Geoffrey F. Boyer
About Geoffrey F. Boyer
Geoffrey F. Boyer (age 80) is an independent director of Embassy Bancorp, Inc. and a long-serving director of Embassy Bank for the Lehigh Valley. He has 45+ years of experience in financial planning, investments, insurance, and banking, held Certified Financial Planner status from 1985 through 2021, and has served on the Company’s Board since 2008 and the Bank’s Board since 2001, reflecting deep local market and governance continuity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Boyer Financial Group / Quantum Financial Management, LLC | Founder; merged into Quantum (Dec-2018); transferred interest (Jan-1-2021) | 2018–2021 | Succession planning and transition of business |
| Leadership Lehigh Valley | Graduate; former Board Member and President | Not disclosed | Regional leadership development; alumni governance |
| Emmaus Rotary Club | Past President | Not disclosed | Community leadership and service |
| Greater Lehigh Valley Chamber of Commerce | Former Board Member; President of Small Business Council | Not disclosed | Small business advocacy and community engagement |
| Red Cross Clara Barton Society (Lehigh Valley) | Co-Chair (with spouse) | Not disclosed | Philanthropy and donor stewardship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Local small businesses and charities | Officer/Director (several) | Ongoing | Governance across regional enterprises and non-profits |
Board Governance
- Board structure: 8 directors across three staggered classes; Boyer serves on the Company and Bank Boards .
- Independence: Boyer is considered independent under Nasdaq standards (only Lobach, Lesavoy, Banko III are not) .
- Committee memberships: Audit Committee member; Audit Chair is John G. Englesson; all voting Audit members are independent .
- Compensation governance: No formal compensation committee at the Company; Bank’s Personnel Committee (Banko, Englesson, Lesavoy (Chair), Lobach) performs compensation functions; no compensation consultant engaged in 2024 .
- Attendance: Board met 14 times in 2024; Boyer attended 100% of Board and committee meetings (only Banko at 90%) . All current directors were present at the 2024 annual meeting .
- Lead Independent Director: None appointed .
- Risk oversight: Audit Committee meets at least quarterly; engages with internal auditors and external accountants; Boyer is a signatory to the Audit Committee’s 2025 report .
Fixed Compensation
Non-employee directors receive a single annual retainer (mix of cash/equity at the director’s election; cash capped at 50%). Eligibility requires ≥75% attendance; pro-rated if between 75–100%; no fee if <75% .
| Metric | FY 2022 Service (paid 2023) | FY 2023 Service (paid 2024) |
|---|---|---|
| Cash Retainer | $26,254 | $30,002 |
| Restricted Stock (RS) | $26,246 | $29,998 |
| Total Annual Director Pay | $52,500 | $60,000 |
| Program terms | $52.5k program in 2022 | $60k program; cash ≤50%; ≥75% attendance threshold |
Performance Compensation
Director compensation is not performance-based; directors receive time-based restricted stock under the 2010 Stock Incentive Plan (SIP). Awards vest per grant terms determined by the Board, and vest automatically upon a change in control; SIP expires June 20, 2029 .
| Component | Details |
|---|---|
| Instrument | Restricted Stock under SIP (non-employee directors eligible) |
| Vesting | Board-determined; automatic vesting upon change in control |
| Performance Metrics | None disclosed for director equity awards |
| Attendance Gate | Annual fee requires ≥75% attendance; pro-rating if <100% |
Other Directorships & Interlocks
| Entity | Type | Relationship | Financial Exposure/Notes |
|---|---|---|---|
| Public company boards | Public | None | “No Director of the Company is a Director of any other publicly held company.” |
| Red Bird Associates, LLC | Private LLC (HQ landlord) | Boyer holds equity interest; entity co-owned by insiders | 2024 rents for HQ: $830,694; lease commitment ~$1,318,267 through Feb-28-2027; transactions approved by disinterested directors |
Expertise & Qualifications
- Certified Financial Planner (1985–2021); 45+ years in financial planning, investments, insurance, and banking .
- Regional leadership across civic and business organizations, indicating stakeholder engagement and local network strength .
- Long-tenured governance experience (Board since 2008; Bank since 2001), supporting institutional knowledge and continuity .
Equity Ownership
| Metric | Apr-22-2024 | Apr-21-2025 |
|---|---|---|
| Beneficial Ownership (shares) | 106,033 | 102,172 |
| Percent of Outstanding | 1.39% | 1.34% |
| Notes | Includes 5,276 shares held by spouse; no options currently exercisable within 60 days; no pledging disclosed for Boyer |
Additional ownership policies and signals:
- Directors must be shareholders per bylaws .
- Insider Trading Policy prohibits short-selling and derivatives; anti-hedging applies to directors and employees .
Governance Assessment
Key positives:
- Independence and Audit oversight: Boyer is an independent member of the Audit Committee; Audit governance includes regular executive sessions with auditors and quarterly reviews .
- Attendance and engagement: 100% meeting attendance in 2024; signatory to Audit Committee report, evidencing active oversight .
- Ownership alignment: Meaningful personal stake (≥1%); no pledged shares disclosed; anti-hedging policy enhances alignment .
- Transparent director pay: Simple $60k program with equity component; attendance gate (≥75%) promotes accountability .
Potential risks and watch items:
- Related-party exposure: Equity interest in Red Bird Associates, LLC, the Company’s HQ landlord. While the Company states terms are arm’s length and approved by disinterested directors, this is a perceived conflict area for investors, especially given HQ rent magnitude and renewal dynamics .
- Compensation oversight structure: No formal Company-level compensation committee; functions handled by the Bank’s Personnel Committee (includes CEO, who abstains). Absence of independent consultants in 2024 reduces benchmarking rigor .
- No Lead Independent Director: Concentrated leadership (Chairman/CEO combined) without a lead independent director increases reliance on committee processes for counterbalance .
RED FLAGS
- Equity interest in Red Bird Associates, LLC (HQ landlord) creates a related-party transaction nexus; continued monitoring of lease renewals and governance process is warranted .
- Lack of a Lead Independent Director amid combined Chair/CEO structure may weaken independent board leadership optics .
Shareholder context:
- Advisory votes on executive compensation (“say-on-pay”) and frequency slated in 2025 proxy (Board recommends “FOR” say-on-pay and “Every Three Years”)—while not director-specific, signals overall compensation governance posture .
Policy transparency:
- Code of Conduct and Whistleblower Policy in place; Audit Chair oversees whistleblower reports .
- Anti-hedging restrictions; no stated director ownership multiple guidelines beyond shareholding requirement .