John C. Pittman
About John C. Pittman
Independent director of Embassy Bancorp, Inc. (EMYB); age 75, serving since the Company’s 2008 organization and the Bank’s 2001 inception, bringing entrepreneurial and community leadership experience. He is President of J.C. Pittman Inc., formerly CEO of John C. Pittman/Sport Stars, Inc., with prior service as an educator in science and photography, and substantive civic appointments (Amusement Ride Safety Board appointee, Selective Service System Appeal Board member). The Board views his entrepreneurial background and prior bank advisory council service as qualifying him for directorship .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| John C. Pittman/Sport Stars, Inc. | Chief Executive Officer | Not disclosed | International photo manufacturing focused on youth activities |
| Education (science/photography) | Educator | Not disclosed | Academic experience; foundation for operational and technical perspectives |
| Ambassador Bank | Advisory Council Member | Prior to EMYB formation | Banking advisory experience in local market |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| J.C. Pittman Inc. | President | Current | Private company leadership |
| Amusement Ride Safety Board (PA) | Member (Governor Ridge appointee) | Not disclosed | Public safety oversight |
| U.S. Selective Service System Appeal Board (PA) | Former Member | Not disclosed | Federal administrative service |
| Massanutten Military Academy (VA) | Board of Trustees Member (former) | Not disclosed | Nonprofit education governance |
| Museum of Speed (Bedford, PA) | Founding Director | Not disclosed | Cultural institution leadership |
Board Governance
- Committee memberships: Audit Committee member; Audit Committee chaired by John G. Englesson; meets at least quarterly, with executive sessions involving internal audit, external auditors, and CFO .
- Independence: Pittman is considered independent under NASDAQ standards; only Lobach, Lesavoy, and Banko III are classified non-independent .
- Attendance: Board held 14 meetings in 2024; Pittman attended 100% of Board and committee meetings (all directors 100% except Banko III at 90%) .
- Lead Independent Director: None appointed (governance gap) .
- Audit Committee financial expert: Board determined it does not have an “Audit Committee Financial Expert” as defined by SEC (governance gap) .
- Director nomination and ownership: Personnel Committee oversees nominations; bylaws require every director to be a shareholder .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | 30,002 | Director annual cash portion elected by Pittman |
| Restricted Stock Awards | 29,998 | Issued under 2010 Stock Incentive Plan |
| All Other Compensation | 123 | Includes BOLI-related amounts |
| Total | 60,123 | Annual director compensation for services in 2023, paid in 2024 |
- Program structure: Non-employee Director Compensation Program provides annual $60,000 per director, payable in stock or up to 50% in cash; requires at least 75% attendance or fee is prorated; amount remains $60,000 for 2025 per Board approval on Nov 15, 2024 .
Performance Compensation
| Feature | Structure | Impact on Pay |
|---|---|---|
| Attendance Threshold | Minimum 75% Board/committee attendance | Eligibility for annual fee; below threshold forfeits fee; prorated between 75%–100% attendance |
| Performance-based metrics | None disclosed for directors | No TSR/financial metric linkage; equity is retainer-based under SIP |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company boards (current) | None; no EMYB director serves on any other publicly held company board |
| Private/nonprofit roles | See External Roles table |
| Interlocks/affiliations | Equity owner in Red Bird Associates, LLC, which leases EMYB/Bank headquarters to the Bank; rent $830,694 in 2024; Bank has remaining lease commitments of $1,318,267 through Feb 28, 2027; Red Bird owns 16,572 EMYB shares |
Expertise & Qualifications
- Entrepreneurial/operational leadership from running an international manufacturing enterprise; prior educator in science/photography .
- Local market knowledge and prior bank advisory experience (Ambassador Bank) .
- Civic/public oversight experience through state and federal boards, indicating regulatory and stakeholder engagement capability .
Equity Ownership
| Metric | Value |
|---|---|
| Total Beneficial Ownership (shares) | 362,620 |
| Ownership (% of outstanding) | 4.74% |
| Spouse-held shares | 5,555 |
| Spouse as custodian (UGMA) | 150 |
| Shares pledged as collateral | 82,919 (RED FLAG) |
| Options/RSUs (director) | Not disclosed; director equity received as restricted stock retainer; no director options reported |
| Ownership requirements | Directors must be shareholders under bylaws |
| Hedging policy | Anti-hedging; prohibits short-selling and derivative transactions except plan securities |
Governance Assessment
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Strengths
- Independent director with 100% attendance in 2024; active Audit Committee participation supports board oversight continuity .
- Significant ownership (4.74%) aligns interests with shareholders; EMYB board and management collectively hold ~29% of shares, indicating broad alignment .
- Anti-hedging policy reduces misalignment risk from speculative trading by directors .
-
Concerns and RED FLAGS
- Pledged shares: 82,919 pledged as collateral—introduces potential forced-sale/overhang risk if collateral calls occur (alignment risk) .
- Related-party exposure via Red Bird Associates, LLC—Pittman is an equity owner; Bank paid $830,694 rent in 2024; lease commitment through Feb 2027. While Board states transactions are arm’s length and approved by disinterested directors, affiliation is a persistent conflict-of-interest risk to monitor .
- Shareholder proposal explicitly raised conflict concerns related to Red Bird lease terms; Board rebutted with assessment methodology and appraisal—ongoing scrutiny warranted in any strategic review .
- Absence of a Lead Independent Director reduces independent leadership counterbalance to combined Chair/CEO structure .
- Audit Committee lacks an SEC-defined “financial expert,” potentially diluting specialized accounting/audit expertise at committee level .
- Aggregate insider loans/commitments of ~$14.0 million (≈13% of shareholders’ equity) to executives/directors and affiliates—asserted to be on market terms, but concentration bears ongoing risk oversight .
-
Net take: Pittman brings durable local-market and entrepreneurial expertise, high engagement, and ownership alignment; however, pledged shares and related-party real estate arrangements are material governance risks that investors should monitor for mitigation (e.g., de-pledging commitments, continued disinterested approval and independent benchmarking of lease terms) .