Helen S. Santiago
About Helen S. Santiago
Independent director of Citizens & Northern Corporation since 2021; age 45. A CPA with deep public accounting experience: CPA at LaBarr & LaBarr, LLC (Sayre, PA) since 2009 focusing on tax preparation, tax planning, and financial statements; previously seven years at KPMG in Philadelphia, promoted to Manager. BS in Accounting from Susquehanna University. Also serves as a director for Mutual Capital Group and is active in local community organizations. Independent under NASDAQ standards; all incumbent directors met at least 75% attendance thresholds in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LaBarr & LaBarr, LLC (Sayre, PA) | CPA; focus on tax prep, planning, financial statements | Since 2009 | Public accounting expertise supports Audit oversight and financial literacy on the Board |
| KPMG (Philadelphia) | Auditor → Manager | Seven years (pre-2009) | Audit rigor and controls experience; relevant to Audit Committee participation |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mutual Capital Group | Director | Not disclosed | Insurance group directorship; potential industry adjacency with bank wealth/insurance services |
| Bradford/Sullivan Counties’ Outstanding Young Woman Program | Secretary | Not disclosed | Community involvement |
| St. Agnes School (Towanda, PA) PTG | Volunteer/Member | Not disclosed | Community involvement |
Board Governance
- Independence: Independent director under NASDAQ standards; only CEO (J. Bradley Scovill) is non-independent. The Board assessed director independence considering beneficial ownership, loans, and nonprofit contributions and found no impairment.
- Attendance: Board met 12 times (Corp and Bank each); independent directors held 9 executive sessions; all incumbents attended at least 75% of Board and committee meetings in 2024.
- Leadership: Board chaired by independent chair, Terry L. Lehman; executive sessions overseen by the Chair; separation from CEO role maintained.
- Committee memberships (2024):
- Audit Committee member; committee held 7 meetings; Chair: Stephen M. Dorwart.
- Asset Liability Committee member; met 1 time; merged into Risk Committee as of April 24, 2024. Chair: J. Bradley Scovill.
- Information Technology Committee member; met 1 time; merged into Risk Committee as of April 24, 2024. Chair: Aaron K. Singer.
- Wealth Management Committee member; met 4 times; Chair: Frank G. Pellegrino.
- Stock ownership guidelines: Independent directors must own stock equal to 3x annual cash retainer (retainer currently $45,000); five-year compliance window; presently, all directors and NEOs meet minimums or are within five years. Anti-hedging policy prohibits hedging transactions.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $52,767 | Includes annual cash retainer, chair/committee/attendance fees per fee schedule |
| Stock Awards (restricted stock) | $21,385 | 1,000-share director grant; grant-date fair value $21.385 per share (Jan 31, 2024) |
| Total Director Compensation | $74,152 | Sum of cash and stock award value |
- Fee schedule change effective May 1, 2024: Annual cash retainer increased from $20,000 to $45,000; board/committee per-meeting fees largely eliminated except above specified thresholds; committee chair fees set (Audit $7,500; Risk $8,000; Compensation $5,000; others $4,000). Aligns pay structure toward fixed retainers vs meeting-based fees.
Performance Compensation
- Directors receive restricted stock under the 2023 Equity Incentive Plan; 2024 non-employee director awards were fixed 1,000-share grants with transfer restrictions (not performance-conditioned). No director options or performance metrics tied to director compensation were disclosed.
Other Directorships & Interlocks
| Company/Entity | Public/Private | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Mutual Capital Group | Not specified | Director | No related person transactions requiring disclosure in 2024; monitor for insurance/wealth overlaps if any vendor/customer ties emerge |
- Related party transactions: None requiring disclosure in 2024; loans to directors/affiliates made on market terms under Regulation O; Board determined independence not impaired.
Expertise & Qualifications
- CPA; extensive public accounting in tax and financial statement preparation; prior Big Four audit management experience (KPMG).
- High financial literacy consistent with Board criteria; supports Audit Committee effectiveness.
- Community engagement and governance exposure through external boards.
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Notes |
|---|---|---|---|
| Helen S. Santiago | 8,263 | <1% | Includes all direct and indirect holdings; as of Feb 5, 2025; no outstanding options at that date |
| 2024 Director Restricted Shares | 1,000 | N/A | Each non-employee director owned 1,000 restricted shares at year-end; value $18,600 at 12/31/2024 closing price |
| Stock Ownership Guidelines | 3x annual cash retainer | Policy | Five-year compliance window; directors currently meet minimums or are within five years |
- Anti-hedging: Prohibited for directors and officers. No pledging disclosed.
Governance Assessment
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Strengths:
- Independence and financial expertise bolster Audit oversight; active membership across risk, IT, asset-liability, and wealth committees increases board coverage.
- Ownership alignment via mandatory stock ownership and annual director equity grants; anti-hedging policy enhances alignment.
- Attendance thresholds met across Board and committees; independent chair and regular executive sessions support robust oversight.
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Watch items:
- External directorship at Mutual Capital Group: while no related-person transactions were disclosed, monitor for any future banking/insurance business ties that could create perceived conflicts (e.g., vendor/customer relationships), and ensure continued adherence to Regulation O and related-party policies.
- Committee consolidation (ALCO and IT merged into Risk): governance effectiveness should be monitored to ensure specialized oversight is preserved under a broader Risk Committee mandate.
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Red flags: None disclosed specific to Santiago. No late Section 16(a) filings noted for her (one late filing pertained to another director). No related party transactions requiring disclosure in 2024.