W. Bruce McMichael, Jr.
About W. Bruce McMichael, Jr.
Independent director at Muncy Columbia Financial Corporation (CCFN); age 65; director since 2006. Licensed Funeral Director since 1984; President of McMichael Funeral Home, Inc. (Benton, PA); previously owner/operator of Kelchner‑McMichael Funeral Home, Inc. (Berwick, PA) from 1985–2003 . Independent under Nasdaq rules; serves on multiple bank oversight committees (Risk, ALCO, Audit) . Each director (including Mr. McMichael) attended at least 75% of board and committee meetings in 2024; all directors then serving attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McMichael Funeral Home, Inc. (Benton, PA) | President; Licensed Funeral Director | 1984–present | Entrepreneurial/operator background valued by board |
| Kelchner‑McMichael Funeral Home, Inc. (Berwick, PA) | Owner/Operator | 1985–2003 | Small business operator; perspective cited in proxy |
External Roles
- No other public company directorships disclosed; biography reflects private business ownership (funeral services) .
Board Governance
- Independence: Independent; board determined all directors except Messrs. Diehl and Glunk are independent (12 of 14; 86%) .
- Attendance: Board and Bank boards each met 13 times in 2024; each director attended ≥75% of aggregate board/committee meetings; all directors then serving attended the 2024 annual meeting .
- Lead Independent Director: Bonnie M. Tompkins; not Mr. McMichael .
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Risk Committee (Journey Bank) | Member | 4 | Oversees enterprise risk; chaired by Todd M. Arthur; members include McMichael, Klingerman, Langdon, Shannon, Tompkins |
| ALCO (Asset/Liability) Committee (Journey Bank) | Member | 4 | Manages interest rate/liquidity risk; chaired by Robert P. Hager; members include McMichael, Langdon, Shannon, Tasselli, Williams |
| Audit Committee (CCFN) | Member | 4 | Oversees external audit; chaired by Edwin A. Wenner; members include McMichael; Hager designated “financial expert” |
Fixed Compensation
| Component | FY 2024 | FY 2025 | Notes |
|---|---|---|---|
| Monthly Retainer (Directors) | $1,550 | $1,612 | Per director |
| Monthly Board Fee | $700 | $728 | Per director |
| Committee Meeting Fee | $350 | $364 | Per meeting |
| Special Meeting Fee | $450 | $468 | Per meeting |
| Committee Chair Fee (per meeting, in lieu of standard) | $600 | $624 | Except Audit Chair |
| Audit Committee Chair (annual) | $12,000 | $12,480 | Paid monthly ($1,000 → $1,040) |
| Lead Independent Director (annual) | $6,600 | $6,600 (not restated) | Paid monthly ($550) |
| Chairman’s Fee (annual; Mr. Glunk) | — | $75,000 | Approved upon retirement from senior management |
| Mr. McMichael – Director Compensation | FY 2024 |
|---|---|
| Director’s Fees (cash) | $35,100 |
| All Other Compensation (interest under deferred fee plan) | $617 |
| Total | $35,717 |
- Deferred director fee plan participation (2003 plan): accrued balance $68,840 at 12/31/2024; 2024 interest earned/accrued $617 .
Performance Compensation
- Equity awards: None disclosed for directors; compensation table shows fees and deferred fee interest only; no RSUs, PSUs, or options listed .
- Stock‑based incentive plans: Company states it does not currently have any stock‑based incentive plans (affects executives; no director equity plan shown) .
| Metric | FY 2024 | Plan Details |
|---|---|---|
| RSUs Granted (Directors) | None disclosed | No stock‑based director grants shown |
| Options Granted (Directors) | None disclosed | No options listed |
| Performance Metrics (Directors) | None disclosed | No TSR/EBITDA/revenue metrics tied to director pay |
| Clawback/Anti‑Hedging | Anti‑hedging policy prohibits hedging transactions by directors/officers | Policy coverage stated |
Other Directorships & Interlocks
- No other public company boards disclosed for Mr. McMichael .
- Related party/ordinary course banking relationships with directors subject to Regulation O; all loans in 2024 complied with Regulation O and were on market terms; not past due/non‑accrual .
- Transactions outside ordinary course require approval by disinterested directors and confirmation of arm’s‑length terms .
Expertise & Qualifications
- Licensed Funeral Director; long‑tenured local business owner/operator (McMichael Funeral Home); entrepreneurial perspective valued by board .
- Service on bank oversight committees (Risk, ALCO, Audit) indicates engagement in core risk/governance processes .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Pledged Shares | Notes |
|---|---|---|---|---|
| W. Bruce McMichael, Jr. | 5,179 | <1% | 3,108 | Shares pledged as collateral to secure loans from Journey Bank (RED FLAG) |
- Group ownership: All directors and named executive officers as a group (16 persons) hold 318,699 shares (9.02%) .
- Insider trading/hedging: Company’s Insider Trading Policy prohibits hedging transactions by directors and officers .
Governance Assessment
- Committee assignments and engagement: Active member of Audit, Risk, and ALCO committees—core risk and oversight forums; met 4 times each in 2024, indicating ongoing engagement .
- Independence and attendance: Independent director; met the ≥75% attendance threshold; attended annual meeting—baseline governance standards met .
- Compensation and alignment: Director pay is predominantly fixed cash (fees); no equity grants or performance‑linked components for directors—limits pay‑for‑performance alignment but consistent with small bank director practices .
- Conflicts/RED FLAGS: Shares pledged as collateral (3,108) to Journey Bank loans—pledging reduces alignment and introduces counterparty/forced‑sale risk; while loans to directors adhered to Regulation O and were on market terms, pledging is a notable governance red flag for investor confidence .
- Policies: Anti‑hedging policy is shareholder‑friendly; director nominations overseen by full board (no formal Nominating Committee), reflecting small‑company practice but concentrates selection influence in management/board leadership .
Key Implications: Mr. McMichael is a long‑serving independent director with consistent committee participation in risk and financial oversight. The absence of director equity grants limits direct ownership‑based alignment, and the pledging of a majority of his reported holdings is a material red flag that can undermine alignment and elevate governance risk during stress scenarios .