John G. Englesson
About John G. Englesson
Independent director (age 72) of Embassy Bancorp, Inc. (and Embassy Bank for the Lehigh Valley), serving on the Company board since 2008 and on the Bank board since its inception in 2001. Background spans entrepreneurship and executive roles in emerging technology businesses; Co-Owner/Co-Founder of Integrity Business Services LLC, and President of 6.023 Corporation d.b.a. zAxis Corporation; prior principal owner in Chadwick Telecommunications Corporation and the “Chadwick Family” of Companies. He brings technical and operational expertise alongside deep community economic development leadership in the Lehigh Valley.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Integrity Business Services LLC (Integrity SBS) | Co-Owner & Co-Founder | Not disclosed | Business Process Services provider (SMB to large enterprises) |
| 6.023 Corporation d.b.a. zAxis Corporation | Owner & President | Not disclosed | Advises business leaders on profitable growth |
| Chadwick Telecommunications Corporation and Chadwick family companies | Principal owner | Not disclosed | Executive management roles; boards of emerging tech businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allentown Economic Development Corporation | Vice Chair, Board; Chair, Planning Committee | Current | Strategic planning, local economic development |
| Mayor of Allentown Transition Team | Chair, Community & Economic Development Committee | Prior | City transition, economic/community development |
| Bethlehem Economic Development Corporation | President | Prior | Economic development leadership |
| Lehigh Valley Economic Development Corporation | Chair | Prior | Regional economic development governance |
| Rotary Club of Bethlehem | President | Prior | Civic leadership |
| American Hellenic Educational Progressive Association (AHEPA) | President | Prior | Community/educational engagement |
Board Governance
- Independence: The board determined all but three directors are independent under NASDAQ rules; non-independent directors are Lobach (CEO/Chairman), Lesavoy (legal services provider; Red Bird officer), and Banko III (Red Bird manager; receives rent). Englesson is independent.
- Committee assignments:
- Audit Committee Chair; members are Boyer, Englesson (Chair), Pittman, Yurconic, and Gates Smith; Lobach attends non‑voting. All voting members are independent; the board has not designated an “Audit Committee Financial Expert” per SEC definition.
- Personnel Committee (acts as compensation committee): Banko, Englesson, Lesavoy (Chair), Lobach; CEO abstains from all NEO compensation discussions/votes; no formal charter.
- Attendance: Board met 14 times in 2024; Englesson attended 100% of board and committee meetings (all directors were 100% except Banko at 90%).
- Structure: Combined Chair/CEO (Lobach) since 2009; no Lead Independent Director.
- Risk oversight: Board meets at least bi‑annually on risk exposure; Audit Committee meets at least quarterly and holds executive sessions with internal auditors, principal accountants, and CFO.
Fixed Compensation
| Component (FY 2024 for services in 2023) | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 30,002 |
| Restricted Stock Awards | 29,998 |
| All Other Compensation (BOLI) | 140 |
| Total | 60,140 |
- Non‑employee director compensation program: $60,000 annual retainer payable in stock or up to 50% cash; requires at least 75% attendance, with proration if 75%–100% attendance, and no fee if below 75%. Applies for 2024 and remains at $60,000 for 2025.
Performance Compensation
| Mechanism | Details | Vesting/Trigger |
|---|---|---|
| Equity retainer (Restricted Stock) | Annual director grant under 2010 Stock Incentive Plan (SIP) as part of $60,000 program; Englesson received $29,998 RS value for 2023 services (paid in 2024). | SIP awards vest automatically upon change in control; general award terms set by board/committee at grant. |
| Attendance condition (governance gate) | 75% minimum attendance required to earn fee; proration for 75%–100% attendance. | Applied annually; eligibility gate, not a financial metric. |
No director performance metrics (TSR, ROA, EPS, ESG) tied to director compensation were disclosed; director equity is retainer‑based with change‑in‑control vesting under SIP.
Other Directorships & Interlocks
- Public company boards: “No Director of the Company is a Director of any other publicly held company.”
- Private/non‑profit boards: See External Roles table (economic development and civic organizations).
- Interlocks/conflicts: Red Bird Associates LLC (HQ landlord) equity owners include Banko III (managing member), Boyer, Hunsicker, Lesavoy (managing member), Lobach, and Pittman; Englesson is not listed as an owner. Lease renewals approved by disinterested directors; 2024 rent paid to Red Bird was $830,694.
Expertise & Qualifications
- Entrepreneurial and technical leadership; executive roles and board service in emerging technology businesses.
- Community economic development expertise (AEDC vice chair; planning chair; prior leadership in local/regional EDCs).
- Audit Committee chair experience; familiarity with community banking operations and risk oversight.
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Class | Notes |
|---|---|---|---|
| John G. Englesson | 44,756 | * (<1%) | Includes 5,029 shares held by spouse. |
- Shares outstanding as of record date (April 21, 2025): 7,644,142.
- Ownership requirement: Bylaws require every director to be a shareholder.
- Pledging: No pledging disclosed for Englesson (pledges disclosed for Lobach and Pittman only).
Governance Assessment
- Strengths:
- Independent director with 100% attendance and deep local economic development expertise; chairs Audit Committee with fully independent voting members.
- Anti‑hedging policy prohibits directors and employees from short‑selling and derivatives transactions (alignment with shareholders).
- Director equity retainer supports alignment; SIP provides clear award governance with automatic vesting on change in control.
- Potential Risks/RED FLAGS (for investor monitoring):
- Board has no Lead Independent Director and combines Chair/CEO roles—may reduce independent oversight; consider engagement on leadership structure.
- Audit Committee lacks an SEC‑defined “financial expert”; while members can read financials, absence may be a governance gap for a bank.
- Personnel Committee includes non‑independent members and has no formal charter; CEO abstains on NEO comp, mitigating but not eliminating influence risk.
- Related‑party transactions (Red Bird HQ lease; director/officer loans and commitments ~$14.0 million, ~13% of equity) require continued arm’s‑length enforcement; Englesson not a Red Bird owner.
Summary: Englesson appears to be a high‑engagement, independent audit chair with strong local economic development credentials and modest direct shareholdings, aligning with the retail investor base. Governance watch‑items relate to board leadership structure, audit committee expertise designation, and compensation committee formality, none of which are specific conflicts tied to Englesson.