John T. Yurconic
About John T. Yurconic
Independent director since 2008 at Embassy Bancorp, Inc. (and Bank director since 2007); age 57. CEO of The Yurconic Agency (insurance, vehicle registration, driver’s license services) with 18 locations across multiple Pennsylvania counties; Lafayette College graduate; community and nonprofit board engagement. No public-company directorships; the board classifies him as independent under NASDAQ standards, and he served 100% attendance on board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Yurconic Agency | CEO | 1989–present | Operates insurance and DMV-related services across PA; local market expertise . |
| Ambassador Bank | Advisory Council Member | Prior service (dates not specified) | Banking advisory exposure . |
| Valley Youth House (Lehigh Valley Board) | Board Member | Current | Community governance involvement . |
| Minsi Trail Council, Boy Scouts of America | Executive Board Member | Prior | Youth-focused nonprofit leadership . |
| Greater Lehigh Valley Chamber of Commerce | Board Member | Prior | Regional economic/community engagement . |
| Lehigh Country Club | President and Board Member | Prior | Organizational leadership . |
| St. Luke’s University Health Network (Allentown Campus) | Board Member | Prior | Health system oversight experience . |
External Roles
| Entity | Type | Role | Committee Positions |
|---|---|---|---|
| Synergy Holdings Corp. | Private/workers’ compensation specialist insurance company | Board Member | Not disclosed . |
| PA Messenger Services, Inc. (Title N Go) | Private/software solutions | Board Member | Not disclosed . |
| Public-company boards | — | None | “No Director… is a Director of any other publicly held company” . |
Board Governance
- Board structure: 8 directors in 3 staggered classes; Yurconic is a Class 3 nominee (term expiring 2025; proposed for re-election to 2028) .
- Committees: Audit Committee member; Audit met 4 times in 2024; Chair is John G. Englesson; all voting members independent per NASDAQ; company does not designate an SEC “Audit Committee Financial Expert” .
- Compensation oversight: The Bank’s Personnel Committee functions as compensation committee (members: Banko, Englesson, Lesavoy—Chair, Lobach; no formal charter; no consultant engaged in 2024) .
- Nominating: No standing nominating committee; Personnel Committee reviews candidates; directors must be shareholders per bylaws .
- Independence: All but three directors are independent (non-independent are Lobach—CEO/Chair; Lesavoy—legal services/Red Bird officer; Banko III—Red Bird officer/branch landlord); Yurconic is independent .
- Attendance: Board met 14 times in 2024; Yurconic attended 100% of board/committee meetings; all directors attended annual meeting .
Fixed Compensation
| Component (FY 2024 program; paid for 2023 services) | Policy/Amount | Yurconic Actual |
|---|---|---|
| Annual non-employee director fee | $60,000; payable in stock or up to 50% cash at director’s election; maintained at $60,000 for FY 2025 | Total $60,028; Cash $4; Restricted Stock Awards $59,996; Other $28 . |
| Meeting fees | None disclosed | Not applicable . |
| Committee chair/member fees | Not disclosed | Not disclosed . |
| Attendance gate | Must attend ≥75% of board/committee meetings; prorated between 75–100%; <75% forfeits fee | Eligible; 100% attendance (no proration) . |
“Other Compensation” reflects de minimis BOLI amounts for certain directors; Yurconic reported $28 .
Performance Compensation
| Element | Structure | Vesting/Conditions |
|---|---|---|
| Equity issued under 2010 Stock Incentive Plan (SIP) | Directors may elect Company common stock for annual fee; SIP authorizes options, SARs, restricted stock, deferred stock | Awards vest automatically upon change of control; options max term 10 years; SIP expires June 20, 2029; authorized shares 756,356 . |
| Attendance-linked payout | Annual fee eligibility and proration based on attendance (≥75%) | Proration if between 75–100%; ineligible if <75% . |
No revenue/EBITDA/TSR-based metrics for directors disclosed; equity award terms governed by SIP (change-in-control vesting). No stock options or PSUs reported for directors in 2024; Yurconic elected almost entirely stock for his annual fee .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public-company boards | None (per proxy) . |
| Private boards | Synergy Holdings Corp.; PA Messenger Services, Inc. (Title N Go) . |
| Shared directorships with EMYB insiders | Not disclosed; Yurconic is not listed as an owner in Red Bird Associates, LLC . |
| Potential conflicts | Company policy requires insider loans on market terms; $14.0M loans/commitments to insiders and affiliates outstanding at 12/31/2024 (~13% of equity); Red Bird HQ lease with insider owners—not including Yurconic—renewed to 2/28/2027; rents $830,694 in 2024; Red Bird owns 16,572 EMYB shares . |
Expertise & Qualifications
- Insurance and multi-location operations; local market/regulatory experience in DMV services; prior bank advisory experience; deep community governance .
