Robert G. Loughery
About Robert G. Loughery
Independent director of Citizens & Northern Corporation (CZNC) since 2020; age 55 as of April 24, 2025. Background includes President of Nehemiah Development Company, five years on the Covenant Bank board, and public service as Bucks County Commissioner (2011–2020). Holds a B.A. in Policy & Management Studies from Dickinson College (1991), was commissioned an officer in the U.S. Army Reserves, and completed the Bank Director Certification Program. Determined independent under NASDAQ standards; all directors except the CEO are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Bank | Director | 5 years | Not disclosed in CZNC proxy |
| County of Bucks (PA) | County Commissioner | Feb 2011 – Jan 2020 | Public authority governance; specific committees not disclosed |
| U.S. Army Reserves | Commissioned Officer | Post-1991 (not specified) | Military leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Nehemiah Development Company, Inc. | President | Current | Real estate investor/developer |
| Various private boards and public authorities | Member | Current/unspecified | Not enumerated in proxy |
Board Governance
- Independence: Independent director; Board has an independent Chair (Terry L. Lehman), maintaining separation from management .
- Attendance and engagement: In 2024 the Corporation and Bank Boards met 12 times each; independent directors held nine executive sessions. All incumbent directors attended at least 75% of Board and committee meetings .
- Committee assignments (2024):
- Governance & Nominating Committee – Member; Chair: Susan E. Hartley .
- Risk Management Committee – Member; Chair: Terry L. Lehman .
- Asset Liability Committee – Member; Chair: J. Bradley Scovill; merged into Risk Committee as of April 24, 2024 .
- Information Technology Committee – Member; Chair: Aaron K. Singer; merged into Risk Committee as of April 24, 2024 .
- Finance & Loan Committee – Member; Chair: J. Bradley Scovill; merged into Risk Committee as of April 24, 2024 .
- Stock ownership requirements: Minimum 3× annual cash retainer (retainer currently $45,000), with 5 years to comply; the proxy states all directors meet requirements or are within the five-year window .
- Anti-hedging: Directors and officers prohibited from hedging CZNC equity (e.g., puts/calls, swaps, collars) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $51,867 | Includes annual retainer and attendance/committee fees |
| Stock awards (2024) | $21,385 | 1,000 restricted shares at $21.385 grant-date fair value per share |
| Total (2024) | $73,252 | Cash + equity |
Fee schedule changes effective May 1, 2024:
- Annual cash retainer increased from $20,000 (Jan 1–Apr 30, 2024) to $45,000 (May 1–Dec 31, 2024) .
- Committee chair fees: Risk Committee $4,000 → $8,000; Audit $7,500; Compensation $5,000; other committees $4,000 (unchanged where noted) .
- Per-meeting fees largely eliminated except thresholds (e.g., Audit/Compensation after 5+ meetings remain $700; others $600) .
Performance Compensation
| Equity Grant Type (Directors) | Grant | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted stock (non-employee directors) | 1,000 shares; grant-date FV $21.385 | Transfer restrictions; vesting terms per 2023 Equity Plan | None disclosed for directors; awards are time/restriction-based |
- No performance-based cash for directors is disclosed; stock awards for directors are not tied to corporate performance metrics (the PRSA metrics cited in the proxy apply to executives, not directors) .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Loughery in the past five years (proxy explicitly lists other public company directorships where applicable) |
| Prior public company boards (5-year lookback) | None disclosed |
| Shared directorships/interlocks | Not disclosed |
Expertise & Qualifications
- Over 20 years’ experience in real estate development and finance; current President, Nehemiah Development Company .
- Public sector governance experience as Bucks County Commissioner (2011–2020) .
- Bank governance credentials: Completed Bank Director Certification Program .
- Education: B.A. in Policy & Management Studies, Dickinson College (1991) .
- Military leadership: Commissioned officer in U.S. Army Reserves .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| Robert G. Loughery | 9,427 | <1% | Beneficial ownership per SEC Rule 13d‑3; no outstanding options |
| Restricted director shares (unlapsed transfer restrictions) | 1,000 | — | Value $18,600 at 12/31/2024 closing price for each director’s 1,000 shares |
| Ownership guideline status | In compliance | — | Proxy states all directors meet or are within compliance window |
Governance Assessment
- Strengths:
- Independence and engaged oversight: independent Chair; Loughery serves on key risk and governance committees, aligning with board effectiveness priorities .
- Attendance: All directors met at least 75% attendance; independent directors held nine executive sessions, supporting robust oversight .
- Alignment: Director stock ownership guidelines (3× retainer) and annual restricted stock grants support skin-in-the-game; anti-hedging policy enhances alignment .
- Conflicts: No related person transactions requiring disclosure in 2024; insider lending governed by Regulation O and on market terms .
- Watch items:
- Cash retainer increased materially to $45,000 effective May 1, 2024; while common among peers, it shifts cash/equity mix modestly toward cash—monitor future changes to director pay structure .
- Real estate development background implies potential exposure to lending relationships; current proxy discloses no related-party transactions and Regulation O compliance, but continued monitoring prudent .
- Signals:
- Compensation governance utilizes independent consultant (Pearl Meyer) with independence affirmed; peer group rigor disclosed—supports pay governance credibility .
- Say-on-pay support for executives was ~82% in 2024; while not specific to director pay, indicates overall investor acceptance of CZNC’s compensation governance .
RED FLAGS: None disclosed for Loughery in 2024 regarding related-party transactions, hedging/pledging, attendance shortfalls, or pay anomalies .