibited for directors and officers |
Employment Terms
| Term/Provision | Summary |
|---|---|
| Current Role & Agreement | President & CEO of Company and Journey Bank; Amended & Restated Employment Agreement effective Feb 13, 2024; First Amendment to Diehl’s agreement on Dec 10, 2024 . |
| Term & Renewal | Term through Mar 14, 2027; automatically renews annually unless nonrenewal notice ≥90 days before renewal . |
| Base Salary | Contracted at $405,600; board may award annual bonus and provide standard benefits and company car . |
| Change-in-Control (CIC) | If involuntary termination without cause or resignation for good reason within 2 years post-CIC: cash severance of 2.99x (highest annual base salary + highest cash bonus in prior 3 years) plus 36 months of continued benefits or equivalent coverage . |
| Non‑CIC Termination | If involuntary termination without cause or resignation for good reason absent CIC: 2x base salary plus 24 months of benefits . |
| Restrictive Covenants | Non-compete and non-solicitation for 24 months post-termination under the employment agreement ; SERP amendments (July 9, 2025) apply 50‑mile non-compete/solicit forfeiture rules to unpaid benefits, with exceptions after a Section 409A-defined change in control . |
| Health Benefits & Gross-up | If barred from plans or upon contract end (or certain retirements), Journey Bank will obtain and pay for substantially equivalent health/medical coverage up to 10 years for Diehl, and pay annual tax gross-ups at highest marginal rate for these benefits (also coordinates with severance scenarios) . |
| SERP (2003 plan, amended Dec 10, 2024) | Normal retirement benefit $90,000/year; commencement deferred from age 60 to 65, with 3.5% annual increase if employed past 60, resulting in $106,892 at age 65; 180 monthly payments; forfeiture covenants apply as amended in 2025 . |
| SERP (2022 plan, amended July 9, 2025) | Normal retirement benefit $60,000/year at age 65; death benefit revised to accrued benefit (current accrued benefit: $419,592) and forfeiture updated; forfeiture restrictions waived after change in control as defined by IRC §409A . |
| Split-Dollar Life Insurance (as of 12/31/24) | Split-dollar death benefit for Diehl was $1,447,768 as of year-end 2024 . |
| 2019 Executive Split-Dollar Plan Participation (July 9, 2025) | Participation agreement provides: death before separation—lesser of 350% of base salary minus $50,000 or Net Death Proceeds, capped at $900,000; death after separation post-vesting—lesser of 200% of base salary or Net Death Proceeds, capped at $900,000; plan includes 50‑mile restrictive covenants with forfeiture, waived after change in control . |
Board Governance (board service, committees, dual-role implications)
- Board service history: Director since 2003; as CEO, he is not independent; Pennsylvania Banking Code requires the bank president to serve on the board, which the Company cites to support his board role .
- Dual role and independence: Diehl is CEO and director (non-independent); the board appointed an Independent Lead Director (Bonnie M. Tompkins) to enhance independent oversight, including agenda setting, leading independent director sessions, and shareholder liaison; 12 of 14 directors (86%) are independent by Nasdaq standards .
- Committee context: Audit Committee membership is fully independent (Diehl is not listed); he participates on management-level committees (e.g., management loan committee includes the Bank Chairman, President & CEO) rather than board audit/comp committees .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings .
- Governance notes: Family relationship disclosed—Diehl is first cousin to director Willard H. Kile, Jr. .
Compensation Structure Analysis
- Cash-heavy mix: No stock-based plan currently; compensation relies on salary, discretionary annual bonus, retirement and insurance arrangements, plus 401(k), suggesting lower direct sensitivity of pay to near-term stock performance .
- Peer benchmarking: Independent directors used Herbein HR Consulting’s analysis of 10+ peer banks (primarily PA) to set 2024 pay; independent directors met once in 2024 for named executive performance and compensation .
