Brandi L. Stefanov
About Brandi L. Stefanov
Brandi L. Stefanov is Executive Vice President, Branch Administration at Embassy Bancorp, Inc. and Embassy Bank for the Lehigh Valley. She began her banking career in 1993, previously worked at Ambassador Bank and Lafayette Ambassador Bank, and joined Embassy Bank in 2006; she was 50 years old as of the 2025 proxy statement . She is listed among the company’s Executive Leadership team and designated as a Restricted Person under the Insider Trading Policy, subject to preclearance/blackout requirements . Company-wide compensation decisions emphasize discretionary cash and equity bonuses tied to overall company and employee performance rather than formulaic metrics; the proxy does not disclose TSR, revenue, or EBITDA growth metrics tied to Ms. Stefanov’s pay .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ambassador Bank | Not disclosed | Not disclosed (pre-2006) | Prior banking experience before joining Embassy Bank |
| Lafayette Ambassador Bank | Not disclosed | Not disclosed (pre-2006) | Prior banking experience before joining Embassy Bank |
| Embassy Bank for the Lehigh Valley | EVP, Branch Administration | Joined 2006 | Executive leadership in branch administration |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Various organizations (unspecified) | Not disclosed | Not disclosed | Described as active in various organizations; specifics not provided |
Fixed Compensation
- The Summary Compensation Table identifies Named Executive Officers (NEOs) and discloses their salary/bonus/equity, but Ms. Stefanov is not listed as a NEO; therefore, her base salary, target bonus, and actual bonus are not disclosed in the proxy .
- Company-wide benefits include a 401(k) with a 50% company match up to 4% of compensation, health/vision/dental insurance, disability benefits, and life insurance equal to 3x salary for employees (including executives) .
- Annual salary adjustments and both cash and equity bonuses are discretionary and based on budget and performance; no formulaic payouts for Ms. Stefanov are disclosed .
Performance Compensation
- The proxy discloses no individual incentive plan metrics, weightings, or payouts for Ms. Stefanov; she is not in the NEO incentive tables for 2024 or prior year outstanding equity awards .
- Embassy’s Stock Incentive Plan (SIP) authorizes grants (options, SARs, restricted stock, deferred stock) to designated officers; awards have Board‑determined vesting and automatically vest upon a change in control; SIP expires June 20, 2029 (max shares 756,356) .
- Anti‑hedging: all employees and directors are prohibited from short‑selling company securities or transacting in derivatives of company securities (other than plan securities) .
Incentive Plan Design (Company-Level Framework)
| Feature | Description |
|---|---|
| Plan vehicles | Options, SARs, restricted stock, deferred stock at Board discretion |
| Vesting | Set at grant; automatic vesting upon change in control |
| Hedging policy | No short-selling or derivatives by employees/directors |
| Bonus approach | Discretionary cash and equity bonuses based on employee/company performance |
Equity Ownership & Alignment
- Individual beneficial ownership for Ms. Stefanov is not disclosed; the beneficial ownership table covers Directors and NEOs and does not include her .
- Board and executive management collectively hold over 29% of shares outstanding, indicating broad insider alignment at the firm level (not specific to Ms. Stefanov) .
- Pledging: the beneficial ownership table notes pledging by certain insiders (e.g., CEO and a director) but provides no pledge disclosure for Ms. Stefanov (not listed in the table) .
- Insider trading controls: Ms. Stefanov is designated a “Restricted Person” under the Insider Trading Policy (subject to preclearance/blackouts) ; anti-hedging policy applies to her as an employee/executive .
Employment Terms
- Employment agreements and SERPs are detailed for specific executives: CEO (Lobach) and CFO/COO (Hunsicker) have five-year auto‑renewing contracts, annual restricted stock of not less than 8% of salary, and change‑in‑control (CIC) cash severance of 5x salary+bonus with continued benefits for five years and excise tax gross‑up; these provisions are not disclosed for Ms. Stefanov .
- SERPs are disclosed for Lobach, Hunsicker, Cunningham, and Neel; no SERP is disclosed for Ms. Stefanov .
- Under the SIP, any equity awards granted vest automatically upon a change in control, which would apply to designated officers generally, subject to grant participation; the proxy does not show individual SIP grants for Ms. Stefanov .
Risk Indicators & Governance Notes (Company Framework; not specific to Stefanov unless noted)
- Anti‑hedging policy prohibits short‑selling/derivatives for all employees/directors .
- CIC gross‑up provisions exist for CEO and CFO/COO (shareholder‑unfriendly feature); none disclosed for Ms. Stefanov .
- Related‑party transactions involve certain directors/executives (e.g., leases via Red Bird Associates, insider branch lease), and list named insiders; Ms. Stefanov is not named in these related‑party disclosures .
- No explicit executive clawback policy is described in the proxy materials reviewed; not found in the 2025 or 2024 proxies .
Data Availability Summary for Ms. Stefanov
| Category | Disclosure Status | Source |
|---|---|---|
| Age | 50 (as of 2025 proxy) | |
| Current role | EVP, Branch Administration | |
| Career start/joined Embassy | Banking since 1993; joined Embassy in 2006 | |
| Compensation detail (salary/bonus/equity) | Not disclosed (not a Named Executive Officer) | |
| Outstanding/Unvested awards | Not disclosed for Stefanov; NEO tables exclude her | |
| Ownership (shares/%) | Not disclosed for Stefanov; table covers Directors/NEOs | |
| Insider status/policies | Restricted Person; anti‑hedging applies | |
| Employment agreement/SERP | Not disclosed for Stefanov; disclosed for CEO/CFO and some others |
Investment Implications
- Compensation alignment: Because Ms. Stefanov is not a Named Executive Officer, the proxy omits her pay magnitude, bonus metrics, and equity awards; alignment must be inferred from company‑level frameworks (discretionary bonuses and SIP eligibility) and insider trading controls rather than individual targets or ownership thresholds .
- Retention/CIC: No employment agreement or SERP is disclosed for Ms. Stefanov, limiting visibility into severance/CIC economics for her; contrast this with the sizeable CIC protections and gross‑ups for the CEO and CFO/COO, which could create internal disparities but also suggest that only certain roles have formalized protection at EMYB .
- Trading signals/overhang: We found no Form 3/4/5 details for Ms. Stefanov in the materials reviewed; without award or ownership disclosures, there is limited visibility into potential near‑term selling pressure from vesting or 10b5‑1 plan activity; company‑wide anti‑hedging reduces speculative trading risk .
- Governance risk: The company’s use of CIC gross‑ups for some executives is a shareholder‑unfriendly feature; however, Ms. Stefanov is not disclosed as a beneficiary of such terms. Monitor future proxies/8‑Ks for any elevation to NEO status, new equity grants under the SIP (which auto‑vest on CIC), or compensatory arrangements under Item 5.02 filings that would clarify her incentives and retention risk .