Lynne M. Neel
About Lynne M. Neel
Senior Executive Vice President at Embassy Bancorp (EMYB); oversees finance, loan and deposit operations, electronic banking, and investor relations; banking career began in 1984 at Valley Federal Savings & Loan; graduate of Moravian College; joined Embassy at its inception in September 2001; age 63 as of May 8, 2025 . Embassy’s recent performance context: 2024 net income $10.44M (6th best in company history) versus $12.66M in 2023 and $17.70M in 2022; company TSR (value of a $100 investment) was $123 in 2024, $108 in 2023, and $132 in 2022 .
Company revenues (context):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($) | $2,343,000* | $2,629,000* | $3,185,000* |
Values retrieved from S&P Global.*
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Embassy Bancorp/Embassy Bank | Senior Executive Vice President; leader since founding | 2001–present | Leads finance, loan/deposit operations, electronic banking, investor relations; continuity executive across cycles . |
| Lafayette Ambassador Bank | Assistant Vice President | Pre‑2001 | Brought regional bank operating experience into Embassy’s founding team . |
| Valley Federal Savings & Loan | Banking professional (career start) | 1984 onward | Grounded in thrift banking operations; early asset-liability discipline exposure . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Equi‑librium (Nazareth, PA) | Board member (6 years); current volunteer | Historical 6‑year board service; current volunteer | Community engagement; enhances local network and brand equity . |
| Various nonprofits (Special Olympics, Habitat, United Way, etc.) | Volunteer | Various | Community goodwill; supports local franchise strength . |
Fixed Compensation
Summary Compensation (proxy-reported):
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Non‑qualified Deferred Comp (SERP) Earnings ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 290,000 | 26,100 | 11,600 (RSU grant 12/13/24) | 149,273 | 18,731 | 495,704 |
| 2023 | 274,423 (annualized $290k in H2) | 21,750 | – | 151,433 | 16,819 | 464,425 |
- Current 2025 annual base salary: $300,000 .
Notes:
- Executive leadership bonuses are discretionary, not tied to pre‑set annual performance criteria .
- Personnel/Compensation oversight is by the Bank’s Personnel Committee (comp committee function); no compensation consultant was engaged in 2024 .
Performance Compensation
Annual cash bonus framework and realized payout:
| Incentive | Metric(s) | Weight | Target | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Annual bonus (cash) | Discretionary; Board considers efficiency ratio and productivity ratios (assets/employee, loans/employee, deposits/employee, net income/employee) and overall performance | N/A | N/A | $26,100 for 2024; $21,750 for 2023 | Paid for prior-year performance; not linked to pre-determined criteria |
Equity awards and vesting:
| Grant Date | Instrument | Shares Granted | Grant-date Fair Value ($) | Vesting Schedule | Unvested as of 12/31/24 |
|---|---|---|---|---|---|
| 12/13/2024 | RSU | 704 | 11,600 | 3 equal annual installments on each anniversary beginning 12/13/2025 | 704 |
| 12/15/2022 | RSU | (Not individually disclosed) | (N/A) | 3 equal annual installments beginning 12/15/2023 | 220 |
- No stock options outstanding or granted to Neel; “Option Awards ($)” reported as $0 and outstanding options show “–” .
- Under the Stock Incentive Plan, awards vest automatically upon a change in control (single‑trigger acceleration) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 10,138 shares as of April 21, 2025; includes 3,734 held jointly with spouse; <1% of class . |
| Vested vs unvested equity | Unvested RSUs: 924 shares (704 from 12/13/24 grant; 220 from 12/15/22 grant) as of 12/31/24 . |
| Options (exercisable/unexercisable) | None outstanding . |
| Pledging | No pledging disclosed for Neel; pledging footnotes in table apply to other executives/directors (e.g., Lobach, Pittman) . |
| Section 16 ownership trend | Form 5 shows 8,260.6395 shares owned directly at 12/31/2023; includes DRIP and ESPP acquisitions, indicating ongoing accumulation . |
| Hedging/Pledging policy | Anti‑hedging (short sales and derivatives) policy applies to employees/directors; no explicit anti‑pledging policy disclosed . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in proxy . |
Vesting calendar and potential selling pressure:
- 704 RSUs from 12/13/2024 vest in three equal tranches on 12/13/2025, 12/13/2026, 12/13/2027 (subject to service) .
