Kelley A. Cwiklinski
About Kelley A. Cwiklinski
Kelley A. Cwiklinski is 61 and serves as Executive Vice President and Chief Commercial Lending Officer at Citizens & Northern Bank, appointed in February 2023 after leading Commercial Lending since January 2021; she joined C&N via the Covenant Bank acquisition in July 2020 and previously served as EVP & Chief Lending Officer at Covenant Bank (2015–2020). She holds an Associate’s Degree in Business Administration from Mercer County Community College and has nearly four decades of commercial lending and credit leadership experience . Corporate performance under her tenure includes 2024 net income of $25.96 million (up from $24.15 million in 2023), ROAE of 9.76%, ROAA of 1.00%, and an annual incentive framework linked to PPNR-NCOs/Average Equity vs peers; CZNC’s five‑year TSR (from 12/31/2019) was 85.52 vs the peer index at 128.85 as of 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens & Northern Bank | EVP & Chief Commercial Lending Officer | Feb 2023–present | Leads commercial lending strategy and portfolio growth; pay-for-performance tied to bank profitability metrics |
| Citizens & Northern Bank | SVP & Director of Commercial Lending | Jan 2021–Feb 2023 | Directed commercial lending post‑acquisition integration, product/portfolio execution |
| Citizens & Northern Bank | Regional Commercial Lending Executive | Jul 2020–Jan 2021 | Led regional commercial origination/relationships following Covenant Bank acquisition |
| Covenant Bank | EVP & Chief Lending Officer | Jan 2015–Jun 2020 | Built and scaled commercial lending operations; risk/credit oversight |
| Prior banking roles | Commercial lending and credit positions | 1985–2014 | Progressive roles in lending and credit across banking institutions |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public company director or external governance roles disclosed in proxy . |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 292,000 | 306,600 |
| Discretionary Bonus (“holiday award”) ($) | 500 | 500 |
| Non‑Equity Incentive Plan Compensation ($) | 46,782 | 82,146 |
| Stock Awards Grant‑Date Fair Value ($) | 21,856 | 58,375 |
| All Other Compensation ($) | 46,905 | 38,544 |
| Total Compensation ($) | 408,043 | 486,165 |
2024 All Other Compensation breakdown:
| Component | FY 2024 ($) |
|---|---|
| Employer contributions to ESOP | 6,900 |
| Employer 401(k) contributions | 16,500 |
| SERP contribution | 0 |
| Group term life & LTD premiums | 3,980 |
| Dividends on restricted stock | 1,564 |
| Perquisites and personal benefits | 9,600 |
| Total | 38,544 |
Notes:
- 2024 NEO base salaries rose 3–5%; Ms. Cwiklinski’s increase was ~5% YoY .
- No stock options were awarded in 2022–2024 (equity delivered via RSAs/PRSAs) .
Performance Compensation
Annual incentive structure (2024):
| Metric | Weight | Target | Actual | Payout (% of base) | Vesting |
|---|---|---|---|---|---|
| Corporate Earnings Performance: (PPNR–NCOs)/Avg Equity vs peers | 45% | 100% | 126.00% | 14.2% | Cash in year paid |
| KPI: Avg Deposits (ex brokered) | 10% | $2.010B | $1.996B | 1.4% | Cash |
| KPI: Net Interest Income (FTE) | 7.5% | $82.0M | $79.9M | 1.3% | Cash |
| KPI: Noninterest Income (ex Wealth) | 7.5% | $17.6M | $18.7M | 2.8% | Cash |
| KPI: Wealth Management Revenue | 10% | $10.0M | $10.5M | 3.8% | Cash |
| KPI: Efficiency Ratio | 10% | 65.0% | 68.04% | 1.0% | Cash |
| Individual Performance | 10% | — | — | 2.5% | Cash |
| Total | 100% | — | — | 26.8% of base | — |
Long‑term incentives (2024 grants):
| Grant Type | Grant Date | Shares | LTI as % of 2023 Base | Grant‑Date FMV/Share | Vesting |
|---|---|---|---|---|---|
| Time‑based RSAs | Jan 31, 2024 | 1,365 | 10.0% | $21.385 | 1/3 on each anniversary over 3 years, contingent on satisfactory performance |
| Performance RSAs (PRSAs) | Feb 20, 2024 | 1,520 | 10.0% | $19.20 | 1/3 annually over 3 years; performance each year vs peers on (PPNR–NCOs)/Avg Equity (≥35th pctile) and (PPNR–NCOs)/Avg Assets (≥65th pctile) |
Performance outcomes and mechanics:
- 2024 PRSA tranche vested fully across 2022–2024 grant cycles; 2024 company results met thresholds (PPNR–NCOs/Avg Equity 12.01% vs peer median 10.94%; PPNR–NCOs/Avg Assets 1.22% vs peer 1.14%) .
