Robert M. Rabb

About Robert M. Rabb

Independent director nominee (age 74) with deep community banking and small business experience. Rabb served as a director of Muncy Bank Financial, Inc. (MBF) from 1989–2023 and briefly served on the boards of CCFN and its Journey Bank subsidiary from November 11, 2023 to February 13, 2024, resigning pursuant to the merger-related Shareholder Voting Agreement. He is an owner of various businesses (restaurants, real estate, land management) and has served 20+ years on the Muncy Public Library Board. If elected in 2025, he must retire upon reaching the mandatory retirement age of 75 before the 2026 annual meeting; the board anticipates appointing him to a one-year term on the Journey Bank Advisory Board thereafter .

Past Roles

External Roles

Board Governance

• Nomination and tenure
  • Nominated to fill the vacancy created by the retirement of J. Howard Langdon (turns 75); expected mandatory retirement for Rabb prior to the 2026 annual meeting (one-year expected advisory role to follow) .
• Independence and board structure
  • Board states 12 of 14 current directors (86%) are independent; Lead Independent Director is Bonnie M. Tompkins. Rabb is a non-management nominee; his independence would be assessed upon election under Nasdaq criteria .
• Committees
  • Company-level Audit Committee members are listed and do not include Rabb (he was not a director during most of 2024). Journey Bank’s Risk, Loan, and ALCO committees lists do not include Rabb in 2024 either. Committee assignments for Rabb, if elected in 2025, are not yet disclosed .
• Attendance
  • In 2024, the Company and Journey Bank boards each met 13 times; every director then serving attended at least 75% of aggregate board and committee meetings. Rabb served only through Feb 13, 2024 in that year; no individual attendance line item is disclosed .
• Director nomination process
  • CCFN does not have a formal nominating committee; the full board oversees nominations, considering background, board needs, time commitment, and share ownership, among other factors .

Fixed Compensation

• Director fee structure (cash-only)
  • 2024: $1,550 monthly retainer; $700 per month board fee; $350 per committee meeting; $450 special meeting; $600 per meeting for committee Chairs (in lieu of meeting fee), except Audit Chair had a $12,000 annual fee. Lead Independent Director received a $6,600 annual fee. In 2025, amounts increase to $1,612, $728, $364, $468, and $624 respectively; Audit Chair $12,480 annual; a $75,000 annual Chairman fee added for the non-executive Chairman .
• 2024 director compensation (Rabb) | Year | Director’s Fees ($) | All Other Compensation ($) | Total ($) | |---|---:|---:|---:| | 2024 | 4,500 | — | 4,500 |

Notes: Former directors (including Rabb) received compensation for service through February 13, 2024, pursuant to merger-related board transitions .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Small business operator with experience in restaurants, real estate, and land management; enhances practical perspective on local credit, collateral, and operational risk .
• 20+ years on a nonprofit board (Muncy Public Library), adding community and stakeholder governance exposure .
• Deep director tenure from MBF (1989–2023) suggests familiarity with community bank strategy, M&A integration, and regulatory environment .

Equity Ownership

Notes:

• The company lists percent only if ≥1%; Rabb’s percent is shown as “—” in the proxy, consistent with our ≈0.89% calculation .

Governance Assessment

• Tenure and succession
  • Rabb brings decades of director experience from MBF, which is positive for board memory and integration context; however, he faces mandatory retirement before the 2026 annual meeting, limiting continuity and committee development runway if elected in 2025 .
• Independence, conflicts, and alignment
  • CCFN’s board is predominantly independent; directors (and related interests) may use bank services and credit under Regulation O on market terms; any other business dealings must be approved by a majority of disinterested directors. No Rabb-specific related-party transactions are disclosed; anti-hedging applies to directors and officers. Rabb has meaningful share ownership for a community bank director with no pledges disclosed, supporting alignment .
• Committee effectiveness
  • No committee assignment for Rabb is disclosed for 2024; if elected, committee placement should leverage his lending/real estate background (e.g., Loan or Risk) while managing potential customer relationships via Regulation O and recusal policies .
• Attendance and engagement
  • The board met 13 times in 2024 with all directors meeting the ≥75% attendance guideline; Rabb’s 2024 board service covered only a portion of the year due to merger-related transitions .
• RED FLAGS and watch items
  • Mandatory retirement within ~1 year of potential election (limits medium-term board contribution) .
  • As an active local business owner, potential related-party exposure exists in the ordinary course (e.g., deposit/credit services), but processes, Regulation O compliance, and disinterested director approvals are in place; no adverse items are disclosed for Rabb specifically .

Bottom line: Rabb offers seasoned community bank governance and local market expertise with solid ownership alignment and no disclosed conflicts. The primary risk is short remaining tenure given mandatory retirement by 2026, implying a transitional, not long-term, appointment .