Bobbi J. Kilmer
About Bobbi J. Kilmer
Independent director (Class I) of Citizens & Northern Corporation since 2018; age 61 as of the April 24, 2025 annual meeting. Former President & CEO of Claverack Rural Electric Cooperative (2006–Jan 2021) and Co‑President & CEO of C&T Enterprises, Inc.; previously EVP & COO at Claverack. Bachelor of Science from Mansfield University; completed the Bank Director Certification Program. The Board affirms her independence under NASDAQ standards (all directors independent except the CEO) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Claverack Rural Electric Cooperative | President & CEO | 2006 – Jan 2021 | Led utility operations and strategy; executive oversight |
| Claverack Rural Electric Cooperative | EVP & COO | Prior to 2006 (dates not specified) | Operational leadership |
| C&T Enterprises, Inc. (owner of Valley Energy, Wellsboro Electric, Citizens Electric) | Co‑President & CEO | Dates not specified | Oversight of multi-utility holding company |
External Roles
| Organization | Role | Type | Status/Years | Notes |
|---|---|---|---|---|
| Various local/regional organizations | Board member | Non‑profit/community | Current (unspecified) | No public company boards disclosed in past 5 years |
Board Governance
- Committees: Chair, Compensation Committee; Member, Governance & Nominating; Member, Risk Management; Member, Merger & Acquisition (M&A) .
- Committee activity (2024): Compensation met 9x; Governance & Nominating met 5x; Risk Management met 5x; M&A met 2x .
- Independence: Independent under NASDAQ rules; Board determined director loans and contributions did not impair independence .
- Attendance: All incumbent directors attended at least 75% of Board and applicable committee meetings; Board met 12x; Bank Board met 12x; independent directors held 9 executive sessions .
- Leadership: Board chaired by independent director (Terry L. Lehman); executive sessions presided by the Chair .
- Director nomination process and criteria overseen by Governance & Nominating Committee; majority of directors must be independent; stock ownership expectations applicable .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Paid in Cash (Kilmer) | $59,717 | Includes cash retainer, chair retainer (if applicable), attendance fees |
| Stock Awards (Kilmer) | $21,385 | Restricted stock award of 1,000 shares at $21.385 grant-date fair value |
| Total (Kilmer) | $81,102 | Sum of cash + stock awards |
| Compensation Committee Chair Fee | $5,000 | Committee chair fee level (applies to chair role) |
| Cash Retainer (Indep. Directors) | $20,000 → $45,000 | Increased effective May 1, 2024 |
| Per‑Meeting Fees (Board) | $1,000 → $0 | Eliminated after May 1, 2024 |
| Per‑Meeting Fees (Committees, 1–5 mtgs) | $600–$700 → $0 | Eliminated after May 1, 2024 |
| Per‑Meeting Fees (Committees, >5 mtgs) | $600–$700 → same | Retained at $600 (other) / $700 (Audit/Comp) after 5+ meetings |
Notes: No director option awards, non‑equity incentives, pension changes, or deferred comp earnings disclosed for 2024 (columns omitted as not applicable) .
Performance Compensation
| Metric Area | Structure | Disclosed Thresholds/Measures | Applicability to Directors |
|---|---|---|---|
| Director equity awards | Restricted stock awards (RSAs) | 1,000 shares per director; transfer restrictions outstanding at YE2024 | No performance‑based vesting metrics disclosed for directors |
| Options/PSUs | Not disclosed for directors | — | None – columns omitted; no option or non‑equity incentive comp |
No performance metrics (TSR, earnings, ESG) are tied to director compensation in the proxy; equity is time‑based restricted stock for directors .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Kilmer in the last five years |
| Related‑party transactions | None requiring disclosure in 2024; insider loans subject to Reg O and on market terms |
| Independence determination | Board reviewed stock ownership, loans, and contributions; independence not impaired |
Expertise & Qualifications
- Executive leadership in regulated utilities (electric and energy distribution) and operations; financial literacy (Bank Director Certification Program) .
- Governance experience via chairing Compensation Committee and service on Governance & Nominating and Risk Management Committees .
- Education: B.S., Mansfield University .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Bobbi J. Kilmer | 15,432 | <1% (asterisked in proxy) | Beneficial ownership incl. direct/indirect; no stock options outstanding |
| Directors’ 2023 restricted stock | 1,000 shares (per director) | — | Transfer restrictions not yet lapsed; year‑end value $18,600 based on 12/31/2024 close |
| Shares outstanding (for meeting) | 15,467,390 | — | Reference for ownership context as of record date |
Stock ownership guidelines: Independent directors must hold ≥3× the annual cash retainer (currently $45,000 → $135,000 minimum FMV), with 5 years to comply; present disclosure states all directors/NFOs meet requirements or are <5 years in role .
Governance Assessment
- Strengths: Independent director with multi‑industry executive experience; chairs a key committee (Compensation) overseeing executive pay, succession planning, and leadership development; active on Governance & Nominating and Risk Management; attendance threshold met; independent Board chair and regular executive sessions support oversight quality .
- Alignment: Receives annual restricted stock (1,000 shares), subject to transfer restrictions; director ownership guidelines enforced (≥3× cash retainer) and compliance reported as met, supporting skin‑in‑the‑game .
- Compensation structure signals: In 2024, cash retainer increased (from $20,000 to $45,000) and most per‑meeting fees were eliminated, increasing guaranteed cash; committee chair fees maintained (Comp $5,000). This shifts pay mix toward fixed compensation for directors .
- Conflicts/related party: No related person transactions requiring disclosure; insider loans under Reg O on market terms; Board expressly reviewed these in determining independence .
- Policies: Anti‑hedging policy prohibits hedging by directors and officers; pledging policy not explicitly addressed in the proxy. Stock ownership requirements and anti‑hedging support long‑term alignment .
RED FLAGS / Watch items
- Shift toward fixed cash (higher retainer; reduced meeting fees) may reduce sensitivity of director compensation to workload intensity—monitor engagement and committee activity to ensure accountability .
- No explicit anti‑pledging language in the proxy; continue to monitor for any pledging disclosures in future filings .
- As Compensation Committee Chair, oversight of CEO succession and pay design is critical; investors should track the committee’s use of independent advisors and responses to Say‑on‑Pay outcomes (proposal presented; results post‑meeting via 8‑K) .