John M. Reber
About John M. Reber
Executive Vice President and Chief Risk Management Officer (CRO) at Citizens & Northern Bank since February 2021; previously EVP & Director of Risk Management (2011–2021) and VP & Director of Risk Management (2004–2011). Age 58; BS in Finance from Bloomsburg University of Pennsylvania. Company performance context: 2024 net income $25.958 million; ROAA 1.00%; ROAE 9.76%; net interest income $79.115 million; efficiency ratio 68.04% . Pay-versus-performance TSR value for a $100 investment measured from 12/31/2019 stood at $85.52 for CZNC vs $128.85 for the peer group in 2024; company-selected measure in 2024 was (PPNR–NCOs)/Average Equity at 12.34% for FY 2024 and 12.01% for the 12 months ended 9/30/2024 used for incentive calculations .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Citizens & Northern Bank | EVP & Chief Risk Management Officer | Feb 2021–present | Leads enterprise-wide risk; KRIs gate KPI eligibility for executive incentive awards, reinforcing prudent risk-taking |
| Citizens & Northern Bank | EVP & Director of Risk Management | Jan 2011–Feb 2021 | Built and led risk management programs as executive leadership evolved |
| Citizens & Northern Bank | VP & Director of Risk Management | Jun 2004–Jan 2011 | Established risk oversight framework post-acquisitions and growth initiatives |
| SunBank (Lewisburg, PA) | Staff and management positions in credit, lending, risk management | Prior to Jun 2004 | Experience foundational to CRO responsibilities at CZNC |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| SunBank (Lewisburg, PA) | Credit/lending/risk management positions | Prior to joining C&N (pre-2004) | External banking experience informs current risk leadership |
Fixed Compensation
General program terms for executive officers (EVPs); individual compensation for John M. Reber is not separately disclosed in the proxy.
| Component | Policy/design | 2024 specifics | Notes |
|---|---|---|---|
| Base salary | Reviewed annually by Compensation Committee using market data and performance | NEO increases ranged 3%–5% YoY | EVP framework applies; Reber’s specific salary not disclosed |
| Benefits | Health and welfare on same terms as employees | Standard employee plans | Applies to all executives |
| SERP | Discretionary supplemental retirement plan; 20% of highest 5-year average comp targeted; vesting at age 55 with 5 years participation; earlier vesting upon disability, death, or change-in-control; assets held in trust but subject to bank creditors if insolvent | Active, contributions discretionary | Participation is “may” not “must”; individual participation for Reber not disclosed |
| Deferred comp | Nonqualified plan allowing deferral of up to 100% of base salary and non-equity incentive comp; no employer contributions | Available to selected officers | Individual elections for Reber not disclosed |
| Holiday bonus | $500 discretionary holiday award paid to essentially all employees except CEO | $500 typical (non-CEO) | Applicability to Reber not explicitly stated but policy is broad |
Performance Compensation
Program structure for EVPs and NEOs; John M. Reber’s individual targets/payouts are not disclosed. Design and outcomes below are company-level and NEO-level references.
| Metric | Weighting (typical NEO range) | Target | Actual | Payout mechanics | Vesting / performance gating |
|---|---|---|---|---|---|
| Corporate earnings performance: (PPNR–NCOs)/Average Equity rank vs peers | 45%–50% depending on role | 50th percentile → 100% corporate payout | 63rd percentile; CZNC 12.01% vs peer median 10.94% | Corporate component paid at 126.0% of target | N/A (cash STI) |
| KPI: Annual average deposits (excl. brokered) | 7.5%–11.25% | $2.010B | $1.996B (99.3% of budget) | Contributes to STI; eligibility gated by KRIs | N/A |
| KPI: Net interest income (FTE) | 3.75%–7.5% | $82.0M | $79.9M (97.5%) | Contributes to STI; KRIs gate | N/A |
| KPI: Noninterest income (excl. wealth mgmt) | 3.75%–7.5% | $17.6M | $18.7M (106.4%) | Contributes to STI; KRIs gate | N/A |
| KPI: Wealth management revenue | 7.5%–11.25% | $10.0M | $10.5M (105.4%) | Contributes to STI; KRIs gate | N/A |
| KPI: Efficiency ratio | 7.5%–11.25% | 65.00% (threshold 68.28%) | 68.04% | Contributes to STI; KRIs gate | N/A |
| Individual performance | 10%–20% | Qualitative | Assessed by supervisor/Board | Adds to STI payout | N/A |
Long-term incentives (LTI) design and 2024 performance test:
| LTI element | Structure | Threshold | 2024 measured result | Vesting outcome |
|---|---|---|---|---|
| RSAs | 50% of LTI; time-based vesting: one-third annually over 3 years | N/A | N/A | Time-based vest subject to satisfactory job performance |
| PRSAs (PPNR–NCOs)/Average Equity | 25% of LTI; performance test annually over 3-year period | ≥35th percentile | 12.01% vs peers; met threshold | One-third vests each year when performance met |
| PRSAs (PPNR–NCOs)/Average Assets | 25% of LTI; performance test annually over 3-year period | ≥65th percentile | 1.22% vs peers; met threshold | One-third vests each year when performance met |
Additional notes:
- KRIs act as a pass/fail gate for KPI-based STI awards; all KRIs were within acceptable levels for 2024 .
