Judith A. Hunsicker
About Judith A. Hunsicker
First Executive Officer; Chief Operating, Financial, and Community Reinvestment Officer of EMYB and Embassy Bank; executive since the Company’s 2008 organization and the Bank’s 2001 founding. Age 64 as of May 8, 2025; graduate of Moravian University; began banking career in 1980 . Ms. Hunsicker signs SOX officer certifications and is responsible for disclosure controls and internal control over financial reporting, reflecting direct accountability for financial reporting integrity . Company performance context during her tenure includes growth from inception to over $1.7B in assets (long-term), with recent TSR index recovery to 123 in 2024 and net income of $10.44M in 2024 (from $12.66M in 2023) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lafayette Ambassador Bank | Senior management team member | Not disclosed | Senior operating leadership in regional banking |
| Ambassador Bank | Vice President and Chief Financial Officer | Not disclosed | Led finance function, implying responsibility for reporting, capital, and controls |
| First Valley Bank | Assistant Vice President/Commercial Services | Not disclosed | Commercial services leadership within lending/ops |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Lenders Community Development Corp. | Secretary; Board & Executive Committee member | Current | Community development lending and stewardship |
| Lehigh Valley Community Land Trust | Board member (former chair) | Current | Affordable housing and land trust governance |
| Mindful Child Initiative (Pratyush Sinha Foundation) | Board member | Current | Community mental health/well-being initiatives |
| Home Ownership Counseling Program, CACLV | Member | Current | Housing access and counseling outreach |
| Allentown Blueprint Community (FHLB/PA Downtown Center) | Co-chair | Current | Community economic development coalition |
Fixed Compensation
| Component | 2023 | 2024 | 2025 (current) | Notes |
|---|---|---|---|---|
| Base Salary ($) | $534,739 | $534,739 | $534,739 | CEO and Hunsicker took no raises in 2023–2024 |
| Annual Bonus Opportunity (as % of salary) | ≤30% (cap) | ≤30% (cap) | ≤30% (cap) | Discretionary; not linked to pre-set metrics |
| Benefits/Perqs | Included 401(k) match; life insurance; no consultant used | Included 401(k) match; life insurance | — | 401(k) match up to 4% of comp (50% match on employee deferrals) |
| SERP (non-qualified) | Accrual included in SCT | Accrual included in SCT | — | Separate SERP detailed below |
Performance Compensation
Annual Cash Bonus (discretionary)
| Year | Actual Bonus ($) |
|---|---|
| 2023 | $53,474 |
| 2024 | $72,200 |
The Board emphasizes overall Company performance, efficiency ratio, and “employee productivity” ratios; annual incentives are discretionary and not tied to pre-determined formulaic metrics .
Equity Awards (RSUs)
| Grant Date | Instrument | Grant-date Fair Value ($) | Shares Unvested (12/31/24) | Vesting |
|---|---|---|---|---|
| 12/13/2024 | Restricted Stock | $56,148 (covers 2023 service $42,779.09; 2024 service $13,368.47) | 3,407 | 3 equal annual installments beginning 12/13/2025 |
| 12/15/2022 | Restricted Stock | $40,719 (2022 SCT) | 711 | 3 equal annual installments beginning 12/15/2023 |
- Option awards: None granted to NEOs in 2024; no outstanding options disclosed for Hunsicker .
- Performance metrics and weighting: Not applicable; equity program is time-based RSUs; executives receive annual awards with aggregate FMV ≥8% of salary per contract; vests over ≥3 years .
Pay-Versus-Performance (Company disclosure)
| Year | TSR index (Dec-31, 2020 = 100) | Net Income ($ ‘000) |
|---|---|---|
| 2022 | 132 | 17,702 |
| 2023 | 108 | 12,656 |
| 2024 | 123 | 10,440 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 87,259 shares; 1.14% of outstanding; includes 59 shares held jointly with spouse |
| Unvested RSUs Outstanding | 4,118 shares total (3,407 from 12/13/24; 711 from 12/15/22) |
| Options | None outstanding |
| Pledged Shares | None disclosed for Hunsicker; pledges disclosed for other insiders (e.g., CEO 18,524; Pittman 82,919) |
| Anti-Hedging | Insider Trading Policy prohibits short-selling and derivatives (other than plan securities) |
| Ownership Guidelines | Not disclosed |
Vesting schedule exposure:
- 12/13/2024 grant vests in equal tranches on 12/13/2025, 12/13/2026, and 12/13/2027 (potential selling windows) .
