Alexander Balagour
About Alexander Balagour
Executive Vice President and Chief Information Officer (CIO) of Citizens & Northern Bank since May 2021; age 48 as of the April 24, 2025 annual meeting. Prior roles include CIO at Customers Bank (Reading, PA). Education: B.S. Computer Science (Arcadia University; Sigma Zeta Award), Executive Masters in Technology Management (Wharton School and UPenn School of Engineering) .
Company performance during his tenure: FY2024 net income rose to $25.958M from $24.148M in 2023; ROAA 1.00% (vs 0.98%), ROAE 9.76% (vs 9.72%) . 2024 short‑term incentive corporate metric ((PPNR−NCOs)/Average Equity) ranked at the 63rd percentile vs peers, driving a 126% of target corporate payout . Five‑year TSR index declined to 85.52 at 12/31/2024 (from 100 baseline on 12/31/2019) while net income was $25.958M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens & Northern Bank | EVP & Chief Information Officer | 2021–present | Led digital/tech transformation including AWS cloud migration, Snowflake data warehouse, Qlik analytics, Salesforce FSC workflow; focus on integrating best-in-class SaaS to improve customer experience and agility . |
| Customers Bank | Chief Information Officer | pre‑2021 | Led transformation of sales and lending technology, data analytics, and customer experience . |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
- Not disclosed for Balagour; he is not a Named Executive Officer (NEO), and his base salary and cash compensation are not included in the Executive Compensation Tables of the 2025 proxy .
Performance Compensation
Program structure applicable to EVPs (including CIO):
- Short‑Term Incentive (STI): Corporate component based on relative (PPNR−NCOs)/Average Equity vs a defined peer group; 2024 corporate payout equaled 126% of target at the 63rd percentile. Additional KPIs (deposits ex‑brokered, FTE net interest income, noninterest income ex‑WM, wealth revenue, efficiency) and individual performance modifiers are used; awards paid in cash .
- Long‑Term Incentive (LTI): Mix of time‑based Restricted Stock Awards (RSAs) and performance‑based RSAs (PRSAs) with three-year, ratable vesting. PRSA vesting each year requires: ≥35th percentile on (PPNR−NCOs)/Average Equity and ≥65th percentile on (PPNR−NCOs)/Average Assets vs peers for that year’s measurement period .
| Metric/Instrument | Weighting (CIO) | Target | Actual (2024) | Payout | Vesting/Notes |
|---|---|---|---|---|---|
| Corporate earnings performance: (PPNR−NCOs)/Avg Equity vs peer median | Not disclosed for CIO | 50th percentile | 63rd percentile; CZNC 12.01% vs peer median 10.94% | Corporate component paid 126% of target | Drives STI cash payout level . |
| KPIs (Deposits ex‑brokered; FTE NII; Noninterest income ex‑WM; Wealth management revenue; Efficiency ratio) | Not disclosed for CIO | 100% of budget for each KPI | Varied: e.g., NII 97.5% of target; WM revenue 105.4%; Eff. Ratio 68.04% vs 65% target | KPI portions paid per plan scales | STI cash; KRIs gate eligibility . |
| Time‑based RSAs | Company standard | N/A | N/A | N/A | Vest 1/3 annually over 3 years . |
| Performance‑based RSAs | Company standard | ≥35th pct (Equity) and ≥65th pct (Assets) | 2024 thresholds met on both dimensions | Vested for 2024 tranche | 1/3 annually subject to yearly performance vs peers . |
The 2025 proxy discloses STI/LTI plan design and outcomes for NEOs; role‑specific target weights for the CIO are not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Initial beneficial ownership | Form 3 filed 05/11/2021 reported no securities beneficially owned at start date (May 10, 2021) . |
| Current beneficial ownership | Not individually disclosed in 2025 proxy tables (Balagour is not listed among named individuals); group total for all directors and executive officers: 694,812 shares (4.49%) . |
| Ownership guideline | EVP requirement: beneficially own CZNC common stock equal to 1× prior year base salary; compliance window 5 years from appointment . |
| Anti‑hedging/pledging | Anti‑hedging policy prohibits derivatives and similar hedging transactions; pledging not specifically addressed in the proxy . |
| Clawback | Executive compensation recoupment policy applies to bonuses and equity awards in event of a restatement; aligned with Nasdaq standards . |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Agreement executed April 6, 2021; effective May 10, 2021, between Citizens & Northern Corporation, Citizens & Northern Bank, and Alexander Balagour as EVP & CIO . |
| Duties | Supervision and control over enterprise IT systems supporting bank operations; other powers/duties as prescribed by CEO/Board consistent with position . |
