Leo F. Lambert
About Leo F. Lambert
Independent director of Citizens & Northern Corporation since 2001; age 71. Former President & General Manager of Fitzpatrick & Lambert, Inc. (retired in 2022). Holds a Bachelor of Science from St. Francis College, Loretto; long-standing local business owner and community nonprofit board participant, providing over 20 years of board experience to CZNC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fitzpatrick & Lambert, Inc. | President & General Manager | Retired 2022 | Led local enterprise; entrepreneurship and community leadership experience cited as board qualification |
External Roles
| Organization | Role | Tenure | Public Company? |
|---|---|---|---|
| Various nonprofit boards (unspecified) | Board member | Ongoing | Not disclosed as public company boards |
| Other public boards | None disclosed | — | None disclosed in prior five years beyond CZNC |
Board Governance
- Independence: All directors except the CEO are independent under NASDAQ standards; Audit and Compensation Committee members (including Lambert) are independent .
- Committee memberships (2024):
- Audit Committee member; 7 meetings; Chair: Stephen M. Dorwart .
- Merger & Acquisition (M&A) Committee member; 2 meetings; Chair: Terry L. Lehman .
- Finance & Loan Committee (Bank) member; committee merged into Risk Committee April 24, 2024; previously 1 meeting in 2024 and 13 meetings in 2023; Chair: J. Bradley Scovill .
- Board activity and attendance: Corporation Board met 12 times; Bank Board met 12 times; independent directors held 9 executive sessions; all incumbent directors attended ≥75% of Board and committee meetings .
- Leadership structure: Independent Chairman of the Board (Terry L. Lehman) to maintain clear separation from CEO; Chairman presides over executive sessions of independent directors .
- Election status: Class II nominee for term expiring at the 2028 Annual Meeting (2025 Proxy) .
Fixed Compensation
| Component | 2023 (FY) | 2024 (FY) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,500 | $52,167 |
| Meeting fee structure | Board $1,000; Audit $700; Comp $700; Other $600 per meeting | Fee schedule change effective May 1, 2024: Annual cash retainer increased from $20,000 to $45,000; standard per-meeting fees eliminated except after ≥5 meetings per committee as shown below |
| Committee chair fees (if applicable) | Audit $7,500; Comp $5,000; Others $4,000 | Audit $7,500; Comp $5,000; Risk $8,000; Others $4,000 |
Fee Schedule Change (Independent Directors)
| Item | Jan 1–Apr 30, 2024 | May 1–Dec 31, 2024 |
|---|---|---|
| Annual cash retainer (all independent directors) | $20,000 | $45,000 |
| Chairman additional cash retainer | $25,000 | $25,000 |
| Per-meeting fees (Board, Audit, Comp, Other) | Board $1,000; Audit $700; Comp $700; Other $600 | Eliminated for first 1–5 meetings; resume at Audit $700, Comp $700, Other $600 after ≥5 meetings |
Notes:
- Compensation structure established by Board upon Compensation Committee recommendation; Pearl Meyer provided information for director pay review .
Performance Compensation
| Equity Component | Grant Date | Shares | Grant-Date Fair Value/Share | Total Grant Value | Vesting |
|---|---|---|---|---|---|
| Restricted Stock (2024 director grant) | Jan 31, 2024 | 1,000 | $21.39 | $21,390 | 1-year vesting |
| Restricted Stock (disclosed in 2025 table) | 2024 awards | 1,000 | $21.385 | $21,385 | Transfer restrictions outstanding at year-end 2024 |
Performance metrics tied to director compensation: None disclosed; director equity awards are time-based restricted stock without performance conditions .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Conflict Notes |
|---|---|---|---|
| None disclosed (public companies) | — | — | No public-company interlocks disclosed for Lambert |
Expertise & Qualifications
- 40+ years as a local business owner/entrepreneur; community leadership on nonprofit boards .
- Bachelor of Science; brings operational, small-business, and community market insights to a community bank .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 41,778 shares; less than 1% of class |
| Options outstanding | None; no outstanding stock options as of Feb 5, 2025 |
| Restricted shares (year-end 2024) | 1,000 restricted shares with transfer restrictions not yet lapsed; valued at $18,600 based on 12/31/2024 close |
| Ownership guidelines | Independent directors must hold stock worth ≥3× annual cash retainer ($45,000); 5-year compliance window |
| Guideline compliance | All directors meet the minimum or are within 5-year window |
| Anti-hedging | Prohibits hedging/derivatives for directors/officers |
| Pledging | No pledging policy disclosure; no pledging by Lambert disclosed . |
Insider Trades (Form 4 Filings)
| Date | Filing Link | Summary |
|---|---|---|
| Feb 2, 2024 | https://www.sec.gov/Archives/edgar/data/1242457/000141588924002370/0001415889-24-002370-index.htm | Form 4 filed; transaction details in filing |
| Feb 2, 2024 | https://www.sec.gov/Archives/edgar/data/1242457/000141588924002340/0001415889-24-002340-index.htm | Related issuer filings page reference |
| May 28, 2024 | https://www.sec.gov/Archives/edgar/data/1242457/000141588924014638/0001415889-24-014638-index.htm | Form 4 filed; transaction details in filing |
| Aug 16, 2024 | https://www.sec.gov/Archives/edgar/data/1242457/000141588924021434/0001415889-24-021434-index.htm | Form 4 filed; transaction details in filing |
| Apr 25, 2025 | http://pdf.secdatabase.com/2056/0001415889-25-011371.pdf | Form 4 filed; transaction details in filing |
| May 20, 2025 | https://www.sec.gov/Archives/edgar/data/810958/000141588925013806/xslF345X03/form4-05202025_080508.xml | Form 4 filed; transaction details in filing |
| Summary (past 5 years) | — | 5 transactions; all buys; 0 sells (per GuruFocus) |
Section 16 compliance: One late filing due to administrative oversight was disclosed for Director Dorwart; no late filings disclosed for Lambert .
Fixed vs Performance Compensation Mix (Lambert)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 50,500 | 23,350 | 73,850 |
| 2024 | 52,167 | 21,385 | 73,552 |
Observations:
- Mix reflects shift to higher fixed retainer and reduced per-meeting fees in 2024, with consistent annual restricted stock grants of 1,000 shares; stock award value varies with grant-date price .
Potential Conflicts & Related-Party Exposure
- Insider loans/deposits: Directors/officers and their affiliates may be Bank customers; transactions (including credit) conducted on substantially the same terms as unaffiliated parties per Regulation O; 2024 had no related person transactions requiring SEC disclosure thresholds .
- Anti-hedging: Policy prohibits hedging transactions for directors and officers (alignment positive). No explicit anti-pledging policy disclosed .
Governance Assessment
- Strengths
- Long-tenured independent director with local market/business expertise, committee service on Audit and M&A; Audit Committee fully independent; Board has independent Chair .
- Attendance threshold met; active executive sessions of independent directors (9 in 2024) .
- Stock ownership guidelines in place and met; anti-hedging policy enforced; no stock options outstanding; consistent equity grants align director interests .
- No related person transactions requiring disclosure in 2024; no Section 16 delinquency disclosed for Lambert .
- Watch items
- Insider loans common to community banks but governed by Regulation O; continue monitoring for any exceptions or changes in terms (neutral risk) .
- Meeting fee elimination may reduce variable incentives tied to attendance; monitor engagement via committee workloads and executive session frequency .
- RED FLAGS
- None disclosed specific to Lambert (no pledging, no RPTs above thresholds, no late Section 16 filings) .