Robert W. Chappell
About Robert W. Chappell
Independent director since 2006; age 58; attorney and owner/operator of the Law Office of Robert W. Chappell, Esq. (Rome, PA); previously partner at the Law Offices of van der Hiel, Chappell and Loomis. Serves as Chairman of the Compensation/Human Resource Committee and member of the Governance & Nominating Committee; identified as independent under Nasdaq listing standards. Tenure noted at ~18 years in the Board Skills Matrix.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Law Offices of van der Hiel, Chappell and Loomis | Partner | “30 years” legal expertise referenced | Legal counsel and law office operations provide valuable insight to Board |
| Citizens Financial Services, Inc. (CZFS) | Director | Since 2006 | Compensation/Human Resource Committee Chair; Governance & Nominating Committee member |
External Roles
| Organization | Role | Location | Notes |
|---|---|---|---|
| Law Office of Robert W. Chappell, Esq. | Attorney; Owner/Operator | Rome, Pennsylvania | Legal and business experience informs governance oversight |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under Nasdaq standards (non-employee); Board independence affirmed except for three insiders (Black, Richards, Jones) |
| Committee Assignments | Compensation/Human Resource Committee – Chair; Governance & Nominating Committee – Member |
| Committee Meetings (2024) | Compensation/Human Resource Committee: 10; Governance & Nominating Committee: 8; Audit & Examination Committee: 6 (Chappell not listed as a member) |
| Attendance | Each director attended at least 83% of Board and committee meetings on which they served in 2024; all 12 directors attended the 2024 Annual Meeting |
| Board Structure | Separate Chair and CEO roles; Lead Independent Director (Rinaldo DePaola); 4 executive sessions and 2 independent-only meetings in 2024 |
Fixed Compensation
| Component (2024) | Amount/Structure |
|---|---|
| Fees Earned or Paid in Cash (Chappell) | $42,385 |
| All Other Compensation (Chappell) | $398 (life insurance and holiday gifts) |
| Annual Retainer | $26,375 (pro-rated $17,838 for mid-year appointees; not applicable to Chappell) |
| Board Meeting/Training Fee | $675 per meeting/session |
| Committee Meeting Fee | $350 monthly fee |
| Committee Chair Retainer | $2,400 annual retainer (applies to Compensation/Human Resource Committee chair role) |
| Board Conference Call Fee | $185 per call |
| Regional Board Meeting Fee | $225 per meeting |
| Deferred Compensation Plan | Directors may elect to defer fees; Chappell is a participant |
Performance Compensation
| Grant Date | Shares Granted (Chappell) | Price per Share | Grant Date Fair Value |
|---|---|---|---|
| Mar 18, 2024 | 98 | $47.04 | $4,610 |
| Jun 18, 2024 | 107 | $42.92 | $4,594 |
| Sep 17, 2024 | 94 | $49.19 | $4,622 |
| Dec 16, 2024 | 66 | $69.47 | $4,585 |
| Total 2024 Director Stock Awards | 365 (fully vested) | — | $18,411 |
| Performance Metrics tied to Director Compensation | Disclosure |
|---|---|
| Metrics/Targets | None disclosed; director equity grants are fully vested quarterly awards under the 2016 Equity Incentive Plan (not performance-conditioned) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Other public company boards | None disclosed for Chappell in the proxy biography |
| Interlocks/Shared directorships | Not disclosed for Chappell |
Expertise & Qualifications
- CEO/Business Head experience; Business skills and knowledge; M&A; Sales & Marketing; Legal/Legislative/Regulatory; Ag Experience/Agri-Business Experience per Board Skills Matrix.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Pledged Shares | Notes |
|---|---|---|---|---|
| Robert W. Chappell | 11,836 | <1% (company disclosure) ; 4,759,471 shares outstanding at record date | None indicated for Chappell | Ownership counted as sole/joint per beneficial ownership definitions |
| Ownership Guidelines | Status |
|---|---|
| Directors must beneficially own ≥ the greater of 3x prior year cash retainer (value-based at Dec 31 price) or 1,000 unencumbered shares | Chappell’s 11,836 shares exceed the 1,000-share minimum guideline |
| Hedging/Pledging | Policy |
|---|---|
| Hedging | Prohibited for directors, officers, employees |
| Pledging | Not indicated for Chappell (pledged shares disclosed for certain other directors separately) |
Governance Assessment
- Committee leadership: As Compensation/Human Resource Committee Chair, Chappell oversees pay design and consultant engagement; the company retained Blanchard Consulting Group in 2024 and used multiple salary surveys and a defined peer group for decisions.
- Say-on-Pay signal: 2024 approval was ~67% of votes cast—below typical community bank norms—indicating investor concerns and elevating scrutiny of compensation oversight under Chappell’s chairmanship.
- Independence and engagement: Independent director; attended at least 83% of meetings; Board held executive and independent director sessions; strong governance hygiene on paper.
- Ownership alignment: Holds 11,836 shares; meets stock ownership guideline minimum; no pledging indicated; hedging prohibited—positive alignment.
- Potential conflicts: The bank considered director loans/lines of credit (including to Chappell) in independence review; policy requires loans on market terms with board-level approvals for thresholds, mitigating related-party risk.
- Compliance: Section 16 reporting exceptions noted only for another director (Landy); none indicated for Chappell.
- Director compensation structure: Mix of cash fees and fully-vested stock grants; absence of performance-conditioned director equity could be viewed as lower “pay-for-performance” sensitivity for board members, though common for community banks.
RED FLAGS: Subpar say-on-pay support (67%) under the Compensation Committee’s purview; existence of director borrowing relationships requires continued monitoring—even if policy-compliant—to avoid perceived conflicts.