| Term/renewal | Not disclosed in available excerpt of the 2021 agreement . |
| Non‑compete / non‑solicit | Company employment agreements contain nondisclosure and mutual non‑disparagement; non‑compete/non‑solicit apply post‑termination (durations disclosed only for specific NEOs in proxy: e.g., 24 months for CEO/CFO, 18 or 12 months for others). CIO‑specific duration not disclosed in proxy . |
| Severance / change‑of‑control | Not disclosed for CIO in the 2025 proxy. For reference, other NEOs have lump‑sum formulas and multipliers (e.g., CEO 2.99× upon CoC; other roles 1.5×–2.99×), with benefits continuation; CIO not listed among those summaries . |
| Stock ownership policy (EVP) | 1× salary within 5 years . |
Performance & Track Record
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Net Income ($) | 19,222,000 | 30,554,000 | 26,618,000 | 24,148,000 | 25,958,000 |
| (PPNR−NCOs)/Avg Equity | 12.77% | 13.59% | 13.86% | 13.13% | 12.34% |
| TSR (Value of $100 from 12/31/2019) | 74.23 | 102.47 | 93.91 | 97.39 | 85.52 |
- Technology/digital execution under CIO remit: cloud migration to AWS, Snowflake data warehouse, Qlik analytics apps, Salesforce Financial Services Cloud in production with estimated 260+ hours/month labor savings, and broader digital integrations to enhance customer experience .
Compensation Structure Analysis
- Increased at‑risk pay linkage: 2024 STI corporate component paid 126% of target due to 63rd percentile (PPNR−NCOs)/Average Equity performance; PRSA tranches vested across 2022–2024 awards as profitability thresholds were met, reinforcing performance orientation .
- Mix shift and risk controls: LTI delivered via restricted stock (time‑ and performance‑based) with annual tranche testing vs peers; clawback and KRIs gating STI KPI payouts reduce excessive risk-taking .
- Peer benchmarking: Compensation decisions and peer groups are reviewed with independent consultant Pearl Meyer; custom Mid‑Atlantic peer group of 20 banks used for benchmarking .
Risk Indicators & Red Flags
- Related‑party transactions: None requiring disclosure in 2024 .
- Anti‑hedging/clawback: Policies in place (alignment positive) .
- Tax gross‑ups: None provided in NEO agreements (shareholder‑friendly) .
- Say‑on‑Pay: 82% approval at 2024 meeting (moderate support) .
- Pledging policy: Not specified; absence of disclosure warrants monitoring .
Compensation Peer Group (Benchmarking)
- 2024 peer group includes 20 Mid‑Atlantic community banks (e.g., ACNB, CNB Financial, Mid Penn, Orrstown, Civista, Franklin Financial, etc.) as basis for market practices and relative performance assessments .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay received approximately 82% approval; committee retained pay philosophy and structures, noting fundamental shareholder support .
Expertise & Qualifications
- Technical and leadership credentials: CIO experience at two banks; formal technology management training (Wharton/UPenn), computer science degree with top graduate honor (Sigma Zeta). Role description emphasizes enterprise IT leadership supporting business operations .
Work History & Career Trajectory
- Appointed EVP & CIO at C&N effective May 2021 after CIO role at Customers Bank; featured among “experienced management team” with a multi‑year tech transformation agenda underway at C&N .
Employment Terms (Committee/Consultant Context)
- Compensation oversight by independent Compensation Committee; Pearl Meyer engaged as independent advisor in 2024; CEO succession planning and leadership development within committee purview .
Investment Implications
- Alignment: EVP stock ownership guideline (1× salary within 5 years), anti‑hedging, and clawback policies support shareholder alignment; lack of explicit pledging policy disclosure is a monitoring point .
- Retention risk: Existence of a 2021 employment agreement suggests negotiated protections; CIO‑specific severance/CoC terms are not disclosed—opacity modestly elevates uncertainty vs. NEOs with published multipliers .
- Execution signal: Documented progress on cloud/data/analytics and workflow automation under Balagour’s remit indicates operational momentum; however, multi‑year TSR underperformed the 2019 baseline, warranting focus on translating tech investments to durable TSR improvement .
- Incentive tailwinds: 2024 peer‑relative profitability drove above‑target STI and full PRSA vesting for that measurement year; continued outperformance on (PPNR−NCOs) benchmarks would support ongoing vesting and reduce insider selling pressure tied to unvested equity cliffs .