Matthew L. Bower
About Matthew L. Bower
Executive Vice President and Chief Wealth Management Officer at Citizens & Northern Bank since February 2022; age 57 . He previously served 13 years as a Managing Director in PNC’s Wealth Management Group (Atlanta), and holds a Masters of Jurisprudence (Texas A&M School of Law), Stanford GSB Executive Leadership certificate, and designations including CTFA, CSOP, and CWM . During his tenure, company performance highlights include 2024 net income of $25.96M (ROAA 1.00%, ROAE 9.76%), a company-selected performance measure of (PPNR–NCOs)/Average Equity at 12.01% (63rd percentile vs peers), and five-year TSR of 85.52; Wealth Management revenue reached $10.5M in 2024 (vs $10.0M target), with trust AUM around $1.1B as of March 31, 2023 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PNC Wealth Management (Atlanta) | Managing Director | 13 years | Led team to “industry-leading” client and employee satisfaction results |
External Roles
- Not disclosed in company filings reviewed.
Fixed Compensation
- Base salary and cash compensation for Mr. Bower are not individually disclosed in the proxy (he is not a Named Executive Officer). The program provides market-competitive salary reviewed annually by the Compensation Committee .
Performance Compensation
- Structure: EVPs participate in an annual cash Incentive Award Plan (STI) and the 2023 Equity Incentive Plan (LTI) with time-based RSAs and performance-based RSAs (PRSAs) vesting over three years, subject to company and individual performance. The 2024 STI corporate component was based on relative (PPNR–NCOs)/Average Equity; KPIs included deposits (ex-brokered), fully taxable-equivalent net interest income, noninterest income (ex-wealth), total wealth management revenue, and the efficiency ratio. 2024 corporate performance paid at 126% of target; PRSA performance was met for 2022–2024 grants .
2024 company STI metrics (apply firmwide; individual weights vary by role)
| Metric | Target | Actual | Notes |
|---|---|---|---|
| Relative (PPNR–NCOs)/Average Equity vs Peer Group | 50th percentile (100%) | 63rd percentile (12.01%); corporate payout 126% | Peer median 10.94% (peer average 11.69%) |
| Annual average deposits (ex-brokered) | $2.010B | $1.996B | 99.3% of target |
| Net interest income (fully-taxable-equivalent) | $82.0M | $79.9M | 97.5% of target |
| Noninterest income (ex-wealth) | $17.6M | $18.7M | 106.4% of target |
| Total wealth management revenue | $10.0M | $10.5M | 105.4% of target |
| Efficiency ratio | 65.00% | 68.04% | Above target; threshold 68.28% |
LTI design and vesting levers
- Time-based RSAs: vest 1/3 each anniversary over 3 years (continued performance required) .
- PRSAs: vest 1/3 annually, contingent on performance; 2024 awards are 50% based on (PPNR–NCOs)/Average Equity and 50% on (PPNR–NCOs)/Average Assets vs peers, minimum thresholds at 35th and 65th percentiles, respectively .
- For 2024 performance, PRSA thresholds were met across 2022–2024 grants .
Equity Ownership & Alignment
Stock ownership policy and alignment mechanisms
- EVPs must hold company stock equal to at least 1× prior-year base salary within five years of appointment; a company-wide anti-hedging policy prohibits hedging transactions (e.g., collars, swaps) in CZNC shares .
- Presently, all directors and named executive officers meet minimum stock ownership requirements or are within five years of their start date; EVP Bower (appointed Feb 2022) is within the five-year compliance window .
