Frank G. Pellegrino
About Frank G. Pellegrino
Independent director of Citizens & Northern Corporation since 2016; age 61 as of the April 24, 2025 annual meeting. Former EVP of Sales & Marketing and a founder of Primus Technologies (more than 25 years of executive leadership) and current Owner/Developer at Carlton Associates, LLC. Education: Indiana University of Pennsylvania. CZNC classifies all directors except the CEO as independent under NASDAQ standards; the Board is led by an independent Chair (Terry L. Lehman).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Primus Technologies Corp. (Williamsport, PA) | Executive Vice President of Sales & Marketing; Founder | 25+ years of executive leadership (former) | Growth and operating leadership experience cited as key qualification |
| Carlton Associates, LLC (Lycoming County, PA) | Owner/Developer | Not disclosed | CEO/Board Chair across multiple manufacturing and service companies in Lycoming, Montour, Centre, Union Counties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Advance Technologies (Middletown, PA) | Director; Audit Committee Chairman | Not disclosed | Highlights audit oversight and financial literacy |
| Various private businesses | CEO or Board Chairman | Not disclosed | Multiple entities across Lycoming, Montour, Centre, Union Counties |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director; all directors except the CEO are independent under NASDAQ standards |
| Board leadership | Independent Chair: Terry L. Lehman |
| Board meetings | 12 meetings of the Corporation Board in 2024; 12 Bank Board meetings; 9 executive sessions of independent directors |
| Attendance | All incumbent directors attended at least 75% of Board and assigned committee meetings in 2024 |
Committee Assignments (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Compensation Committee (Corporation) | Member | 9 meetings |
| Merger & Acquisition Committee (Corporation) | Member | 2 meetings |
| Wealth Management Committee (Bank) | Chair | 4 meetings |
Related policies and oversight: CZNC maintains a clawback policy aligned with Nasdaq standards; anti-hedging policy prohibits directors/officers from hedging company stock. No related person transactions requiring disclosure in 2024; any insider loans are on market terms and did not impair independence determinations.
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Cash fees (retainers/meeting/committee fees) | $58,467 |
| Stock awards (restricted stock) | $21,385 (1,000 shares at $21.385 grant-date value) |
| Total | $79,852 |
- Director fee structure (changes effective May 1, 2024): annual cash retainer increased from $20,000 to $45,000; board meeting per-meeting fees eliminated; committee chair fees (e.g., Risk $8,000; Audit $7,500; Compensation $5,000; All other committees $4,000); per-meeting fees apply only after 5+ meetings per committee post-May 1.
Performance Compensation
| Element | Structure | Detail |
|---|---|---|
| Director equity | Restricted stock under 2023 Equity Plan | Each non-employee director received 1,000 shares; transfer restrictions had not lapsed as of 12/31/2024; no options awarded. Grant-date fair value for 2024 director awards: $21.385/share. |
No performance-conditioned director compensation was disclosed; equity is time-based restricted stock for directors under the 2023 Equity Plan.
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee Roles |
|---|---|---|---|
| Advance Technologies (Middletown, PA) | Not disclosed (appears private) | Director | Audit Committee Chairman |
- No current public company directorships were disclosed for Mr. Pellegrino in the last five years.
Expertise & Qualifications
- Operating expertise: >25 years executive leadership at Primus Technologies; leadership across >12 manufacturing/service companies; current owner/developer at Carlton Associates.
- Governance/financial oversight: Audit Committee Chair at Advance Technologies; active committee work at CZNC including Compensation, Wealth Management (Chair), and M&A.
- Education: Indiana University of Pennsylvania.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class |
|---|---|---|
| Frank G. Pellegrino | 40,960 | <1% (indicated by “*”) |
| All directors & executive officers as a group (22 persons) | 694,812 | 4.49% |
- Ownership guidelines: Independent directors must own stock equal to ≥3x the annual cash retainer (current retainer $45,000) within five years; the company states all directors and NEOs meet the minimum or are within the five-year window. Hedging of company stock is prohibited.
Governance Assessment
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Strengths
- Independent status and independent board leadership; multi-committee engagement including committee chair role (Wealth Management).
- Solid attendance culture (≥75% for all directors); 12 board meetings and 9 executive sessions support board oversight cadence.
- Ownership alignment through meaningful personal holdings (40,960 shares) and stringent stock ownership guidelines (3x retainer) with current compliance; anti-hedging policy in place.
- No related-person transactions requiring disclosure in 2024; insider lending, where applicable, on market terms and assessed not to impair independence.
- Reasonable director pay mix with equity component via restricted stock; use of independent compensation consultant (Pearl Meyer) for director compensation.
-
Potential Risks/Watch Items
- Multiple private business leadership roles can pose potential conflict vectors; however, no related-party transactions were disclosed for 2024. Continued monitoring of related-party disclosures advisable.
- Committee workload balance: simultaneous service on Compensation, M&A, and chairing Wealth Management requires sustained engagement; meeting volumes in 2024 were 9 (Comp), 2 (M&A), 4 (Wealth).
-
Shareholder Sentiment Signals
- Say-on-pay support was ~82% at the 2024 meeting—constructive but with room for engagement focus if trends weaken.
-
Policy Backbone
- Robust clawback aligned with Nasdaq; explicit anti-hedging; director stock ownership requirements; indemnification agreements in place.