- Audit Committee role indicates baseline financial literacy; company discloses no “Audit Committee Financial Expert” on committee .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John T. Yurconic | 53,590 | <1% | All shares held jointly with spouse . |
| Board + management (aggregate) | 28.99% (as of Feb 28, 2025) | — | Alignment emphasized by company . |
No pledging disclosed for Yurconic; pledges exist for Lobach (18,524 shares) and Pittman (82,919 shares) .
Governance Assessment
-
Strengths
- Independence: Classified independent; serves on Audit Committee with all voting members independent; 100% 2024 attendance; annual fee ties to attendance—an engagement gate .
- Ownership alignment: Director-shareholder requirement; Yurconic beneficially owns shares; broader board/management ownership of ~29% aligns interests with shareholders .
- Anti-hedging: Insider Trading Policy prohibits short sales and derivatives (outside plan awards) for directors—reduces misalignment risk .
-
Weaknesses/Red Flags
- Audit Committee lacks SEC-defined “Financial Expert”—raises effectiveness concerns on complex accounting/controls .
- Board leadership and independence: CEO also serves as Chair; no Lead Independent Director—potential oversight/agenda control risk .
- Related-party exposures: Insider loans/commitments (~13% of equity) and HQ lease with insider-owned Red Bird; although structured with policy safeguards and disinterested director approvals, this is a standing conflict zone (note: Yurconic is not a Red Bird owner) .
- Compensation governance: No formal compensation committee charter; no external compensation consultant engaged in 2024—process discipline risk (less relevant to director pay but indicative of broader pay oversight) .
-
Signals for investors
- Yurconic’s near-100% equity election for his director fee (restricted stock) suggests long-term alignment and confidence versus maximizing cash; attendance gate provides a minimal performance linkage .
- Independence and Audit Committee participation, combined with local market/insurance expertise, support board effectiveness on operational risk and community banking model oversight; lack of “Financial Expert” remains a notable gap .
Hedging/Pledging: Anti-hedging policy in place; no pledge disclosure for Yurconic (positive). Company-level pledges by other directors exist and warrant monitoring .
Appendix: Director Compensation Detail (FY 2024 Program; paid for 2023 services)
| Name | Fees Earned or Paid in Cash | Restricted Stock Awards | All Other Compensation | Total |
|---|---|---|---|---|
| John T. Yurconic | $4 | $59,996 | $28 | $60,028 . |
Appendix: Committee Roster (2024)
| Committee | Members | Chair | Meetings (2024) | Notes |
|---|---|---|---|---|
| Audit | Boyer; Englesson; Pittman; Yurconic; Gates Smith | Englesson | 4 | All voting members independent; no SEC “Financial Expert” . |
| Personnel (Compensation) | Banko; Englesson; Lesavoy; Lobach | Lesavoy | Not disclosed | No charter; no consultant in 2024; acts as nominating body as needed . |
Appendix: Related Party and Insider Exposure
| Item | Disclosure |
|---|---|
| Insider loans/commitments | ~$14.0M outstanding to executive officers, directors, and affiliated businesses at 12/31/2024 (~13% of shareholders’ equity) . |
| HQ lease (Red Bird Associates, LLC) | Lease extended to 2/28/2027; rents $830,694 in 2024; outstanding lease commitment ~$1,318,267; Red Bird holds 16,572 EMYB shares; Red Bird owned by seven individuals (six insiders); Yurconic not listed among Red Bird owners . |
| Anti-hedging policy | Prohibits short-selling and derivatives (other than plan securities) for directors/employees . |