Bernard M. Lesavoy

About Bernard M. Lesavoy

Bernard M. Lesavoy (age 66) is a Director of Embassy Bancorp, Inc. (the Company) and Embassy Bank, and a principal of Lesavoy Butz & Seitz LLC, where he heads the firm’s Corporate and Real Estate Departments; he holds a bachelor’s and master’s degree in business administration and a law degree, all from George Washington University, and has practiced law in the Lehigh Valley since 1987 . He has served as a Director of the Company since its organization in 2008 and of the Bank since its inception in 2001 (Company service since 2008; Bank service since 2001) . He is a current Class 3 Director with a term expiring in 2025 and is nominated for re‑election for a three‑year term . The Company’s proxy states no director of the Company serves on other publicly held company boards .

Past Roles

External Roles

Board Governance

Fixed Compensation

Director Summary Compensation (FY 2024 for 2023 services):

Note: Company presents the Director Summary Compensation Table; stock awards are issued under the SIP. Mix between cash and equity is at director election, subject to a 50% cash cap .

Performance Compensation

Other Directorships & Interlocks

Expertise & Qualifications

• Legal, corporate, and real estate expertise; business succession and exit planning focus .
• Deep regional network and community leadership across healthcare, commerce, legal, and municipal planning organizations .
• Prior bank advisory experience (Ambassador Bank advisory council) .
• Educational credentials: bachelor’s and master’s in business administration and a law degree (George Washington University) .

Equity Ownership

Pledging/Hedging:

• No pledging is indicated for Mr. Lesavoy in the footnotes (pledging disclosed for certain other directors) . Anti‑hedging policy prohibits hedging and short‑selling by directors .

Related‑Party Transactions (Conflict Map)

Governance Assessment

• Positive indicators

  • 100% Board/committee attendance in 2024 (except one director at 90%); high engagement standard and attendance‑linked compensation eligibility (≥75% threshold; pro‑rata below 100%) .
  • Director compensation partly delivered in stock under the SIP, aligning interests; board/management collectively own ~29% of shares (28.99% as of Feb 28, 2025) .
  • Anti‑hedging policy across directors and employees; no pledging indicated for Mr. Lesavoy .

• Red flags / risks

  • Independence: Mr. Lesavoy is NOT independent under NASDAQ due to (i) his firm’s paid legal work for the Company/Bank and (ii) his officer role at Red Bird Associates, LLC (which leases HQ to the Bank) .
  • Related‑party exposure: 2024 legal fees to his firm ($112,170) and significant HQ lease payments to insider entity Red Bird ($830,694 in 2024; commitment ~$1.32M through 2027); he is a managing member/officer of Red Bird .
  • Compensation oversight structure: Personnel Committee (compensation committee) is chaired by Mr. Lesavoy and has no charter; CEO is a member (abstains on NEO matters), which may raise perceived governance stringency concerns versus best practices .
  • Board structure: No Lead Independent Director; Audit Committee lacks an SEC‑defined “financial expert,” potentially impacting investor perception of oversight rigor in a regulated financial institution .
  • Insider credit concentration: Aggregate loans to directors/officers/affiliates of ~$14.0M (13% of equity) as of 12/31/2024—policy‑mitigated but noteworthy concentration .

• Implications for investor confidence

  • The combination of non‑independence, chairing the Personnel (compensation) committee without a charter, and material related‑party transactions (legal services and Red Bird lease) are governance overhangs that could weigh on minority shareholder confidence despite strong attendance and meaningful insider ownership alignment .

Citations refer to EMYB’s 2025 DEF 14A unless otherwise indicated.
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:10]** Director biography and qualifications (age, education, career, community roles)
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:13]** Director service history (Company since 2008; Bank since 2001)
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:9]** No other public company directorships; nominations context
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:41]** Meeting notice listing nominees
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:15]** Board/Audit Committee structure and attendance
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:16]** Personnel Committee composition, duties, lack of charter; nominating process
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:17]** Anti‑hedging policy; related‑party loans; Red Bird lease details and insider ownership
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:18]** Legal services by Lesavoy Butz & Seitz LLC; board approval of affiliate transactions
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:30]** SIP terms; Director Summary Compensation Table (FY2024)
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:31]** Non‑Employee Director Compensation Program terms and 2025 approval
**[1449794_0001449794-25-000004_emyb-20250618xdef14a.htm:39]** Collective insider ownership (28.99%) and board independence positioning