Katherine W. Shattuck

About Katherine W. Shattuck

Independent director of Citizens & Northern Corporation (CZNC) since 2021; age 50. Managing Partner at Korn Ferry, leading the Pennsylvania team and a core member of the Global Financial Market practice; U.S. Army veteran. Degrees: MBA (Harvard Business School), MPA (Harvard Kennedy School), and B.S. from the U.S. Military Academy at West Point; completed Phase I of Bank Director Certification (Audit, Compensation, Governance, Risk, Regulatory) and Corporate Governance Workshop .

Past Roles

External Roles

Board Governance

• Independence: Board determined all directors and nominees were independent during 2024 and as of proxy date, except CEO J. Bradley Scovill; independence review covered loans/deposits and nonprofit contributions; loans to directors follow Regulation O terms and did not impair independence .
• Committee memberships (2024):
  • Compensation Committee member; Chair: Bobbi J. Kilmer; 9 meetings .
  • Governance & Nominating Committee member; Chair: Susan E. Hartley; 5 meetings .
  • Bank Wealth Management Committee member; Chair: Frank G. Pellegrino; 4 meetings .
  • Bank Finance & Loan Committee member (merged into Risk Committee April 24, 2024); Chair: J. Bradley Scovill; 1 meeting (held in 2023; merged in 2024) .
• Attendance: Board met 12 times; independent directors held 9 executive sessions; all incumbent directors attended at least 75% of Board and committee meetings on which they served .
• Leadership structure: Independent Chairman (Terry L. Lehman) presides over Board and executive sessions; separation of Chair and CEO roles .
• Stock ownership policy: Independent directors must hold shares worth ≥3× annual cash retainer ($45,000), with 5 years to comply; Board notes all directors/NEOs meet guidelines or are within five-year window .
• Anti-hedging: Directors/officers prohibited from hedging Company stock (e.g., puts/calls, swaps, collars) .
• Say-on-Pay signal: 2024 say-on-pay received ~82% approval, indicating broad shareholder support of compensation framework .

Fixed Compensation

• Cash/equity mix: Cash 71.4% ($53,467 ) vs equity 28.6% ($21,385 ); aligns with standard community bank practice emphasizing fixed retainer with modest equity.

Fee structure (signal on alignment and engagement):

• Independent director cash retainer moved from $20,000 (Jan 1–Apr 30, 2024) to $45,000 (May 1–Dec 31, 2024); committee chair fees maintained (e.g., Audit $7,500; Risk $8,000 after May 1); attendance fees eliminated for most meetings after May 1 except for higher-volume committees (after 5 meetings) .

Performance Compensation

Directors receive time-based restricted stock awards (RSAs); no director performance-vested equity disclosed for non-employee directors . The Compensation Committee’s oversight of executive pay uses defined performance metrics, demonstrating pay-for-performance culture.

Committee consultant independence: Pearl Meyer served as independent advisor on executive and director compensation; no other services; independence assessed and affirmed .

Other Directorships & Interlocks

No public-company directorships disclosed in past five years beyond the above listing; proxy requires disclosure of public company boards, and none are listed for her besides Mutual Capital Group, which is described without public listing status; no related-party transactions requiring disclosure in 2024 .

Expertise & Qualifications

• Board governance and finance training: Bank Director Certification (Audit, Compensation, Governance, Risk, Regulatory); Corporate Governance Workshop .
• Leadership and financial services expertise via Korn Ferry’s Global Financial Market practice; C-suite and board team-building .
• Advanced degrees (Harvard MBA/MPA) and military leadership (West Point; Army veteran) .

Equity Ownership

Ownership guidelines: Directors must hold shares ≥3× annual cash retainer ($45,000), measured by average high/low on June 30; 5-year compliance window; Board indicates all directors meet guidelines or are within five-year window (Shattuck appointed 2021) .

Hedging/pledging: Hedging prohibited; no pledging disclosures noted; no options outstanding as of Feb 5, 2025 .

Governance Assessment

• Strengths:

  • Independent director with robust governance training and finance-market expertise; serves on Compensation and Governance & Nominating Committees—key levers for board effectiveness .
  • Independent Chair and regular executive sessions (9 in 2024) bolster oversight; board-wide attendance ≥75% supports engagement .
  • Ownership alignment via stock grants and formal ownership guidelines; anti-hedging policy reduces misalignment risk .
  • No related-party transactions requiring disclosure in 2024; loans to insiders on market terms and reviewed for independence .
  • Compensation Committee uses clear, peer-relative performance metrics; independent consultant (Pearl Meyer) engaged; say-on-pay 82% indicates investor support .

• Watch items / potential conflicts:

  • Primary employment at Korn Ferry (executive search) could present future perceived conflicts if Korn Ferry were engaged by CZNC; the proxy discloses Pearl Meyer as compensation advisor, not Korn Ferry—no current conflict disclosed .
  • Finance & Loan Committee merged into Risk in 2024; ongoing clarity on risk oversight role distribution advisable given evolving committee structure .
  • Individual director-specific attendance figures are not disclosed; only ≥75% threshold; maintain monitoring of meeting participation trends .

• Overall implication: Shattuck’s committee roles in Compensation and Governance & Nominating, coupled with her leadership/talent expertise, are supportive of board effectiveness and succession planning. Absence of related-party exposures and presence of alignment policies sustain investor confidence; continued transparency on director-specific attendance and any CZNC use of external search services would further mitigate perceived conflicts .