- 12/15/2022 grant vests in equal tranches on 12/15/2023, 12/15/2024, and 12/15/2025 .
Employment Terms
| Term | Key Economics |
|---|---|
| Title/Scope | First Executive; COO, CFO, CRA Officer; responsible for operations, financial matters |
| Contract Term | 5-year term beginning Jan 1, 2018 with automatic one-year extensions |
| Base Salary | $534,739 |
| Annual Bonus | Discretionary; not to exceed 30% of salary |
| Annual Equity | Restricted stock awards with FMV ≥8% of salary; vests ≥3 years |
| Change-in-Control (CIC) | If within 2 years post-CIC, termination by the Bank without cause/disability or resignation by the executive “for his/her reason,” then lump sum of 5× (base + bonus) plus continuation of health/fringe benefits for 5 years; excise tax gross-up to after-tax parity |
| SERP | Annual benefit of $260,198 payable for 15 years upon retirement at/after age 65; lesser benefits for early retirement; immediate commencement if involuntary termination within 2 years after a CIC |
| Restrictive Covenants | CIC severance provided “in exchange for restrictive covenants” (non-compete/related restrictions); duration specifics not disclosed in excerpt |
Compensation Committee and Governance
- Compensation oversight is performed by the Bank’s Personnel Committee (comp committee functions). 2024 members: Messrs. Banko, Englesson, Lesavoy (Chair), and Lobach (CEO abstains on NEO comp); no external compensation consultant engaged; Committee does not operate under a formal charter .
- Philosophy: Emphasizes efficiency ratio and employee productivity ratios (assets/employee, loans/employee, deposits/employee, net income/employee); compensation decisions are discretionary and align to long-term performance; leadership voluntarily took no 2023–2024 raises and reduced 2023 bonuses to support broader team compensation .
- Risk controls: Anti-hedging policy; Code of Conduct; Related-party transactions overseen and conducted at arm’s length .
Say-on-Pay & Shareholder Feedback
- 2025 say-on-pay support: 85.0% FOR (4,970,449 for; 784,735 against; 92,130 abstain; 1,007,269 broker non-votes) .
- Frequency: 74.11% favored triennial (3-year) say-on-pay frequency; Board recommended every three years .
Related Party Transactions (context)
- Red Bird Associates, LLC: Insider-owned entity leasing Company HQ; 2024 rent received by Red Bird $830,694; the Bank has ~$1.318M remaining lease commitment through Feb 28, 2027; insiders including Ms. Hunsicker hold equity interests in Red Bird (Red Bird also owns 16,572 Company shares) .
- Legal services: $112,170 paid in 2024 to Lesavoy Butz & Seitz LLC (Director is principal); transactions approved by disinterested directors and intended to be arm’s length .
Selected Financial Performance (context)
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $2,343,000 | $2,629,000* | $3,185,000* |
| Net Income | $17,702,000 | $12,656,000 | $10,440,000 |
Values with an asterisk were retrieved from S&P Global and may not have document citations. Values retrieved from S&P Global.
Investment Implications
- Alignment and risk: Significant unvested, time-based RSUs with multi-year vesting tie continued service to value realization; no disclosed pledging by Hunsicker and anti-hedging policy improves alignment .
- Retention vs. shareholder-friendly design: Employment agreement includes very large CIC benefits (5× salary+bonus), permissive trigger (resignation “for his/her reason” within 2 years post-CIC), and full excise tax gross-up—meaningfully above typical bank peers and a governance red flag that can inflate deal costs .
- Selling pressure: Annual December vesting cycles (12/13 and 12/15) create potential year-end liquidity events; 3,407 shares from 2024 grant begin vesting 12/13/2025; 2022 grant continues through 12/15/2025 .
- Pay-for-performance calibration: Bonuses are discretionary and not formulaic; the Board cites efficiency/productivity ratios, which can align with disciplined banking operations, but the lack of disclosed performance targets/weights may reduce transparency for investors benchmarking pay vs. performance .
- Shareholder sentiment: Strong 2025 say-on-pay approval (85%) and triennial frequency preference suggest investors broadly accept the current program despite CIC and gross-up features; continued TSR improvement and net income stability will be important to sustain support .