Robert J. Glunk

About Robert J. Glunk

Robert J. Glunk (age 60) serves as Chairman of Muncy Columbia Financial Corporation (CCFN) and Journey Bank since March 2025; he was Executive Chairman from February 2024 to February 2025, and Senior EVP & COO of CCFN while simultaneously President & CEO of Journey Bank from November 2023 to February 2024 . He has been a director since 2015, holds a B.A. from Lycoming College, is a graduate of the ABA Stonier Graduate School of Banking, and has 39 years of banking industry experience . Under Nasdaq independence rules, the board determined Mr. Glunk is not independent due to his recent executive roles; Bonnie M. Tompkins serves as Independent Lead Director to provide independent board leadership . Each director attended at least 75% of board and committee meetings in 2024; the Company and Journey Bank boards each met 13 times .

Past Roles

External Roles

No other public company directorships are disclosed for Mr. Glunk .

Board Governance

• Role and independence: Chairman (non-independent); Independent Lead Director (Tompkins) facilitates independent oversight, agenda approval, and shareholder consultation .
• Committee landscape (2024): Audit Committee members did not include Mr. Glunk; ALCO, Risk, and Loan Committees listed members did not include him (chair and membership detailed for those committees) .
• Nomination process: Company has no formal nominating committee; candidates often recommended by senior management, notably Messrs. Diehl and Glunk, alongside directors/shareholders, with consensus sought before nomination .
• Meetings and attendance: Boards met 13 times each; all directors attended at least 75% of meetings and were encouraged to attend the annual meeting (all serving directors did so in 2024) .

Fixed Compensation

Additional contract terms:

• Employment Agreements (Feb 13, 2024): Initial annual base salaries set at $405,600 for Messrs. Diehl and Glunk (actual 2024 salary for Mr. Glunk was $390,000 in the SCT table) .
• Change-in-control (CIC): 2.99x highest salary + highest cash bonus in prior 3 years; 36 months of benefits or equivalent coverage .
• Non-CIC severance: 2x annual base salary; 24 months of benefits .
• Health/medical coverage continuation and tax gross-up: Up to 10 years of substantially equivalent health/medical coverage with an annual gross-up at the highest marginal rate if plan participation barred or on retirement threshold timing (material shareholder-unfriendly feature) .

Performance Compensation

• Program design: Company does not currently have stock-based incentive plans; bonuses are determined by independent directors acting as the Committee on Executive Compensation, with benchmarking via Herbein HR Consulting across >10 peer financial institutions (Pennsylvania-focused). No formulaic performance metrics were disclosed for executive bonuses .

Pay Versus Performance (company-level disclosure)

Other Directorships & Interlocks

Expertise & Qualifications

• Education: B.A., Lycoming College; ABA Stonier Graduate School of Banking .
• Industry experience: 39 years in banking with CEO and COO experience across multiple institutions .
• Board qualifications: Deep operating experience; chairman-level governance; nomination influence per board’s process .

Equity Ownership

• Pledging/Hedging: No pledging disclosed for Mr. Glunk; anti-hedging policy prohibits directors/officers from hedging company stock via derivatives or similar structures, supporting alignment .
• Ownership guidelines: Not disclosed for directors; compliance status not disclosed (no stock plan; guidelines not mentioned).

Governance Assessment

• Strengths:

  • Extensive banking leadership, including CEO roles and post-merger integration responsibilities, offering operational rigor and continuity as Chairman .
  • Independent Lead Director structure and 86% of board deemed independent (12 of 14), providing counterbalance to non-independent chair/CEO roles .
  • Anti-hedging policy for directors/officers, and Regulation O compliance for director-related lending; no non-accrual/past-due or TDR loans to insiders in 2024 .
  • Strong attendance (≥75%) and regular meeting cadence (13 meetings at both Company and bank boards) .

• Concerns/RED FLAGS:

  • Non-independence: Mr. Glunk is not independent under Nasdaq rules, which can concentrate influence given his role in the director nomination process alongside the CEO .
  • Tax gross-ups: Contractual provision to deliver health/medical benefit coverage with an annual tax gross-up at the highest marginal rate is shareholder-unfriendly .
  • Large CIC multiple: 2.99x salary+bonus plus 36 months of benefits may be viewed as generous relative to community-bank norms, potentially dampening pay-for-performance alignment .
  • Absence of equity-based compensation: No stock-based plans; compensation mix leans cash-heavy, which can reduce long-term equity alignment for senior leaders transitioning to board roles .
  • Chairman’s fee addition: $75,000 annual fee for non-executive Chairman increases guaranteed compensation without disclosed performance conditions .

• Related-party oversight:

  • Director and related-entity banking services and loans are on market terms with Regulation O compliance; any non-standard transactions require disinterested director approval, reducing conflict risk, though ongoing vigilance remains essential .

• Compensation committee process:

  • Independent directors act as Committee on Executive Compensation, meeting and benchmarking pay against peer data via Herbein HR Consulting; however, the lack of disclosed, formulaic performance metrics limits transparency in incentive design .

Overall, investors should monitor the balance of board independence and chairman influence, the persistence of tax gross-up provisions, and the evolution of compensation structures toward more equity-linked alignment, while noting solid attendance and established independent committee leadership across audit, risk, ALCO, and loan oversight functions .