Michael B. Macy
About Michael B. Macy
Michael B. Macy (age 62) is Executive Vice President and Chief Lending Officer, Business Banking, at Embassy Bancorp (EMYB) and Embassy Bank. He began his banking career in 1984, joined Embassy Bank in 2012, and was named Chief Lending Officer, Business Banking following the prior senior lending officer’s retirement announced January 5, 2023 . He is a graduate of Moravian University and the Bucknell University commercial lending school, and has been active with regional organizations including The Children’s Home of Easton, Nazareth Lions Club, Nazareth YMCA, and the Nazareth Chamber of Commerce . Company performance context during his recent tenure includes net income of $10.44M (2024) and $12.66M (2023), and total assets “over $1.7 billion,” with deposits rising from $1.507B (Mar 2022) to $1.553B (Dec 2024), +3% .
Company-level performance markers during Macy’s tenure:
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($000s) | $17,702 | $12,656 | $10,440 |
| TSR (Value of $100 from 12/31/2020) | $132 | $108 | $123 |
| Total Assets (disclosure) | — | — | “over $1.7 billion” |
| Deposits (context) | — | — | Increased from $1.507B (Mar 2022) to $1.553B (Dec 2024), +3% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Embassy Bank for the Lehigh Valley | Executive Vice President; Chief Lending Officer, Business Banking | Joined 2012; CLO since Jan 2023 (appointment announced Jan 5, 2023) | Leads business banking and business development; long-standing local lender |
| Merchants Bank | Roles of increasing responsibility (prior to Embassy) | Pre-2012 (exact years not disclosed) | Commercial lending and relationship leadership |
| Lafayette Ambassador Bank | Roles of increasing responsibility (prior to Embassy) | Pre-2012 (exact years not disclosed) | Commercial lending and relationship leadership |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| The Children’s Home of Easton | Board/Volunteer (unspecified) | Not disclosed | Community engagement |
| Nazareth Lions Club | Member/Volunteer (unspecified) | Not disclosed | Community engagement |
| Nazareth YMCA | Volunteer (unspecified) | Not disclosed | Community engagement |
| Nazareth Chamber of Commerce | Volunteer (unspecified) | Not disclosed | Community engagement |
| Nazareth Ambulance Corps | Volunteer (unspecified) | Not disclosed | Community engagement |
Fixed Compensation
- Individual compensation for Macy is not disclosed in the Summary Compensation Table; EMYB identifies Named Executive Officers as David M. Lobach (CEO), Judith A. Hunsicker (First Executive/COO/CFO), Diane M. Cunningham (SEVP), and Lynne M. Neel (SEVP). Only NEO compensation is provided in detail .
- Company framework: base salaries are set via the Personnel Committee’s process; annual salary adjustments consider budget and overall performance .
Performance Compensation
- The company’s incentive approach emphasizes discretion rather than fixed formulae. Bonuses (cash and equity) are discretionary based on individual and company performance; the Board weights metrics like efficiency ratio and “employee productivity” ratios (assets per employee, loans per employee, deposits per employee, net income per employee) in compensation decisions .
| Incentive Element | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual bonus (cash/equity) | Efficiency ratio; employee productivity ratios; overall company performance | Not formulaic; Board discretion | Not disclosed | Not disclosed | Discretionary | N/A |
| Equity under 2010 Stock Incentive Plan (eligibility-based) | Time-based restricted stock; other forms allowed by plan | Determined at grant; not specified for Macy | Not disclosed | Not disclosed | Not disclosed | Awards typically vest by grant terms; NEO 2024 awards vest in 3 equal annual installments; all SIP awards auto-vest on change in control |
Additional governance:
- Anti-hedging: EMYB prohibits short-selling Company securities and transactions in derivatives of Company securities (other than plan securities) for all employees and directors .
