Brian Reed
About Brian Reed
Brian K. Reed, DVM, MBA, age 62, is an independent director of ENB Financial Corp (Ephrata National Bank) and has served on the board since 2013. He owned and managed Agricultural Veterinary Associates, LLC in Lititz, PA from 1987 until June 30, 2024, focusing on dairy-industry veterinary practice combined with business management consulting; he currently provides consulting on business management and generational transition planning for agricultural and veterinary businesses .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Agricultural Veterinary Associates, LLC (Lititz, PA) | Owner and Manager; Veterinarian | 1987 – Jun 30, 2024 | Combined veterinary medicine with business management consulting in the dairy industry |
| Agricultural/Veterinary businesses (consulting) | Consultant (management, generational transition planning) | 2024 – present | Strategic planning expertise relevant to ENBP’s market area |
External Roles
- Actively involved in veterinary and agricultural organizations, dairy associations and commissions, and community endeavors; specific organizations not named in the proxy .
- No other public company directorships disclosed for the past five years in Reed’s biography section (the proxy would list such roles and does not for Reed) .
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent per SEC and Nasdaq; one non-independent director (Chairman); all committees composed solely of independent directors |
| Committees | Building and Expansion Committee (member); Trust Operations Committee (member) |
| Committee Chairs | No chair roles for Reed; Building & Expansion chaired by Willis R. Lefever; Trust Operations chaired by Judith A. Weaver |
| 2024 Committee Meetings | Building & Expansion: 5 meetings; Trust Operations: 4 meetings |
| Board/Committee Attendance | Each director attended at least 75% of board and committee meetings in 2024; all ten then-sitting directors attended the 2024 Annual Meeting |
| Board Size/Structure | 11 directors; classified board (three classes, three-year terms); age 70 retirement rule at reelection |
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| Annual retainer (paid in advance) | $20,000 covering Jul 1, 2024 – Jun 30, 2025 | |
| Board meeting fee | $1,000 per board meeting attended | |
| Committee meeting fee | $400 per committee meeting attended | |
| Strategic planning meeting fee | $1,000 (May 2024) | |
| Committee chair premium | None (chairs did not receive additional pay) | |
| Total paid to Reed (2024) | $40,200 (all cash) |
Directors of ENB Financial Corp and Ephrata National Bank meet concurrently; no extra compensation for dual meeting attendance .
Performance Compensation
| Item | Status | Source |
|---|---|---|
| Equity grants to directors (RSUs/PSUs) | None disclosed; directors may elect to purchase shares using fees via 2020 Non-Employee Directors’ Stock Plan (100,000 shares registered; purchases at market price, no discount) | |
| Stock options | None disclosed for directors | |
| Performance metrics (TSR, EPS, ESG) | Not applicable to director compensation | |
| Clawbacks/gross-ups | Not disclosed for directors; anti-hedging/pledging policy in place |
Other Directorships & Interlocks
| Company/Organization | Role | Type | Notes |
|---|---|---|---|
| None disclosed | — | Public company | Proxy biography includes fields for other public directorships and lists none for Reed |
| Various veterinary/agricultural organizations | Member/participant | Non-profit/industry | Involvement noted without specific entities |
Expertise & Qualifications
- DVM and MBA; business owner/operator background with finance/administration .
- Strategic planning and business management consulting expertise in ENBP’s regional dairy market .
- Serves on Building & Expansion and Trust Operations committees, aligning his operational/business background with facility oversight and trust account supervision .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Nature of Ownership |
|---|---|---|---|
| Brian K. Reed | 10,551 | <1% (indicated by asterisk) | 200 shares individually; 10,351 shares jointly with spouse |
| ENBP shares outstanding (record date) | 5,655,270 | — | Record date Mar 11, 2025 |
Insider Trades (Section 16)
| Period | Filing | Detail |
|---|---|---|
| FY 2023 (filed Jan 31, 2024) | Form 5 | Beneficially owned 9,340.8051 common shares at FY end; 1,231 shares purchased through dividend reinvestment and directors’ stock purchase plan in 2023 |
Anti-Hedging/Pledging
- Board has adopted an Anti-Hedging/Pledging Policy prohibiting transactions that hedge or offset decreases in ENB stock value .
Related-Party Transactions (Potential Conflicts)
| Item | Disclosure |
|---|---|
| Directors/executives as bank customers | Deposit accounts, trust relationships, and loans to directors/executives and related companies made in ordinary course, on substantially the same terms and collateral as comparable customers; no unusual risk features |
| Aggregate loans outstanding | $940,211 outstanding as of Dec 31, 2024 (≈0.72% of total equity capital) to directors/executives, immediate families, and 10%+ owned companies; $824,645 outstanding as of Mar 11, 2025 record date |
| Independence review | Board reviewed these transactions and determined independence of non-employee directors was not impaired |
| Process control | Board reviews any business dealings with directors/executives outside the presence of the interested person |
Governance Assessment
- Independence and attendance: Reed is independent; the board and all committees are majority/fully independent; directors met ≥75% attendance and all attended the 2024 annual meeting—supportive of effective oversight and engagement .
- Committee fit: Reed’s roles on Building & Expansion (5 meetings in 2024) and Trust Operations (4 meetings) align with his operational and consulting background; he does not hold chair roles, tempering individual influence but contributing domain expertise .
- Pay alignment: Reed’s compensation is entirely cash with elective share purchases via the Directors’ Stock Plan; no performance equity, options, or chair premiums—reducing pay-for-performance signaling but encouraging ownership through fee-directed purchases .
- Ownership and policies: Reed holds 10,551 shares (<1%); the company maintains an Anti-Hedging/Pledging policy—positive alignment and risk control signals .
- Conflicts: As a bank, director/executive banking relationships and loans exist; disclosures indicate ordinary-course terms, small aggregate exposure relative to equity capital, Board oversight outside interested parties’ presence, and no independence impairment—manageable but worth monitoring as a standing related-party exposure .
Red Flags
- None evident specific to Reed: no low attendance, no chair fee premiums, no hedging; related-party banking transactions are standard for community banks and disclosed with controls .