Blair T. Rush
About Blair T. Rush
Blair T. Rush is Executive Vice President and Southeast Region President at Citizens & Northern Bank, serving in the EVP role since February 2021 and as Southeast Region President since July 2020. He is 63 years old and holds a B.S. in Business Administration from Delaware Valley College and completed the Pennsylvania Bankers Association’s Central Atlantic Advanced School of Banking . Compensation is tied to corporate earnings performance versus a peer group and bank KPIs (deposits, net interest income, noninterest income, wealth revenue, efficiency ratio); in 2024, corporate performance scored 126% of target and Rush’s short‑term incentive payout totaled 26.6% of base salary, reflecting above‑target corporate performance and KPI achievements . Long‑term incentives include time‑based RSAs and performance‑based PRSAs with annual vesting over three years; PRSAs for awards granted in 2022–2024 met the 2024 performance conditions and vested accordingly .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens & Northern Bank | EVP and Southeast Region President | EVP since Feb 2021; Region President since Jul 2020 | Regional leadership following Covenant Bank acquisition integration |
| Covenant Bank | President & COO | Apr 2016 – Jul 2020 | Led operations prior to integration into C&N |
| National Penn Bank | Eastern Region President | From Feb 2003 (post acquisition of FirstService Bank) | Regional P&L leadership after FirstService acquisition |
| FirstService Bank | Executive Vice President, founding officer | Pre‑Feb 2003 | Built de novo bank, later acquired by National Penn |
| CoreStates; Bucks County Bank | Vice President | Not disclosed | Early career roles in lending/operations |
External Roles
No public company directorships or external board roles disclosed for Rush in the proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base salary ($) | 289,000 | 295,000 | 303,850 |
| Discretionary “holiday” bonus ($) | 500 | 500 | 500 |
| All other compensation ($) | 51,024 | 53,222 | 45,467 |
All other compensation includes employer contributions to ESOP and 401(k), group term life and long-term disability premiums, dividends on restricted stock, and perquisites; Rush’s perquisites totaled $13,187 in 2022, $13,787 in 2023, and $14,763 in 2024 (primarily auto, cell phone, club memberships) .
Performance Compensation
Short‑Term Incentive (Cash) – 2024 Structure and Outcomes
| Metric | Weighting | Target | Actual | Payout (% of base) | Vesting |
|---|---|---|---|---|---|
| Corporate earnings vs peer group | 45% | 100% | 126% | 14.2% | Immediate (cash) |
| Annual avg deposits (ex‑brokered) | 11.25% | $2.010B | $1.996B | 1.5% | Immediate (cash) |
| Net interest income (FTE) | 5.625% | $82.0M | $79.9M | 1.0% | Immediate (cash) |
| Noninterest income (ex‑wealth) | 5.625% | $17.6M | $18.7M | 2.3% | Immediate (cash) |
| Total wealth management revenue | 11.25% | $10.0M | $10.5M | 4.1% | Immediate (cash) |
| Efficiency ratio | 11.25% | 65.00% | 68.04% | 1.1% | Immediate (cash) |
| Individual performance | 10% | — | — | 2.5% | Immediate (cash) |
| Total payout | 100% | — | — | 26.6% | — |
Rush’s non‑equity incentive plan compensation was $80,781 in 2024, $44,065 in 2023, and $20,000 in 2022, consistent with the payout mechanics and performance levels .
