Todd M. Arthur
About Todd M. Arthur
Independent director of Muncy Columbia Financial Corporation (CCFN) and Journey Bank since 2007; age 60. Owner of Long Ridge Realty Appraisal Services with 32 years in appraisal and 40 years in real estate (realtor, broker/owner, landlord) across a six‑county area in north central Pennsylvania, providing strong real estate underwriting perspective for the bank’s markets . CCFN’s board classifies 12 of 14 directors as independent under Nasdaq rules; Arthur is among the independent directors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Long Ridge Realty Appraisal Services | Owner; Real Estate Appraiser | ~32 years | Real estate valuation experience in bank footprint |
| Various real estate roles | Realtor, Broker/Owner, Landlord | ~40 years | Transactional and property market expertise |
| Muncy Columbia Financial Corporation / Journey Bank | Director | Since 2007 | Governance, risk oversight, credit oversight |
External Roles
No other public company directorships disclosed for Arthur in the 2025 proxy .
Board Governance
- Committee leadership: Chair, Journey Bank Risk Committee (oversight of enterprise risk; met 4 times in 2024) .
- Committee membership: Journey Bank Loan Committee (credit risk oversight; met 12 times in 2024) .
- Audit Committee: Not listed as a member; the committee met 4 times in 2024 and comprises independent directors (chair Wenner; Hager designated “financial expert”) .
- Independence: Board deems all directors except the CEO (Diehl) and chairman (Glunk) independent under Nasdaq rules; Arthur is independent .
- Attendance: Company and Journey Bank boards each held 13 meetings in 2024; every director attended at least 75% of aggregate board and committee meetings; all directors attended the 2024 annual meeting .
- Board leadership: Independent Lead Director is Bonnie M. Tompkins, with defined responsibilities for independent oversight and shareholder engagement .
Fixed Compensation
| Director Compensation Structure | 2024 | 2025 |
|---|---|---|
| Monthly retainer | $1,550 | $1,612 |
| Monthly board fee | $700 | $728 |
| Committee meeting fee (per meeting) | $350 | $364 |
| Special meeting fee (per meeting) | $450 | $468 |
| Committee Chair fee (per meeting, in lieu of standard) | $600 | $624 |
| Audit Committee Chair annual fee (monthly installments) | $12,000 ($1,000/mo) | $12,480 ($1,040/mo) |
| Lead Independent Director annual fee | $6,600 ($550/mo) | Not separately restated for 2025; 2024 shown |
| Director | 2024 Director’s Fees | All Other Compensation | Total |
|---|---|---|---|
| Todd M. Arthur | $37,250 | — | $37,250 |
- Deferred director fee plans exist; participating directors named do not include Arthur (participants: Brewington, Kile, McMichael in 2003 plan; Brewington, Keenan, Kile, Wenner, Klingerman in 2009 plan) .
Equity Ownership
| Holder | Shares Beneficially Owned | Notes | Percent of Ownership |
|---|---|---|---|
| Todd M. Arthur | 25,715 | Includes 1,432 shares held by spouse | <1% (proxy indicates less than 1% unless otherwise stated) |
- Shares pledged: No pledges disclosed for Arthur; pledging noted for another director (McMichael, 3,108 shares) indicating the proxy reports pledges when present .
- Anti‑hedging: Insider Trading Policy prohibits directors and officers from hedging Company stock via derivatives or similar instruments .
- Group ownership: All directors and named executive officers (16 persons) collectively own 318,699 shares (9.02%) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Arthur .
- Interlocks: None disclosed; any related transactions require approval by disinterested directors and must be on ordinary‑course terms .
Expertise & Qualifications
- Four decades of real estate and appraisal expertise in Journey Bank’s markets, providing domain knowledge relevant to collateral valuation, credit underwriting, and market dynamics .
- Risk oversight experience as chair of the bank’s Risk Committee; active engagement in credit oversight via Loan Committee service .
Potential Conflicts & Related‑Party Exposure
- Banking relationships: Journey Bank provides services and extends credit to directors/families/affiliates under Regulation O; all such loans in 2024 were ordinary‑course, on market terms, and none were non‑accrual/past due/TDR .
- Related‑party policy: Non‑ordinary‑course transactions with directors or their controlled entities require approval by a majority of disinterested directors and must be on comparable customer terms .
- Profession intersection: Arthur’s appraisal business operates in domains relevant to bank lending; no related‑party transactions with Arthur are disclosed in the proxy .
Governance Assessment
- Positives: Independent status; chairing Risk Committee and serving on Loan Committee indicate active oversight of key risk areas; strong meeting attendance; anti‑hedging policy enhances alignment; no share pledging disclosed for Arthur .
- Watch items: Director compensation is cash‑heavy with no equity component, which may limit direct performance alignment vs. peers that grant equity; the proxy does not disclose director stock ownership guideline requirements, suggesting limited formal ownership policy transparency .
- Conflict controls: Regulation O compliance and disinterested‑director approvals mitigate related‑party and professional intersection risks; continued monitoring advisable for any appraisal or real‑estate transactions involving Arthur‑affiliated entities .