Beneficial ownership snapshot (most recent specific filings for Bower)
| As-of Date | Direct Shares | Indirect Shares | Vehicle | Total |
|---|---|---|---|---|
| 12/31/2023 | 3,720 | 313 | ESOP (indirect) | 4,033 |
Insider transactions (latest disclosed)
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| 05/10/2023 | DRIP acquisition | 10 | $17.95 | Dividend reinvestment (Code J) |
| 08/09/2023 | DRIP acquisition | 9 | $20.92 | Dividend reinvestment (Code J) |
| 11/08/2023 | DRIP acquisition | 10 | $19.32 | Dividend reinvestment (Code J) |
Equity awards (disclosed grants)
| Grant Date | Instrument | Shares | Key Terms |
|---|---|---|---|
| February 2022 | Time-Based Restricted Stock | 2,000 | Granted under the 1995 Stock Incentive Plan; subject to transfer/forfeiture restrictions; cash dividends paid out (not reinvested) |
- Pledging: The proxy discloses anti-hedging but does not include an anti-pledging policy, and no pledges are indicated for Bower in available ownership disclosures reviewed .
Employment Terms
- Individual employment agreement terms for Mr. Bower are not disclosed in the 2025 proxy; company-wide practices include an executive compensation recoupment (clawback) policy compliant with Nasdaq standards .
- Employment agreements with other NEOs (CEO, CFO, CRO, etc.) include non-compete/non-solicit covenants and severance/change-in-control mechanics (multiples vary by role), but these specific terms are not disclosed for Mr. Bower .
Performance & Track Record
Company financial and line-of-business outcomes relevant to Wealth Management leadership
| Metric | 2023 | 2024 | Notes |
|---|---|---|---|
| Net Income ($) | 24,148,000 | 25,958,000 | +7.5% YoY; ROAA 1.00%, ROAE 9.76% in 2024 |
| Total Wealth Mgmt Revenue ($) | — | 10,500,000 | Met/exceeded KPI (target $10.0M) |
| Noninterest Income excl. Wealth ($) | — | 18,700,000 | KPI outperformance vs $17.6M target |
| (PPNR–NCOs)/Average Equity | — | 12.01% | 63rd percentile vs peers (drives STI corporate factor) |
| 5-year TSR (Index=12/31/2019=100) | — | 85.52 | As of 12/31/2024 |
Notes:
- Wealth Management is an explicit KPI in the STI plan (relevant to Bower’s remit) and exceeded plan in 2024 .
- Trust AUM was approximately $1.1B as of March 31, 2023, indicating scale of the franchise under Wealth Management .
Compensation Governance, Peer Group, and Say-on-Pay
- Independent consultant Pearl Meyer advises the Compensation Committee; the program uses a 20-company Mid-Atlantic peer group for benchmarking .
- 2024 Say-on-Pay support: ~82% approval, with continued annual engagement and no material program overhaul following the vote .
Risk Indicators & Policies
- Anti-hedging policy in place for directors/officers; executive clawback policy aligned with Nasdaq standards .
- Stock ownership guidelines: EVPs 1× salary within five years; compliance assessed annually .
Investment Implications
- Pay-for-performance alignment: Corporate STI tied to relative (PPNR–NCOs)/Average Equity and KPIs including wealth revenue; 2024 results produced above-target payout for the corporate component, signaling linkage between Bower’s line performance and incentive outcomes .
- Retention and selling pressure: No insider sales disclosed for Bower; small DRIP accruals and a prior 2,000-share time-based RSA support ongoing alignment; ownership guideline (1× salary within five years) further anchors retention through required share accumulation .
- Governance safeguards: Anti-hedging and clawback policies, plus three-year LTI vesting with annual performance gates (PRSAs), reduce misalignment and discourage short-term risk-taking in wealth management initiatives .
Appendix: Company STI and LTI Mechanics (Selected Details)
- STI corporate metric: Relative (PPNR–NCOs)/Average Equity; 2024 outcome 126% vs target 100% (63rd percentile vs peer median 10.94%) .
- KPIs and 2024 actuals: Deposits ex-brokered $1.996B vs $2.010B target; FTE net interest income $79.9M vs $82.0M; noninterest income ex-wealth $18.7M vs $17.6M; wealth revenue $10.5M vs $10.0M; efficiency 68.04% vs 65% target .
- LTI: 50% RSAs (time-based, 3-year ratable vest); 50% PRSAs (3-year, annual vest tranches contingent on percentile thresholds for (PPNR–NCOs)/Average Equity and (PPNR–NCOs)/Average Assets) .
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