Robert P. Hager
About Robert P. Hager
Robert P. Hager, CPA (age 66), has served as a director since 2019. He is Chief Financial Officer of Miele Group (Muncy, PA) and previously was managing partner at Lindsay & Hager, P.C., and an IRS Field Agent with the U.S. Treasury Department. The board cites his strong accounting and financial expertise; he is designated the board’s “financial expert” under SEC rules. He is considered independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lindsay & Hager, P.C. | Managing Partner | Not disclosed | Public accounting leadership; deep audit/tax expertise |
| U.S. Treasury Department | IRS Field Agent | Not disclosed | Federal tax, compliance and investigative background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Miele Group (private) | Chief Financial Officer | Not disclosed | Operational finance leadership at a regional company |
| Other public company boards | None disclosed | — | MBF directors (including Hager) were not directors of other publicly-traded companies at the time of the merger; no later public-company directorships disclosed |
Board Governance
- Independence: Independent director (board determined all directors except Messrs. Diehl and Glunk are independent under Nasdaq standards) .
- Committee assignments (Journey Bank/Company):
- Audit Committee member; designated SEC “financial expert” .
- Asset/Liability Management Committee (ALCO) Chair .
- Loan Committee member .
- Attendance: Company and Journey Bank boards each met 13 times in 2024; all directors attended at least 75% of aggregate board and committee meetings .
- Independent leadership: Board uses an Independent Lead Director structure to facilitate executive session leadership and agenda oversight .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Audit | Member; SEC “financial expert” | 4 | Auditor oversight, independence, fee pre-approval |
| ALCO | Chair | 4 | Asset/liability risk, NIM/liquidity reviews, capital and cash flow forecasting |
| Loan | Member | 12 | Oversight of credit exposures, past-due/nonperforming review, external loan review |
Fixed Compensation
- Director fee structure (2024): $1,550 monthly retainer; $700 per month board fee; $350 per committee meeting; $450 special meeting; $600 per meeting committee chair (Audit Chair: $12,000/year; Lead Independent Director: $6,600/year). 2025 fees increased modestly (retainer $1,612; board $728; committee $364; special $468; chair $624; Audit Chair $12,480/year; Chairman’s fee $75,000 for Mr. Glunk) .
- 2024 actual compensation (non-employee director): Hager received $37,600 in director’s fees; no “All Other Compensation” .
| Year | Monthly Retainer | Board Fee (per month) | Committee Fee (per meeting) | Special Meeting Fee | Committee Chair Fee (per meeting) | Audit Chair Annual | Lead Independent Annual | Hager Total Fees |
|---|---|---|---|---|---|---|---|---|
| 2024 | $1,550 | $700 | $350 | $450 | $600 | $12,000 | $6,600 | $37,600 |
| 2025 | $1,612 | $728 | $364 | $468 | $624 | $12,480 | $6,600 | — |
Performance Compensation
- No director equity plan/grants disclosed; Company currently has no stock-based incentive plans (participation language applies to executives; directors compensated in cash under fee schedule) .
| Award Type | Grant Date | Shares/Units | Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| None disclosed for directors | — | — | — | — | — |
Other Directorships & Interlocks
| Company | Type | Role | Committee Positions | Interlock/Conflict Notes |
|---|---|---|---|---|
| None publicly traded | — | — | — | No public-company interlocks disclosed |
Expertise & Qualifications
- CPA licensed in Pennsylvania; extensive public accounting experience; CFO experience at Miele Group .
- SEC-designated “financial expert” on Audit Committee; strengthens financial reporting oversight .
- Chair of ALCO; indicative of asset/liability management and balance sheet risk expertise .
Equity Ownership
- Beneficial ownership: 27,147 shares (whole shares) as of February 14, 2025; no pledge disclosed for Hager .
- Shares outstanding: 3,532,713 (record date: Feb 21, 2025) .
- Estimated ownership percentage: ~0.77% (27,147 / 3,532,713) .
| Holder | Shares Owned | % of Outstanding | Pledged/Hedged | Notes |
|---|---|---|---|---|
| Robert P. Hager | 27,147 | ~0.77% (calc) | No pledges disclosed ; hedging by directors prohibited under Insider Trading Policy | SEC “financial expert” on Audit |
Governance Assessment
- Board effectiveness: Hager’s CPA credentials and SEC “financial expert” designation enhance Audit quality; ALCO chairmanship aligns with key bank risk oversight (interest rate risk, liquidity) .
- Independence and engagement: Independent under Nasdaq standards, with at least 75% attendance in 2024 across board/committees (boards met 13 times) .
- Compensation alignment: Cash-only director compensation with transparent fee schedule; no equity grants or performance pay for directors—limits pay-for-performance alignment but common for community banks .
- Ownership alignment: Meaningful personal stake (27,147 shares) without pledging; anti-hedging policy applies to directors, supporting alignment .
- Conflicts/related party: Bank provides ordinary-course services/credit to directors; all loans complied with Regulation O; no adverse features. Any non-ordinary transactions require disinterested director approval—no Hager-specific related-party exposures disclosed .
- Structural considerations: No formal nominating committee (full board-led process). Appropriate for size and post-merger integration, but investors may view it as weaker formal independence in nominations; mitigated by Independent Lead Director and high percentage (86%) of independent directors .
RED FLAGS: None specific to Hager disclosed. General structural flag: no formal nominating committee; monitor for potential insularity in director selection over time . Pledging noted for another director (McMichael), but not for Hager .
References
- Director biography, age, independence, committees: .
- Committee meeting counts and roles: ALCO ; Audit ; Loan .
- Board meetings and attendance: .
- Director fee schedule and Hager’s 2024 compensation: .
- Ownership and pledging: ; shares outstanding: .
- Insider Trading Policy anti-hedging: .
- Other public company boards: .