Glenn R. James
About Glenn R. James
Glenn R. James, Esq. is Executive Vice President, General Counsel and Corporate Secretary of Citizens & Northern Bank, serving since June 2023. He is 71, with a B.S. in Business Administration from Temple University and a Juris Doctor from Villanova University School of Law. He previously served as Director, EVP and General Counsel of Noah Bank and held partner roles in financial services at KPMG, Grant Thornton, ParenteBeard, and BDO USA. In 2024, CZNC delivered net income of $25.96 million, ROAA of 1.00%, and ROAE of 9.76%; five-year TSR measured from 12/31/2019 was $85.52 on $100 invested, and company-selected performance metric (PPNR−NCOs)/Average Equity was 12.34% for 2024. Mr. James also acts as attorney-in-fact for senior signatories on CZNC’s S‑4/S‑4A and authored the SEC acceleration request related to CZNC’s Susquehanna Community Financial acquisition, evidencing a central role in M&A execution.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Noah Bank | Director, EVP & General Counsel | Prior to 2023 (date not specified) | Led legal function at a community bank; relevant to bank regulatory and governance readiness at C&N |
| KPMG; Grant Thornton LLP; ParenteBeard LLC; BDO USA | Financial services industry Partner (successive roles) | Prior to 2023 (dates not specified) | Deep financial services advisory/audit background supporting capital markets, controls, and transactions |
External Roles
None disclosed.
Fixed Compensation
- Base salary and target annual bonus for Mr. James are not individually disclosed (he is not a Named Executive Officer in the proxy). CZNC’s program sets base pay by role, market data, and performance, with 2024 NEO base increases of 3%–5% as a reference point for senior executives.
Performance Compensation
- CZNC uses a leveraged pay-for-performance program for executives, with a Short-Term Incentive (STI) tied to relative profitability and budgeted KPIs, and Long-Term Incentives (LTI) split between time-based RSAs and performance-based PRSAs. While Mr. James’s individual targets/awards are not disclosed, these are the governing frameworks for executive incentives.
2024 STI design and outcomes (company framework)
| Metric | Target | Actual | Corporate Payout Factor | Typical Weighting (NEO examples) |
|---|---|---|---|---|
| Corporate: (PPNR−NCOs)/Average Equity vs peer percentile | 50th percentile | 63rd percentile | 126.0% | CEO: 50%; CFO: 50%; other EVPs: 45% |
| KPI: Average deposits (excl. brokered) | Budget | 99.3% of budget | Below target | CEO: 7.5%; EVP examples: 10%–11.25% |
| KPI: Net interest income (FTE) | Budget | 97.5% of budget | Below target | CEO: 3.75%; EVP examples: 5.625%–7.5% |
| KPI: Noninterest income (excl. wealth mgmt.) | Budget | 106.4% of budget | Above target | CEO: 3.75%; EVP examples: 5.625%–7.5% |
| KPI: Wealth management revenue | Budget | 105.4% of budget | At/above target | CEO: 7.5%; EVP examples: 10%–11.25% |
| KPI: Efficiency ratio | 65.0% target (68.28% threshold) | 68.04% | Near threshold | CEO: 7.5%; EVP examples: 10%–11.25% |
| Individual performance | N/A | N/A | Discretionary | CEO: 20%; other NEOs: 10%–20% |
- Risk gating: KRIs must be acceptable for KPI-based payouts; they were acceptable in 2024.
2024 LTI design (company framework)
| Award Type | Vesting Schedule | Performance Basis | Performance Thresholds | Notes |
|---|---|---|---|---|
| Time-based RSAs | 1/3 per year over 3 years | N/A | N/A | Standard for executives and directors under the 2023 Equity Plan |
| Performance RSAs (PRSAs) | 1/3 per year over 3 years, subject to performance each year | 50% (PPNR−NCOs)/Avg Equity; 50% (PPNR−NCOs)/Avg Assets (2024 grants) | 35th percentile (Equity); 65th percentile (Assets) vs peers | All potential PRSA shares for 2022–2024 grants vested for the 2024 measurement year |
| Clawback | Applies to exec bonuses/equity | Restatement-based | Per Nasdaq-aligned policy | Applies to executive officers, including GC |
Equity Ownership & Alignment
- Ownership policy: CEO must hold ≥3x prior-year base salary; each EVP must hold ≥1x prior-year base salary; 5-year compliance window from appointment. Mr. James (EVP) is therefore subject to a 1x multiple with a 5-year compliance window (appointed June 2023). Compliance status for Mr. James is not individually disclosed.
