Terry L. Lehman

About Terry L. Lehman

Terry L. Lehman, age 67, has served on the CZNC Board since 2016 and is the independent Chairman of the Board for Citizens & Northern Corporation and Citizens & Northern Bank. He is a retired CPA (inactive) with 35+ years’ experience across public accounting and private industry, including senior roles at BDO, ParenteBeard, Beard Miller, and Ernst & Young, and an internal auditor role at Peoples National Bank of Lebanon; he holds a BSBA in Accounting from Shippensburg University and has completed the Bank Director Certification Program .

Past Roles

External Roles

Board Governance

• Independent Chairman; Board leadership structure separates Chair from CEO, enhancing oversight; Lehman presides over Board meetings, executive sessions of independent directors, and Executive Committee if activated, and serves as conduit for independent directors to the CEO .
• Independence: All directors (except CEO J. Bradley Scovill) were independent in 2024; loans to directors are on market terms; no related person transactions required disclosure in 2024 .
• Attendance: In 2024 the Corporation and Bank Boards each met 12 times; independent directors held 9 executive sessions; all incumbent directors attended ≥75% of Board and committee meetings on which they served .
• Committee Assignments (2024):
  • Audit Committee member; Lehman designated as “audit committee financial expert” .
  • Compensation Committee member .
  • Chair, Risk Management Committee (5 meetings) .
  • Chair, Merger & Acquisition Committee (2 meetings) .
  • Information Technology Committee member (merged into Risk as of Apr 24, 2024; IT met once in 2024) .
  • Asset Liability Committee member (merged into Risk as of Apr 24, 2024; met once in 2024) .
• Director stock ownership guidelines: Minimum of 3x annual cash retainer ($45,000), i.e., $135,000; directors have 5 years to meet; “presently, all directors and named executive officers meet the minimum” or are within the period .
• Anti-hedging policy prohibits hedging transactions in CZNC equity for directors/officers .

Fixed Compensation

• Mix: Cash ≈ 81.8% ($95,683) and equity ≈ 18.2% ($21,385) of 2024 total director compensation; derived from disclosed amounts .

Performance Compensation

Other Directorships & Interlocks

• Compensation consultant: Pearl Meyer served as independent advisor on executive and director compensation matters in 2024; assessed independence under SEC/NASDAQ standards .
• Compensation peer group is defined for NEO pay benchmarking; not directly applied to director pay but informs governance process .

Expertise & Qualifications

• CPA (inactive); designated Audit Committee Financial Expert; deep financial reporting and audit background in banking and public companies .
• Board governance experience as independent Chairman; presides over executive sessions; chairs Risk and M&A committees .
• Education: BSBA, Accounting (Shippensburg University); Bank Director Certification Program completed .

Equity Ownership

• Ownership guideline compliance: Company states all directors meet minimum ownership or are within the five-year window .
• Hedging/pledging: Hedging prohibited; no pledging disclosure noted; loans to directors on market terms per Regulation O .
• Section 16: Company reported timely filings for directors/officers except one late filing for Director Dorwart; no late filing noted for Lehman .

Governance Assessment

• Strengths:

  • Independent Chair with audit expertise; clear separation of oversight and management roles; frequent executive sessions of independent directors (9 in 2024) .
  • Robust committee engagement: Audit (member/financial expert), Compensation (member), Risk (Chair), M&A (Chair); active schedules (Audit 7; Comp 9; Risk 5; M&A 2 meetings in 2024) .
  • Ownership alignment via stock ownership guidelines; directors currently in compliance; annual equity grants to directors (albeit modest) .
  • No related-person transactions requiring disclosure in 2024; loans to insiders on arms-length terms; anti-hedging policy in place .
  • Independent compensation consultant engaged; say-on-pay approval was ~82% in 2024, indicating shareholder support for pay practices .

• Potential risk indicators and monitoring points:

  • Concentration of roles: As Board Chair and Chair of both Risk and M&A Committees, Lehman holds multiple leadership posts—ensure continued independent challenge and sufficient committee bandwidth .
  • Auditor transition in 2024 (Baker Tilly to Crowe LLP): governance oversight adequate per Audit Committee report; continue monitoring audit quality and independence disclosures .
  • Meeting attendance disclosed at a ≥75% threshold for all directors; company does not disclose individual attendance rates—investors may seek granular director-level attendance metrics .

• Overall signal: Lehman’s profile supports board effectiveness (financial expertise, independent chairmanship, multi-committee leadership) and alignment (ownership policy, modest equity grants). No explicit conflicts or related-party exposures are disclosed; governance structures (clawback for executives, anti-hedging, independent consultant) reinforce investor confidence .