- KRIs gating KPIs were within acceptable ranges; thus KPI portions paid out .
Equity Ownership & Alignment
| Ownership item | Detail |
|---|---|
| Total beneficial ownership | 29,711 shares; includes 4,600 restricted shares; <1% of outstanding |
| Shares outstanding (record date) | 15,467,390 (Feb 5, 2025) |
| Non‑vested shares (12/31/2024) | 4,018 shares; $74,735 market value |
| Options | None outstanding; no option awards 2022–2024 |
| Ownership guidelines | EVPs must own ≥1× prior‑year base salary; currently, all NEOs meet requirements |
| Hedging/Pledging | Hedging prohibited; no pledging disclosures noted |
| Clawback | Executive compensation subject to clawback upon restatement; aligned with Nasdaq standards |
Upcoming vesting supply (based on schedules):
- RSAs: 1/3 of 1,365 shares on 1/31/2025, 1/31/2026, 1/31/2027 (subject to performance in role) .
- PRSAs: 1/3 of 1,520 shares on 2/20/2025, 2/20/2026, 2/20/2027 contingent on annual performance thresholds vs peer group .
Employment Terms
| Contract element | Provision |
|---|---|
| Agreement effective date | Feb 1, 2023; extended through Jan 31, 2026; auto‑extends 12 months unless 90‑day notice before renewal |
| Compensation eligibility | Annual cash incentive and stock‑based awards per Committee decisions; full participation in employee benefit plans |
| Perquisites | Automobile allowance or use of Bank‑owned vehicle (no club membership for Ms. Cwiklinski) |
| Non‑compete / Non‑solicit | 12 months post‑termination; within 35 miles of any office |
| Good Reason / Cause | Customary definitions; termination rights if not cured within 30 days after notice |
| Severance multiples | 1.5× with change‑in‑control; 1.0× absent change‑in‑control; benefits continuation 18 months (CIC) and 1 year (non‑CIC) |
| Double‑trigger mechanics | Lump sum payable upon termination without Cause or for Good Reason following a change in control (double trigger) |
Quantitative severance scenarios (as of 12/31/2024):
| Scenario | Cash ($) | Health & Welfare ($) | Restricted Stock Acceleration ($) | Life Insurance ($) |
|---|---|---|---|---|
| Termination without Cause/Good Reason – before CIC | 447,621 | 15,944 | — | — |
| Termination without Cause/Good Reason – upon/after CIC | 671,432 | 23,916 | 74,735 | — |
| Death | — | — | — | 723,186 |
Compensation Structure Analysis
- Mix skewed toward variable pay: 2024 annual incentive paid 26.8% of base; LTI at 20% of prior base delivered 50% RSAs and 50% PRSAs with annual performance vetting—tight alignment to peer‑relative profitability (PPNR‑based) .
- No stock options; equity shifted to RSAs/PRSAs in recent years—lower risk, stronger retention via multi‑year vesting; no repricing/modifications disclosed .
- Performance metric change: company‑selected measure moved from Core ROAE to (PPNR–NCOs)/Average Equity in 2024—arguably a more risk‑adjusted revenue proxy; target corporate payout remains centered at peer median .
- Clawback and anti‑hedging in place; no 280G excise tax gross‑ups—shareholder‑friendly posture .
Related Party Transactions
- No related person transactions requiring disclosure for 2024; insider lending governed by Regulation O with market terms and normal risk .
Say‑On‑Pay & Shareholder Feedback
- 2024 say‑on‑pay approval ~82%; Compensation Committee maintained program structure and philosophy following the vote .
Investment Implications
- Alignment and retention: Multi‑year RSA/PRSA structures and ownership guidelines tether total pay to peer‑relative profitability; hedging prohibition and clawback reduce misalignment risk .
- Near‑term selling supply: Scheduled vesting of RSAs/PRSAs in Q1–Q1 each year could add tradable float; 4,018 non‑vested shares as of 12/31/2024 indicates a modest pipeline vs float, but watch vest windows for incremental supply .
- Pay-for-performance integrity: KPIs and PPNR‑relative scoring produced a 126% corporate payout in 2024 while efficiency ratio missed target; overall annual incentive remains balanced and risk‑gated by KRIs .
- Change‑in‑control economics: Double‑trigger severance at 1.5× cash plus benefits and equity acceleration is standard for community banks; not excessive, but implies manageable retention risk in M&A scenarios .
- Signal to monitor: Sustained improvement in PPNR‑NCOs vs peers will drive PRSA vesting and cash payouts; conversely, deterioration could reduce realized comp and retention value. Five‑year TSR underperformance vs peer index suggests upside depends on execution in deposit mix, NII stabilization, and fee growth .