- 2022 grant unvested 220 RSUs continue vesting annually beginning 12/15/2023; remaining tranches vest 12/15/2025 (and, if applicable by grant size, prior dates already vested) .
- Outstanding equity awards market value as of 12/31/2024: $15,255 (sum of Neel’s unvested RSUs) .
Employment Terms
| Element | Summary |
|---|---|
| Employment agreement | Proxy notes each NEO has an employment agreement; specific severance multiple/bonus cap terms for Neel’s employment agreement are not disclosed (details provided only for CEO and CFO) . |
| SERP (Supplemental Executive Retirement Plan) | Neel’s SERP provides $80,000 per year payable in equal monthly installments for 15 years upon retirement after age 65; lesser benefits for earlier retirement . |
| Change-in-control (CIC) – SERP | If involuntarily terminated within two years after a CIC, SERP payments commence immediately as if normal retirement age had been reached . |
| CIC – Equity | Stock Incentive Plan awards vest automatically upon a CIC (single trigger) . |
| Clawback | No clawback policy disclosure in proxy; Code of Conduct and whistleblower policies are in place . |
| Tax gross‑ups | For SERPs (Lobach, Hunsicker, Cunningham, and Neel), amounts are adjusted upward to offset 4999 excise tax, keeping executives whole after tax . |
Compensation governance context:
- Personnel Committee (acts as Compensation Committee) sets/oversees comp; members include Banko, Englesson, Lesavoy (Chair), and Lobach (abstains on NEO comp); no committee charter; no compensation consultant used in 2024 .
Company Performance (during Neel’s tenure – context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Net Income ($000s) | 17,702 | 12,656 | 10,440 |
| TSR – $100 initial investment (year-end value) | $132 | $108 | $123 |
Management commentary highlights efficiency and productivity ratios (and lower-than-peer salary expense as % of assets) driving compensation philosophy; 2024 net overhead 1.36% vs PA peers 1.84% and national 1.96% .
Investment Implications
- Alignment and skin‑in‑the‑game: Neel directly and jointly holds 10,138 shares (<1%); unvested RSUs of 924 shares create steady, multi‑year equity exposure; no pledging disclosed for Neel, and anti‑hedging policy applies—positive for alignment .
- Near‑term vesting/selling pressure: Unvested RSUs (704 from 2024 and 220 from 2022) vest annually through 2027; grants are modest in absolute size, suggesting limited incremental selling pressure as tranches vest absent external factors .
- Pay‑for‑performance: Annual bonuses are discretionary and not tied to pre‑set metrics; the Board considers efficiency and productivity ratios rather than formulaic targets—limits transparency of incentive alignment; equity is time‑based RSUs (no PSUs), lowering performance leverage .
- Retention economics: SERP provides meaningful retirement income ($80,000 per year for 15 years after age 65), strengthening retention; SERP accelerates upon CIC with involuntary termination (double trigger on SERP), and equity accelerates on single‑trigger CIC—enhancing protection but potentially reducing acquirer discipline on retention .
- Governance flags: Single‑trigger CIC vesting under the Stock Incentive Plan and excise‑tax gross‑ups under SERPs are shareholder‑unfriendly features; lack of disclosed clawback policy is a gap versus evolving best practices; however, no pledging disclosed for Neel and anti‑hedging is in place .
- Performance backdrop: Profitability moderated with higher rates (2024 net income $10.44M vs $12.66M in 2023), though TSR improved in 2024; compensation remains heavily salary/SERP‑driven with modest RSUs—suggesting stable but less performance‑sensitive pay structure .
S&P Global disclaimer: Revenue values in the first table were retrieved from S&P Global.