Long‑Term Incentives (Equity) – Grants and Vesting
| Grant Type | Grant Date | Shares | Grant‑date fair value ($) | LTI % of base salary | Vesting |
|---|---|---|---|---|---|
| RSA (time‑based) | 1/31/2024 | 1,379 | 29,490 | 10% of 2023 salary | 1/3 annually over 3 years |
| PRSA (performance‑based) | 2/20/2024 | 1,536 | 29,491 | 10% of 2023 salary | 1/3 annually over 3 years, subject to performance |
Performance metrics for PRSAs: For 2024 awards, 50% based on (PPNR‑NCOs)/Average Equity and 50% on (PPNR‑NCOs)/Average Assets; minimum vesting requirements are 35th percentile for equity measure and 65th percentile for assets measure versus peer group. 2024 results met thresholds: (PPNR‑NCOs)/Avg Equity 12.01% vs peer 10.34%; (PPNR‑NCOs)/Avg Assets 1.22% vs peer 1.14%, leading to vesting of potential PRSA shares for 2022–2024 grants in the 2024 assessment . Shares vested for Rush in 2024 totaled 2,036 with value realized of $42,125 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 5, 2025) | 30,045 shares; less than 1% of class; no outstanding stock options for any NEO |
| Unvested equity (12/31/2024) | 5,374 shares; market value $99,956 |
| Stock ownership guidelines | EVP must own stock equal to 1x prior year base salary; compliance deadline 5 years; measured at June 30 each year |
| Compliance status | All directors and NEOs meet minimums or are within 5‑year window |
| Hedging/pledging | Anti‑hedging policy prohibits derivatives and hedging transactions; no pledging disclosure noted |
Employment Terms
- Agreement effective July 1, 2020; extended through June 30, 2025; auto‑extends 12 months unless either party gives written non‑renewal notice ≥90 days before renewal date .
- Non‑competition and non‑solicitation covenants apply for 12 months post‑termination within 35 miles of any corporate or bank office; includes nondisclosure and mutual non‑disparagement .
- “Good reason” termination right with notice and 30‑day cure period; lump‑sum severance equals highest salary + highest bonus/incentive of prior 3 years (+ highest stock incentive value for certain NEOs), multiplied by predetermined factor; continuation of welfare benefits or cash equivalent .
- Multiples and benefits continuation period for Rush: 1.5x after change‑in‑control; 1.0x absent change‑in‑control; 1 year benefits continuation in both cases .
- Illustrative potential payments (as of 12/31/2024):
- Termination without cause/good reason before CIC: Cash $385,131; health/welfare $15,827 .
- Termination without cause/good reason upon/after CIC: Cash $577,697; health/welfare $15,827; restricted stock acceleration $99,956 .
- Death benefit (split‑dollar life insurance programs): $659,060 .
- Perquisites: auto allowance/use; country club membership; expenses and paid vacation per policy .
- Clawback: executive compensation recoupment policy aligned with Nasdaq listing standards for restatements .
- Tax gross‑ups: none; 280G “best‑net” cutback applies .
Compensation Structure Notes
| Component | 2022 ($) | 2023 ($) | 2024 ($) |
|---|---|---|---|
| Stock awards | 83,491 | 47,634 | 58,981 |
| Non‑equity incentive plan | 20,000 | 44,065 | 80,781 |
| Total compensation | 444,015 | 440,421 | 489,579 |
Program design: base salary increases of ~3–5% in 2024; LTI for Rush at 20% of prior year base salary, split 50% RSA/50% PRSA, with three‑year annual vesting; short‑term corporate component paid at 126% of target based on (PPNR‑NCOs)/Average Equity; KPIs and individual performance rounded out cash incentives .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval: approximately 82% of votes cast approved NEO compensation; program retained without modifications following vote .
Investment Implications
- Pay‑for‑performance alignment: Rush’s STI formula tightly links payout to relative profitability and operating KPIs; 2024 payout above target driven by strong corporate earnings vs peer group, though efficiency ratio missed the 65% target, moderating payout contribution from that metric . The clawback policy and absence of tax gross‑ups are governance‑friendly .
- Retention and change‑in‑control risk: One‑year non‑compete/non‑solicit suggests moderate post‑termination restrictions; severance economics are constrained (1.0x/1.5x), limiting windfall risk but offering retention stability around a CIC .
- Selling pressure from vesting: Unvested 5,374 shares and three‑year annual vesting cadence for RSAs/PRSAs, with 2,036 shares vesting in 2024, set up continued incremental supply; monitor Form 4 filings for sales as restrictions lapse .
- Ownership alignment: 30,045 shares owned with EVP ownership guideline at 1x salary and anti‑hedging policy enhance alignment; no stock options outstanding and no pledging disclosure reduces leverage‑related misalignment risks .