- Anti-hedging: Directors/officers are prohibited from hedging (puts, calls, collars, swaps, etc.). No explicit anti-pledging disclosure; no pledging by Mr. James is disclosed.
- Options: CZNC had no outstanding stock options as of Feb 5, 2025 (reduces option-related selling pressure risk generally).
- Beneficial ownership: Mr. James is not listed individually in the proxy’s beneficial ownership table; however, he is a Section 16 reporting person and has filed Form 4. See referenced SEC Form 4 filing for his reported transactions/holdings.
Insider transactions (selection)
| Date | Form | Description | Source |
|---|---|---|---|
| Feb 22, 2024 | Form 4 | Statement of changes in beneficial ownership (details in filing) | |
| Reference index of CZNC filings | Various | Aggregated insider filing index including Mr. James |
Employment Terms
- Employment agreement: Not disclosed for Mr. James; CZNC discloses employment agreements for CEO, CFO and certain EVPs (not including the GC). Non-compete durations for named executives range 12–24 months depending on role; no role-specific covenant disclosed for the GC.
- Indemnification: Directors and designated officers (including executive officers) are covered by indemnification agreements, with the most advantageous combination of protections across bylaws, law, and D&O insurance, subject to regulatory exclusions.
- Clawback and anti-hedging: See above; both policies apply to executive officers.
- Stock ownership guidelines: EVP 1x prior-year base salary; 5 years to comply.
Performance & Track Record (Company context during tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Net income ($) | 24,148,000 | 25,958,000 |
| ROAA (%) | 0.98% | 1.00% |
| ROAE (%) | 9.72% | 9.76% |
| (PPNR−NCOs)/Avg Equity (%) | 13.13% | 12.34% |
| 5-year TSR (start 12/31/2019 = $100) | $97.39 | $85.52 |
- Incentive benchmark change: For 2024, CZNC shifted the company-selected measure from Core ROAE to (PPNR−NCOs)/Average Equity, aligning short- and long-term performance metrics used in incentives.
Compensation Governance and Shareholder Feedback
- Compensation committee: Comprised of independent directors; advised by independent consultant Pearl Meyer; nine meetings in 2024.
- Peer group for pay benchmarking: 20 Mid-Atlantic community banks with 0.5–2.5x C&N asset size (see list).
- Say-on-pay: 82% approval at 2024 annual meeting, indicating general shareholder support for NEO compensation framework.
Related Party Transactions and Red Flags
- Related party transactions: None requiring disclosure in 2024.
- Section 16(a): No delinquent filings disclosed for Mr. James; one late filing noted for a director due to administrative oversight.
- Anti-hedging policy in place; no explicit anti-pledging policy disclosed.
- Clawback policy aligned with Nasdaq listing standards.
Employment Contracts, Severance, and Change-of-Control Economics (context)
- Disclosed CIC/severance multiples apply to certain named executives (CEO: 2.99x CIC/1.0x non-CIC; CFO: 2.99x/1.0x; other NEOs: 1.5x to 1.0x). No such agreement for Mr. James is disclosed.
- Indemnification agreements cover executive officers, including the GC.
Investment Implications
- Pay-for-performance alignment: Executive incentives are tightly linked to relative profitability (PPNR−NCOs/Average Equity/Assets) and budgeted KPIs, with rigorous percentile thresholds and annual PRSA testing; this structure promotes disciplined profitability and credit risk management. The pivot to PPNR−NCOs-based measures further reduces distortion from unusual items.
- Retention/overhang: As EVP appointed in June 2023, Mr. James is within the 5-year window to meet the 1x salary ownership guideline; his individual equity grants are not disclosed, and CZNC has no options outstanding, suggesting limited personal option overhang and modest insider selling pressure from expiring options.
- Governance risk controls: Anti-hedging and clawback policies, independent committee oversight, and indemnification provide strong governance underpinnings for the legal function; no related party issues disclosed.
- Execution risk and value creation: Mr. James’s central role in registration, SEC correspondence, and attorney‑in‑fact responsibilities for the Susquehanna transaction ties his performance to successful M&A execution and integration—an area to monitor for synergy realization and regulatory closure risks.