- Long-term retention levers: Two SERPs with defined normal retirement benefits (and vesting/forfeiture features) and split-dollar life insurance benefits; July 2025 amendments aligned restrictive covenants and changed death benefits to “accrued benefit,” balancing retention with risk management; forfeiture restrictions are waived following a 409A-defined change in control .
- CIC economics: 2.99x multiple of base+bonus plus 36 months benefits creates meaningful CIC cost; non‑CIC severance of 2x salary plus 24 months benefits .
- Tax gross-ups: Employment agreement provides tax gross-ups at the highest marginal rate on Company-paid health/medical coverage under certain scenarios—shareholder-unfriendly feature .
Equity Ownership & Alignment (detail)
| Category | Detail |
|---|---|
| Beneficial ownership | 20,316 shares (71 held by spouse) |
| Ownership as % | <1% of 3,532,713 outstanding shares |
| Vested vs. unvested | No equity awards disclosed; not applicable |
| Options (ITM value) | None disclosed; no options outstanding |
| Pledging | No pledges disclosed for Diehl |
| Ownership guidelines | Not disclosed for executives |
| Hedging | Prohibited for directors and officers |
Employment Terms (severance, non-compete, non-solicit, change-of-control)
- Severance multiples: CIC—2.99x highest base + highest prior-3-year cash bonus plus 36 months benefits; Non‑CIC—2x base salary plus 24 months benefits .
- Triggers: CIC severance if involuntary termination without cause or termination for good reason within two years post-CIC; benefits continuation or equivalent coverage applies .
- Restrictive covenants: 24 months non-compete/non-solicit under employment agreement; SERP/plan amendments further define a 50‑mile non-compete/solicit forfeiture condition for unpaid benefits, waived post-CIC .
- Health benefits & gross-ups: Up to 10 years of Company-paid substantially equivalent health/medical coverage under specified conditions, with annual tax gross-ups at highest marginal rate .
Performance & Track Record (selected disclosures)
- Leadership transitions post-merger: After the Nov 2023 MBF merger, the board restructured leadership—Diehl moved to the CEO role in Feb 2024 with Glunk shifting to Chairman (retired from management Feb 28, 2025) .
- Financial outcomes in PVP table: 2024 TSR improved vs. 2023, and 2024 net income rose to $19.0m (from $3.4m in 2023) per pay-versus-performance disclosure .
Risk Indicators & Red Flags
- Tax gross-up commitments on health/medical benefits for up to 10 years in certain scenarios (adds cost and is shareholder-unfriendly) .
- Family relationship on the board (Diehl is first cousin to director Willard H. Kile, Jr.), elevating related-party governance sensitivity (though Regulation O compliance is disclosed for director/officer lending; no adverse loan classifications) .
- Limited equity alignment: Absence of stock-based incentives may reduce direct alignment with share price performance and lowers insider selling pressure from vesting but may weaken long-term equity incentives .
Compensation Committee Analysis
- Structure: All independent directors act as the Committee on Executive Compensation for Messrs. Diehl and Glunk; neither participates in decisions on his own pay .
- Process: 2024 decisions referenced one meeting and benchmarking via Herbein HR Consulting with >10 peer financial institutions (primarily PA) .
Investment Implications
- Alignment and incentives: The lack of equity-based compensation and reliance on cash plus SERP/split-dollar may limit direct stock-price alignment; however, it reduces forced insider selling pressure from equity vesting events and emphasizes retention via long-duration benefits .
- Governance and oversight: Dual CEO/Director role with an Independent Lead Director and a majority-independent board provides a balancing mechanism; disclosed family relationship necessitates continued attention to independence and related-party controls .
- Change-in-control and severance risk: CIC multiple (2.99x) and extended benefits increase potential transaction costs; tax gross-up commitments add cost under certain scenarios—both are relevant when underwriting M&A optionality .
- Execution track record: 2024 net income improvement and TSR recovery versus 2023, alongside merger integration and leadership stability, are constructive, though incentive design remains largely discretionary given no formulaic metrics disclosed .