Aaron K. Singer
About Aaron K. Singer
Aaron K. Singer, age 53, has served as an independent director of Citizens & Northern Corporation since 2017. He is President & Chief Executive Officer of MetalKraft Industries Inc. (Wellsboro, PA) since 2000 and completed the Bank Director Certification Program. He holds a Bachelor of Science degree from Shippensburg University. These credentials position him as an experienced operator with local-market knowledge and governance training.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MetalKraft Industries Inc. | President & Chief Executive Officer | 2000–present | Executive leadership; manufacturing operations (experience cited for board qualification) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various local organizations (unspecified) | Director/Board Member | Not disclosed | Company states service on boards of local community organizations; no public company directorships disclosed |
Board Governance
- Independence: The board determined all directors and nominees, except the CEO (J. Bradley Scovill), were independent under NASDAQ standards; Singer is independent.
- Attendance: In 2024, the Corporation’s board met 12 times; the Bank’s board met 12 times; independent directors held nine executive sessions; all incumbent directors attended at least 75% or more of board and committee meetings.
- Board leadership: Independent Chair (Terry L. Lehman) presides over board, executive sessions, and communicates independent directors’ concerns to the CEO.
| Committee | Role | Chair | 2024 Meetings | Notes |
|---|---|---|---|---|
| Audit Committee (Corp.) | Member | Stephen M. Dorwart | 7 | Singer also appears on the Audit Committee Report; all members independent. |
| Governance & Nominating Committee (Corp.) | Member | Susan E. Hartley | 5 | Oversees director selection, committee composition, succession for Board/committee chairs. |
| Risk Management Committee (Corp.) | Member | Terry L. Lehman | 5 | Enterprise risk oversight; ALCO merged into Risk as of Apr 24, 2024. |
| Information Technology Committee (Bank) | Chair | Aaron K. Singer | 1 | Oversight of technology strategy, cybersecurity; merged into Risk Committee as of Apr 24, 2024. |
Fixed Compensation
| Component | Amount (2024) | Detail |
|---|---|---|
| Fees earned or paid in cash | $54,500 | Includes annual cash retainer, any chair retainer, and attendance fees; fee schedule changed effective May 1, 2024. |
| Stock awards (restricted) | $21,385 | Annual director grant of 1,000 shares; grant date fair value $21.385 per share (Jan 31, 2024). |
| Total | $75,885 | 2024 director compensation total. |
Fee schedule highlights (for independent directors in 2024):
- Cash retainer increased from $20,000 (Jan 1–Apr 30) to $45,000 (May 1–Dec 31); committee chair fees: Risk $8,000, Audit $7,500, Compensation $5,000, Other committees $4,000; board per‑meeting fees eliminated after May 1; committee meeting fees apply after five or more meetings.
Performance Compensation
| Metric/Structure | Status | Notes |
|---|---|---|
| Performance-based director pay | Not disclosed/none | Director equity grants are restricted stock; no director performance metrics disclosed. |
| Clawback policy | In place (executives) | Executive clawback aligned with Nasdaq; no separate director clawback disclosed. |
Other Directorships & Interlocks
| Company/Entity | Role | Public Company? | Interlocks/Transactions |
|---|---|---|---|
| Public company boards | None disclosed | No | No public directorships disclosed in prior five years. |
| Local community organizations (unspecified) | Director/Board Member | No | No related-person transactions requiring disclosure for 2024. |
Expertise & Qualifications
- Executive operator (CEO of MetalKraft since 2000), bringing business leadership and local-market perspective valued by the board.
- Bank Director Certification Program completed, signaling governance training across audit, compensation, risk, and regulatory topics.
- Committee breadth (Audit, Governance & Nominating, Risk) and prior chair role over Information Technology Committee (cyber/IT oversight) indicate broad governance engagement.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Aaron K. Singer | 13,011 | 0.084% | Less than 1%; % computed from 13,011 shares vs. 15,467,390 shares outstanding as of Feb 5, 2025. |
| Director restricted shares (Singer) | 1,000 (unvested) | n/a | Each non‑employee director held 1,000 shares with transfer restrictions outstanding at Dec 31, 2024 (value $18,600 at 12/31/24 close). |
Stock ownership alignment:
- Directors must own stock worth ≥3× annual independent director cash retainer ($45,000), with five years to comply; all directors/NEOs presently meet requirements or are within five years of appointment.
- Anti‑hedging policy prohibits hedging/derivative strategies on CZNC stock by directors and officers.
Governance Assessment
- Engagement and effectiveness: Singer serves on key oversight committees (Audit, Governance & Nominating, Risk) with prior chairship over IT/cyber, supporting board breadth across financial reporting, director pipeline, and enterprise risk. Attendance thresholds were met at board and committees in 2024, and independent directors held nine executive sessions.
- Independence & conflicts: Board affirmed independence for all directors except the CEO; 2024 contained no related‑person transactions requiring disclosure; any director loans are in ordinary course on market terms per Regulation O.
- Compensation & alignment: Director pay is modest with an increased cash retainer and a standardized restricted stock grant (1,000 shares). Ownership guidelines and anti‑hedging policy reinforce alignment; Singer’s beneficial stake is small but consistent with community bank norms and guideline compliance.
- Shareholder signals: Say‑on‑pay support was ~82% at the 2024 meeting, suggesting general investor acceptance of pay practices and governance.
- Red flags: None disclosed for Singer regarding low attendance, related‑party exposure, pledging/hedging, or legal proceedings. Director options are not outstanding, and no director performance incentives that could misalign risk were disclosed.
Overall, Singer’s committee mix (including audit and risk) and prior IT chair role point to constructive contribution to board oversight, with no disclosed conflicts or attendance issues that would undermine investor confidence.