- Compensation oversight: the Bank’s Personnel Committee (functions as Comp Committee) sets officer pay and recommends NEO pay; no compensation consultant retained in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Macy) | Not disclosed in the proxy’s beneficial ownership tables (tables cover Directors and NEOs) . |
| Vested vs unvested equity (Macy) | Not disclosed . |
| Options (exercisable/unexercisable) (Macy) | Not disclosed . |
| Shares pledged (Macy) | No pledging disclosure specific to Macy; pledging noted only for other individuals in footnotes . |
| Insider policy coverage | Macy is listed as a “Restricted Person” under the Company’s Insider Trading Policy, subject to policy/blackout rules . |
| Anti-hedging policy | Company-wide prohibition on short-selling and derivative transactions in Company securities . |
| Ownership alignment (group context) | All Directors, NEOs, and executive officers as a group (15 persons) beneficially own 29.20% of shares . |
Employment Terms
| Term | Disclosure |
|---|---|
| Employment agreement (Macy) | Not disclosed (employment agreements described only for CEO and First Executive) . |
| SERP participation | Not disclosed for Macy; SERPs disclosed for Lobach, Hunsicker, Cunningham, Neel . |
| Change-in-control terms | Not disclosed for Macy; CEO and First Executive have 5x salary+bonus lump-sum, 5 years benefits, and tax gross-up; SIP awards auto-vest on change in control . |
| Non-compete / non-solicit | Not disclosed for Macy . |
| Clawback provisions | Not specifically disclosed; Code of Conduct and whistleblower policies are in place . |
| Stock ownership guidelines | By-laws require Directors to be shareholders; no executive ownership guideline disclosed . |
Performance & Track Record (Context)
- Appointment and tenure: Macy was named Chief Lending Officer, Business Banking as part of leadership transition effective around year-end 2022 (retirement of prior senior lending officer announced Jan 5, 2023) and has served at Embassy since 2012, with career banking experience since 1984 .
- Company growth and positioning: EMYB highlights growth to “over $1.7 billion” in assets, with deposit resilience and growth in a high-rate environment; deposits increased from $1.507B (Mar 2022) to $1.553B (Dec 2024) .
- Profitability context: Net income was $10.44M (2024) and $12.66M (2023) amid higher funding costs; Company underscores improving net interest margin trends and liability sensitivity as a tailwind if rates decline .
- Risk management culture: Emphasis on credit quality, in-market lending, and anti-hedging restrictions for insiders .
Compensation Committee Analysis (Company-Level)
- The Bank’s Personnel Committee establishes compensation structures, oversees welfare/pension plans, and recommends NEO pay; 2024: no external compensation consultant retained .
- Compensation is heavily influenced by efficiency ratio and employee productivity ratios; bonuses are discretionary, aligning pay with team performance without pre-set formulas .
Related Party Transactions (Relevance to Executive Alignment)
- Red Bird Associates lease: transactions involve certain directors and executives, but Macy is not listed among Red Bird owners in the proxy; lease terms overseen by disinterested directors . No Macy-specific related party transactions are disclosed.
Risk Indicators & Red Flags
- Hedging policy: Prohibition on short-selling and derivatives of Company stock for all employees and directors (alignment positive) .
- Pledging: No pledging disclosure for Macy; pledging disclosed for other individuals (e.g., select directors) in ownership footnotes .
- Insider status: Macy appears on the Insider Trading Policy restricted list, indicating blackout and pre-clearance obligations .
- Litigation/Investigations: No Macy-specific proceedings disclosed in the cited documents.
Compensation Peer Group and Say-on-Pay (Company-Level)
- Peer context: The Board benchmarks against PA banks $100M–$5B via operational metrics (e.g., net overhead 1.36% vs PA peers 1.84% in 2024) rather than named peer group for executive pay; bonuses are discretionary .
- Say-on-Pay: Advisory vote proposed; Board recommends “FOR” approval; frequency recommendation “Every Three Years” .
Investment Implications
- Compensation alignment: Lack of Macy-specific pay and equity disclosures (not a Named Executive Officer) limits precision on his cash/equity mix and vesting cadence; however, Company-wide discretionary bonus design and anti-hedging policy reduce incentives for excessive risk-taking while preserving retention flexibility .
- Retention and succession: Long tenure (industry since 1984; Embassy since 2012; CLO since 2023) and local market lending expertise lower execution risk in core business banking, but absence of an individual employment agreement/serp disclosure leaves unknowns on severance/change-in-control protections for Macy .
- Selling pressure watchlist: No Macy Form 4 data or ownership totals are disclosed in the proxy; monitor Form 4 filings for grant vesting, sales, or 10b5-1 adoptions to assess near-term selling pressure. SIP awards, if granted, would auto-vest on change-in-control (potentially a monetization trigger) .
- Governance and alignment: Executives and directors as a group own 29.20% of shares, suggesting strong alignment; Macy is subject to the insider trading policy and anti-hedging restrictions, supporting alignment but not guaranteeing no future sales .