Adrienne Miller

About Adrienne Miller

Adrienne L. Miller, 63, serves as Senior Vice President, Legal Counsel and Corporate Secretary of ENB Financial Corp and Ephrata National Bank, a role she has held since January 2021. She holds a J.D., previously served as Vice President, Legal Counsel and Assistant Corporate Secretary (since September 2014) and as Assistant Compliance Officer (since January 2014), and spent 24 years at CNH America LLC as Senior Counsel and Assistant Secretary, reflecting deep governance and legal expertise suited to a regulated financial institution . Company performance during her tenure shows improving total shareholder return and 2024 profitability recovery, as indicated in Pay vs. Performance disclosures (see table below) .

Past Roles

External Roles

Fixed Compensation

• Ms. Miller is not listed as a Named Executive Officer (NEO); her individual base salary and cash compensation are not disclosed in the Summary Compensation Table, which includes the CEO, Chief Revenue Officer, COO, and a former executive for 2024/2023 .
• ENB maintains company-wide incentive and retirement programs that also apply to executives (details below), but proxy tables do not provide Ms. Miller’s personal amounts .

Performance Compensation

• Annual Incentive Plan (AIP)/Sales Incentive Plan (SIP): The company operates an AIP (and SIP for revenue roles) tied to corporate performance and individual performance against pre-established metrics; ENB accrued $2,253,700 and paid $2,234,425 in AIP/SIP for 2024 (paid March 2025) across employees. Individual award mechanics and weightings for Ms. Miller are not disclosed .
• Equity awards: 2024 Outstanding Equity Awards table lists unvested RSUs for the CEO, CRO, and COO; Ms. Miller is not included, and no RSU/option grants to her are disclosed in the proxy tables .

Equity Ownership & Alignment

• Beneficial ownership: Ms. Miller is part of the broader “all directors, nominees and executive officers as a group,” which totaled 133,099 shares (2.35%) as of March 11, 2025; the group includes shares “beneficially held by Ms. Bitner, Cake and Miller and Mr. Klein,” but the proxy does not break out Ms. Miller’s exact personal holdings .
• Hedging/pledging: ENB has an Anti-Hedging/Pledging policy prohibiting transactions designed to hedge or offset decreases in ENBP securities or limit upside; this reduces misalignment risk. No pledging or hedging by Ms. Miller is disclosed .
• Ownership guidelines: The proxy does not disclose executive stock ownership guidelines or Ms. Miller’s compliance status; no director-style ownership plan applies to executives beyond the general programs noted .

Employment Terms

• Employment agreements: ENB states it has employment agreements “as described herein” for certain executive officers that provide customary termination protections and, if an involuntary separation without cause occurs within two years after a change in control, a multiple of base salary and continuation of benefits for two years. The proxy does not specifically identify Ms. Miller as a party to such an agreement, and no separate Ms. Miller agreement is filed; terms cited are company-level practices and examples for other executives (e.g., Chief Revenue Officer) .
• Non-compete/non-solicit: The company’s filed employment agreements for other executives include two-year non-compete provisions (25-mile radius/contiguous counties) and non-solicit restrictions; no separate filing shows Ms. Miller’s personal restrictive covenants .
• Corporate Secretary role: Ms. Miller is identified as Corporate Secretary/contact for annual meeting communications and shareholder proposals, underscoring her central governance function .

Investment Implications

• Alignment: Absence of disclosed equity grants for Ms. Miller and enforcement of anti-hedging policy point to low insider selling pressure from her specifically; however, the lack of PSU-style disclosures for executives generally limits visibility into performance-linked equity alignment outside the CEO/CRO/COO tables .
• Retention risk: Tenure since 2014 (legal/compliance progression) and age 63 suggest valuable institutional knowledge in a regulated role. While ENB uses employment agreements with severance and change-in-control protections for certain executives, no specific agreement for Ms. Miller is on file, leaving her personal severance economics opaque, which complicates retention-risk assessment .
• Governance signal: As Corporate Secretary and in attestation roles on company agreements, Miller is pivotal to disclosure controls and board process—an operational stabilizer during periods of strategic activity (e.g., executive agreement amendments), though not a direct trading catalyst .
• Company performance context: TSR improved and 2024 net income rebounded, constructive for enterprise value; nonetheless, compensation-performance linkage detail for non-NEO executives remains limited, constraining pay-for-performance analysis at the individual level .

Notes and Sources

• Executive biography and roles: Ms. Miller’s current and prior positions, age, and education .
• Shareholder communications role: Corporate Secretary contact .
• Compensation tables (NEOs), equity awards, and retirement plans: 2025/2024 DEF 14A .
• Pay vs. Performance (TSR, Net Income): 2025 DEF 14A .
• Anti-Hedging/Pledging policy: 2025 DEF 14A .
• Ownership: Group beneficial ownership and inclusion of Ms. Miller in group totals .
• Employment agreements (company practice) and examples for other executives (CRO): 2025 DEF 14A and 8-K filings .