Patti Gates Smith

About Patti Gates Smith

Independent Class 2 Director at Embassy Bancorp, Inc. (EMYB); age 67 (as of the 2025 proxy), serving on the Company board since 2016 and the Bank board since 2016, with a community and healthcare operations background (consulting, foundation management, nursing) and extensive local civic engagement. She is currently independent under NASDAQ standards and serves on the Audit Committee; the board reported 100% attendance by directors in 2024 (except one), indicating full engagement. No other public-company directorships and no pledging or options disclosed in ownership footnotes, supporting alignment.

Past Roles

External Roles

Board Governance

• Committee memberships: Audit Committee (members: Boyer, Englesson—Chair, Pittman, Yurconic, Gates Smith). All voting members are independent under NASDAQ standards; four meetings held in 2024; committee meets in executive session with internal auditors, principal accountants, and CFO.
• Independence status: Board states all but three directors are independent (non-independent: Lobach, Lesavoy, Banko); Patti Gates Smith is not listed among non-independent directors.
• Board meeting attendance: 14 meetings in 2024; every director attended 100% except Mr. Banko (90%).
• Years of service: Company board since 2016; Bank board since 2016.
• Leadership structure: Combined Chair/CEO; no Lead Independent Director.
• Nominating: No standing nominating committee; Personnel Committee reviews director candidates.
• Compensation oversight: Personnel Committee (functions of a compensation committee) composed of Banko, Englesson, Lesavoy—Chair, Lobach; no external compensation consultant engaged in 2024; Lobach abstains on NEO pay matters.

Fixed Compensation

Non-employee Directors are entitled to a fixed annual retainer paid in Company common stock or a 50/50 cash-equity mix; eligibility requires ≥75% meeting attendance (no meeting fees, no separate committee chair fees disclosed for directors).

• Program terms: Annual retainer $52,500 in 2022 (increased to $60,000 effective 2023); $60,000 maintained for 2024–2025; cash portion capped at 50%; ≥75% attendance threshold for eligibility; equity issued under the 2010 Stock Incentive Plan (SIP).
• SIP features: Awards vest automatically upon change in control; SIP expires June 20, 2029; maximum shares authorized 756,356.

Performance Compensation

• No performance-based metrics, meeting fees, or committee chair fees disclosed for directors; compensation is a fixed retainer with optional equity component under SIP.
• Audit Committee met 4 times in 2024; board emphasizes risk oversight and executive sessions with auditors.

Other Directorships & Interlocks

• Public company boards: None. The proxy states no EMYB director serves on another publicly held company’s board (reduces potential public-company interlocks).

Expertise & Qualifications

• Healthcare and professional development leadership; educational and foundation management; deep local civic network; prior clinical specialist experience; prior school administration; leadership in fundraising (e.g., $2.5M hospice endowment campaign), indicating stakeholder engagement skills valuable for a community bank board.

Equity Ownership

Governance Assessment

• Strengths
  • Independent director with 100% attendance (board-level) and Audit Committee membership; engages in executive sessions with auditors, supporting risk oversight.
  • Significant beneficial ownership (~3.2% of shares) held via trust; no options or pledging disclosed, aligning interests with shareholders.
  • No other public-company directorships, reducing interlocks/conflicts; broad local civic and healthcare background beneficial to community banking governance.
  • Anti-hedging policy prohibits short-selling and derivatives; code of conduct and whistleblower policy in place.
• Watch items
  • Audit Committee lacks an SEC-defined “financial expert,” which could be perceived as a governance gap despite members’ familiarity with EMYB financials.
  • No Lead Independent Director; combined Chair/CEO persists.
  • Compensation oversight via the Bank’s Personnel Committee includes non-independent directors (e.g., CEO; abstains on NEO pay), and the company did not use an external compensation consultant in 2024.
  • Related-party transactions (HQ lease via Red Bird Associates; legal services) exist at the company-level; Ms. Smith is not listed among Red Bird equity holders.

Overall signal: Strong individual alignment (ownership, independence, attendance) and committee engagement; structural governance elements (no financial expert, no lead independent director, related-party transactions at the company level) warrant monitoring for investor confidence.

Related-Party Transactions (Context)

• Red Bird Associates LLC (insider-owned) leases EMYB HQ to the Bank; rents paid totaled $830,694 in 2024, with lease commitment remaining; identified equity holders do not include Ms. Smith.
• External legal services paid to Lesavoy Butz & Seitz LLC ($112,170 in 2024).
• Policy: Transactions with affiliates require approval by a majority of disinterested directors and must be on arm’s-length terms.

Say-on-Pay & Shareholder Feedback (Context)

• 2025 proposals include advisory say-on-pay and frequency (board recommends “Every Three Years”) along with auditor ratification; board recommends voting against a shareholder proposal to sell the company.

Attendance Summary (Board-Level)

Committee Detail (Audit)

Compensation Program Terms (Directors)

• Annual retainer: $60,000 (2024–2025), payable in stock or up to 50% cash; attendance threshold ≥75% required to earn retainer.
• Prior year retainer: $52,500 (2023), $45,000 (2022); equity issued under SIP (change-in-control auto-vesting; plan expires 2029).