- All potential PRSA shares granted in 2022–2024 vested based on 2024 performance vs peer group .
Equity Ownership & Alignment
| Policy/indicator | Detail | CZNC disclosure |
|---|---|---|
| Stock ownership guidelines | CEO: 3x prior-year base salary; EVP: 1x prior-year base salary; 5-year compliance window | “Presently, all directors and named executive officers meet the minimum stock ownership requirements or are within five years of appointment” (applies to directors and NEOs; Reber not an NEO) |
| Anti-hedging | Prohibits hedging/derivatives (puts, calls, collars, swaps, etc.) by directors and officers | Policy in place |
| Options outstanding | At Feb 5, 2025 there were no outstanding stock options company-wide | Reduces option exercise-driven selling pressure |
| Pledging | No explicit pledging prohibition disclosed in proxy; anti-hedging policy does not address pledging | Not disclosed |
| Beneficial ownership (John M. Reber) | Individual beneficial ownership not itemized in executive/director table; Reber not listed among NEOs or directors | Not disclosed |
Employment Terms
The proxy enumerates Employment Agreements for certain executives; John M. Reber’s agreement is not disclosed.
| Executive | Agreement term | Non-compete/non-solicit | Change-in-control multiple | Benefits continuation | Tax gross-up |
|---|---|---|---|---|---|
| J. Bradley Scovill (CEO) | Through Apr 30, 2027; 20,000 restricted shares vest 4/30/2027 | 24 months (geography: 35 miles) | 2.99x | 3 years | None (payments capped per 280G/4999) |
| Mark A. Hughes (CFO) | Auto-renews 3-year terms | 24 months | 2.99x | 3 years | None |
| Harold F. Hoose (EVP) | Extended through Sep 30, 2025; auto-extend 12 months | 18 months | 1.5x | 18 months | None |
| Blair T. Rush (EVP) | Extended through Jun 30, 2025; auto-extend 12 months | 12 months | 1.5x | 1 year | None |
| Kelley A. Cwiklinski (EVP) | Extended through Jan 31, 2026; auto-extend 12 months | 12 months | 1.5x | 18 months | None |
| John M. Reber (EVP, CRO) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Not disclosed |
Potential payments tables for NEOs are provided in proxy; again, Reber not included .
Investment Implications
- Alignment: Variable pay is tightly linked to peer-relative profitability via (PPNR–NCOs)/Average Equity and Assets for both STI and PRSA vesting; KRIs gating KPI eligibility reduces risk of incentivizing excessive risk-taking—constructive for a CRO-led culture .
- Selling pressure: No company stock options outstanding reduces time-based exercise pressure; restricted stock vests ratably over three years, smoothing potential insider sales cadence .
- Ownership policies: EVP 1x salary stock ownership guideline and anti-hedging policy support alignment; pledging policy not disclosed—monitor Form 4s for any pledging/10b5-1 activity by Reber to assess red flags .
- Retention risk: Employment agreements cover specific EVPs; absence of a disclosed agreement for Reber means severance/change-in-control terms are unknown, creating uncertainty in modeled retention economics; however, overall governance includes indemnification agreements for executive officers .
- Performance track record: 2024 payout mechanics produced 126% corporate STI factor and full PRSA vesting across grants, reflecting strong peer-relative profitability; this supports positive pay-for-performance optics but implies higher at-risk compensation exposure to cycle shifts .
- Shareholder feedback: Say-on-pay approval ~82% in 2024 and ~87% in 2023 indicates investor acceptance of compensation philosophy and peer-relative framework .
Data gaps to close: Reber’s individual compensation, ownership, Form 4 trading/vesting schedules, and any employment agreement. Monitor SEC Form 4s and Item 5.02 filings for CRO-specific disclosures; none identified in the proxy’s NEO/ownership tables .