Stephen M. Dorwart
About Stephen M. Dorwart
Independent director of Citizens & Northern Corporation since 2020 (Class III); age 55 as of the April 24, 2025 annual meeting. A CPA and managing partner of Fischer Dorwart, PC (offices in Audubon, NJ and Harrisburg, PA), licensed in Pennsylvania, New Jersey, and Delaware; prior board service at Covenant Bank where he chaired the Audit and Compensation Committees and served five years as Lead Outside Director; B.S. in Business Administration from Bucknell University (1991). He is independent under NASDAQ rules (all directors except the CEO are independent).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Covenant Bank | Director; Lead Outside Director (5 years) | 2007–July 2020 | Chaired Audit and Compensation Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Fischer Dorwart, PC (public accounting firm) | Managing Partner | Not disclosed (current) | CPA licensed in PA, NJ, DE; offices in Audubon, NJ and Harrisburg, PA |
Board Governance
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Board structure and independence: Independent Chairman (Terry L. Lehman) separates oversight from management; all directors (except CEO) are independent under NASDAQ rules. The Board held 12 meetings (corporation) and 12 (bank) in 2024; independent directors held 9 executive sessions. All incumbent directors attended at least 75% of Board and committee meetings.
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Committee assignments (2024):
- Audit Committee: Chair (Stephen M. Dorwart); members Leo F. Lambert, Terry L. Lehman, Helen S. Santiago, Aaron K. Singer; 7 meetings. Board designated Terry L. Lehman as the audit committee financial expert; Board determined all members have sufficient financial knowledge.
- Compensation Committee: Member (Dorwart); Chair Bobbi J. Kilmer; 9 meetings.
- Governance & Nominating: Not listed as member (no Dorwart).
- Risk Management Committee: Not listed as member (no Dorwart).
- Asset Liability Committee: Member (Dorwart); 1 meeting; merged into Risk Committee April 24, 2024.
- Bank Wealth Management Committee: Member (Dorwart); 4 meetings.
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Director ownership policy and anti-hedging: Minimum director ownership = 3x annual cash retainer (retainer currently $45,000), with 5 years to comply; all directors meet the minimums or are within the 5-year window. Directors/officers are prohibited from hedging company stock.
Fixed Compensation
| Component | 2024 Amount/Terms |
|---|---|
| Fees earned or paid in cash (Dorwart) | $64,342 |
| Stock awards (Dorwart) | $21,385 (1,000 shares of restricted stock at $21.385 grant-date value) |
| Total 2024 director compensation (Dorwart) | $85,727 |
| Equity outstanding at 12/31/2024 (all non-employee directors) | 1,000 restricted shares each; value $18,600 at 12/31/2024 close |
| 2024 fee schedule changes (effective May 1, 2024) | Cash retainer increased from $20,000 to $45,000; Chair (Board) +$25,000; Audit Chair $7,500; Compensation Chair $5,000; Risk Chair $8,000; most per-meeting fees eliminated for first 1–5 meetings (Board and committees) |
Note: Dorwart served as Audit Committee Chair in 2024, which aligns with the fee structure above.
Performance Compensation
| Element | Terms |
|---|---|
| Non-equity incentives (directors) | None disclosed for directors (option/bonus columns omitted in proxy’s director compensation table) |
| Performance metrics tied to director equity | Not performance-based; annual director equity grant of 1,000 restricted shares (time-based). |
Other Directorships & Interlocks
| Company | Type | Role | Timing | Notes |
|---|---|---|---|---|
| Covenant Bank | Bank | Director; Lead Outside Director | 2007–July 2020 | Chaired Audit and Compensation Committees |
No current other public company directorships or disclosed interlocks for Dorwart in the past five years beyond Covenant Bank.
Expertise & Qualifications
- CPA with multi-state licensure; managing partner of a public accounting firm (financial reporting/audit acumen).
- Prior board leadership (Lead Outside Director; chaired audit and compensation at Covenant Bank).
- Current Audit Committee Chair at CZNC; Board designated Terry L. Lehman as the “audit committee financial expert”; Board determined all audit members (including Dorwart) have sufficient financial knowledge.
- Education: B.S. in Business Administration, Bucknell University (1991).
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Dorwart) | 18,265 shares (<1% of outstanding) |
| Ownership guideline | Min. 3x annual cash retainer (retainer $45,000) |
| Compliance status | All directors meet guidelines or are within the 5-year compliance window |
| Anti-hedging | Hedging of CZNC equity prohibited for directors/officers |
| Pledging | No pledging disclosure for Dorwart; no related-person transactions requiring disclosure in 2024 |
| Insider filings | One late Section 16 filing for Dorwart due to administrative oversight (sale of shares to pay brokerage account annual maintenance fee) |
Governance Assessment
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Strengths
- Independent director and Audit Committee Chair; committees met regularly (Audit 7x; Compensation 9x; Wealth Mgmt 4x; Board 12x; 9 executive sessions). Attendance at least 75% for all directors—supports engagement.
- Robust independence posture: all directors except CEO deemed independent; independent Board Chair.
- Ownership alignment: director stock ownership guideline (3x retainer), with compliance achieved or within window; annual director equity grants. Anti-hedging policy in force.
- No related-person transactions requiring disclosure in 2024; insider loans (if any) on market terms.
- Compensation governance: independent consultant (Pearl Meyer) for executive and director compensation; independence assessed by the Committee.
- Shareholder say-on-pay support of ~82% in 2024 suggests acceptable pay alignment environment.
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Watch items / red flags
- One late Section 16 filing for Dorwart (administrative oversight tied to a small sale to cover brokerage account fees). While minor, late filings can raise process/controls questions.
- Audit Committee “financial expert” designation resides with the Board Chair (Lehman), not Dorwart; however, Dorwart is a CPA and Audit Chair, and Board affirmed members’ financial literacy.
- Director fee structure shifted materially toward fixed cash retainer in 2024 (from $20,000 to $45,000) and reduced per-meeting fees for initial meetings; investors may monitor for unintended incentives or reduced variability tied to workload.
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Compensation structure signals (directors)
- Mixed cash + time-based equity (1,000 RSAs annually), with no performance-based director pay—typical for small/mid-cap banks and supports independence.
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Committee effectiveness (compensation oversight)
- Compensation Committee independent; used external advisor; 9 meetings in 2024—indicates active oversight; Dorwart serves as a member.
Overall: Dorwart brings deep accounting and bank board experience, chairing the Audit Committee and contributing to Compensation and Wealth Management oversight. The minor late filing is a process blemish but there are no material related-party exposures disclosed, ownership alignment is solid, and committee cadence/independence support investor confidence.