Susan E. Hartley
About Susan E. Hartley
Independent director of Citizens & Northern Corporation (CZNC) since 1998; age 67. Hartley is an attorney (since 1984) with a B.A. (Elmira College), M.A. (SUNY Buffalo), and J.D. (SUNY Buffalo School of Law), and has completed the Bank Director Certification Program. The Board deems her independent under NASDAQ standards, with over 20 years of board experience and legal expertise cited among core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Practice (Law) | Attorney | Since 1984 | Legal expertise applied to bank governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed (public company boards, past 5 years) | — | — | CZNC proxy lists other public boards if any; none for Hartley |
Board Governance
- Independence: All directors and nominees were independent during 2024 except the CEO; Hartley is independent .
- Committees and chair roles:
- Governance & Nominating Committee – Chair; 5 meetings in 2024 .
- Risk Management Committee – Member; 5 meetings in 2024 .
- Asset Liability Committee – Member; merged into Risk Committee as of Apr 24, 2024; 1 meeting in 2024 .
- Attendance and engagement:
- Board of the Corporation met 12 times; Board of the Bank met 12 times; independent directors held 9 executive sessions .
- All incumbent directors attended at least 75% of Board and applicable committee meetings .
- Leadership: Board chaired by independent director Terry L. Lehman (separate from CEO); presides over executive sessions .
- Stock ownership guidelines: Independent directors must own ≥3x annual cash retainer; current retainer $45,000, implying $135,000 guideline value, measured at June 30 each year . All directors meet guidelines or are within 5-year compliance window .
- Anti-hedging policy: Prohibits hedging transactions by directors and officers .
Committee Assignments (2024)
| Committee | Role | Meetings (2024) | Notes |
|---|---|---|---|
| Governance & Nominating | Chair | 5 | Sets board selection criteria, recommends directors/committee chairs |
| Risk Management | Member | 5 | Oversees enterprise-wide risk program |
| Asset Liability | Member | 1 | Merged into Risk Committee as of Apr 24, 2024 |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual director cash fees (2024, Hartley) | $55,667 | Includes retainer, chair fee, and applicable attendance fees |
| Annual cash retainer (policy) | $45,000 (effective May 1, 2024) | Increased from $20,000 (Jan 1–Apr 30, 2024) |
| Governance & Nominating Chair fee (policy) | $4,000 | Applies to “All Other Committees” chair category |
| Board meeting attendance fees (policy) | $0 after May 1, 2024 | $1,000 per Board meeting before May 1, 2024 |
| Committee attendance fees (policy) | $0 for 1–5 meetings after May 1, 2024; $600 for ≥6 meetings (All Other Committees) | Audit and Compensation $700 for ≥6 meetings |
Performance Compensation
| Component | Shares/Value | Vesting/Notes |
|---|---|---|
| Annual director equity grant (2024) | 1,000 RSAs; $21,385 grant-date fair value | Shares awarded under 2023 Equity Plan; transfer restrictions not yet lapsed as of Dec 31, 2024 |
No option awards or performance-linked metrics are disclosed for non-employee directors; director equity is time-based restricted stock under the 2023 Equity Plan .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock/Conflict |
|---|---|---|
| None disclosed (public companies, past 5 years) | — | No public company board interlocks reported for Hartley |
Expertise & Qualifications
- Legal background (J.D.), long-tenured board service since 1998, Bank Director Certification Program completed .
- Governance leadership as Chair of Governance & Nominating Committee .
- Risk oversight experience via Risk Management Committee membership .
Equity Ownership
| Holder | Beneficial Shares | % of Shares Outstanding | Notes |
|---|---|---|---|
| Susan E. Hartley | 22,794 | 0.147% (calc: 22,794 ÷ 15,467,390) | <1% per proxy; includes direct/indirect holdings; no options outstanding |
| Director RSA (2024 grant) | 1,000 shares (transfer restrictions not yet lapsed at 12/31/24) | — | Under 2023 Equity Plan |
| Ownership guideline status | In compliance or within window | — | Guideline equals ≥$135,000 (3×$45,000 retainer) at June 30 valuation |
Related Party Transactions and Conflicts
- Loans/deposits with directors allowed in ordinary course per Regulation O; on market terms; not deemed to impair independence .
- No related person transactions requiring disclosure in 2024 .
- Anti-hedging policy in place; no pledging disclosure noted; stock ownership restrictions encourage retention until guideline met .
Insider Trades and Section 16 Compliance
| Item | Status | Notes |
|---|---|---|
| Section 16(a) filings (2024) | Timely for directors and officers, except one late filing by Director Dorwart (brokerage account fee-related sale) | No late filing exception noted for Hartley |
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval | Notes |
|---|---|---|
| 2024 | ~82% approval | Committee maintained pay practices; annual say-on-pay continued |
Governance Assessment
- Strengths: Independent status; governance leadership (committee chair); active risk oversight roles; independent board chair; executive sessions conducted regularly; compliance with stock ownership guidelines; anti-hedging policy; no related party transactions requiring disclosure in 2024 .
- Engagement: Board/Bank each met 12 times; Hartley met ≥75% attendance threshold; Governance & Nominating convened 5 times under her chairmanship .
- Alignment and incentives: Director pay mix comprises fixed cash retainer (raised to $45,000 mid-2024) and annual restricted stock (1,000 shares); beneficial ownership of 22,794 shares supports alignment .
- Potential signals/considerations: Long tenure (since 1998) may prompt investors to monitor board refresh dynamics; however, independence affirmed and committee leadership active .