Jay Martin
About Jay Martin
Jay S. Martin, age 60, has served as an independent director of ENB Financial Corp since 2019. He is Vice President–Information Security Officer at Donegal Mutual Insurance Company and holds the CISSP credential and a B.S. in Electronic Engineering from DeVry, with over 30 years of experience in information technology and cybersecurity, including policy design, risk tracking/reporting, and regulatory compliance oversight . ENB’s board identifies him as independent under SEC/Nasdaq rules .
Past Roles
The proxy discloses that Martin has “over 30 years of experience in various roles in information technology” but does not provide a detailed chronology of prior employers or dates beyond his current position .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Donegal Mutual Insurance Company | Vice President–Information Security Officer | Current (dates not disclosed) | Designs information security policy; tracks/reports cybersecurity risks; monitors regulatory compliance |
Board Governance
- Independence: One of ten independent directors on the 11-member board; only independent directors serve on ENB’s committees .
- Committee assignments: Audit Committee member; Compensation Committee member (not chair) .
- Committee activity and attendance: Audit Committee met 5 times in 2024; Compensation Committee met 5 times in 2024; each director attended at least 75% of aggregate board/committee meetings, and all then-sitting directors attended the 2024 Annual Meeting .
- Board leadership: CEO also serves as Chairman; no Lead Independent Director position is established, with the board citing structure/size and independent director engagement in committees as rationale .
Fixed Compensation
| Component | Amount/Description |
|---|---|
| Annual retainer (cash) | $20,000, paid in advance, covering July 1, 2024–June 30, 2025 |
| Board meeting fees | $1,000 per board meeting; monthly meetings in 2024 except Jan/May/Jul/Oct with two meetings each |
| Committee meeting fees | $400 per committee meeting |
| Strategic planning meeting fee | $1,000 (May 2024 session) |
| Chair fees | $0; committee chairs do not receive additional compensation |
| 2024 director total (Jay S. Martin) | $40,000 |
| Non-Employee Directors’ Stock Plan | Voluntary plan enabling directors to use fees to purchase ENBP shares at market price (no discount); Martin invested a percentage of his retainer/quarterly compensation in ENBP shares |
Performance Compensation
| Element | Detail |
|---|---|
| Performance-based director pay | No performance-based pay elements disclosed for non-employee directors |
| Options | None granted by the Corporation in 2024 (no options or SARs) |
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed for Jay S. Martin (bios include other public company directorships if applicable) |
| Prior public company boards (past 5 years) | None disclosed |
| Interlocks with competitors/suppliers/customers | Not disclosed; board reviews banking transactions with directors/families/associated businesses and found no impairment of independence |
Expertise & Qualifications
- CISSP credential; B.S. in Electronic Engineering (DeVry) .
- 30+ years in IT with focus on cybersecurity policy, risk reporting, and compliance—skills relevant to bank regulatory and technology risk oversight .
- Serves on Audit and Compensation committees, aligning cybersecurity/risk expertise with financial oversight and pay governance .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Ownership Notes |
|---|---|---|---|
| Jay S. Martin | 3,765 | * (<1%) | Held individually in an IRA |
- Directors may elect to acquire shares via the 2020 Non-Employee Directors’ Stock Plan, purchasing at market price; Martin invested a percentage of his director compensation to buy ENBP shares .
- Anti-Hedging/Pledging Policy: The board adopted a policy prohibiting transactions that hedge or offset, or are designed to hedge/offset, decreases in ENBP securities’ market value or limit profit from increases .
- Related party loans: Aggregate loans outstanding to directors/executive officers/families/10%+ associated companies were $940,211 as of 12/31/2024 (0.72% of total equity capital) and $824,645 as of the 3/11/2025 record date; all were ordinary course on market terms and independently reviewed by the board, which determined independence was not impaired .
Governance Assessment
- Positive alignment: Martin is independent; participates on Audit and Compensation committees; director compensation structure is modest, with optional share purchases under the Directors’ Stock Plan, and Martin elected to invest portions of his fees into ENBP shares (alignment signal) .
- Attendance and engagement: Audit and Compensation committees were active (5 meetings each in 2024); all directors met at least 75% attendance and attended the 2024 Annual Meeting, supporting ongoing oversight .
- RED FLAGS: Combined CEO/Chair and no Lead Independent Director role—heightens reliance on committee independence/rigor for checks and balances .
- Related-party exposure: As a community bank, directors may have ordinary-course banking relationships; aggregate balances are small vs equity, on market terms, and reviewed outside the interested director’s presence (mitigating factor) .
- Pay governance: Compensation Committee (Zimmerman—Chair; Martin—member; Wagner—member) used a compensation consultant in 2024; CEO excluded from his own pay deliberations, which is standard governance practice .
Overall, Martin’s cybersecurity and IT risk background is additive for bank oversight (especially audit/risk interfaces), independence and attendance are satisfactory, and his voluntary share purchases bolster ownership alignment. The principal governance sensitivity is the combined CEO/Chair structure and absence of a Lead Independent Director, which places greater weight on the effectiveness of independent committees where Martin participates .