Jeffrey Stauffer
About Jeffrey Stauffer
Jeffrey S. Stauffer, age 63, is Chairman, President, and CEO of ENB Financial Corp and Ephrata National Bank (CEO since January 1, 2020; Chairman since June 2020), and a director since 2019. He has 43 years at the Bank, including leadership across commercial lending and senior lending roles, and holds external roles (Federal Reserve Bank of Philadelphia Nominating Advisory Committee; PA Bankers Services Corp board; multiple local foundations) . He is not independent and serves in a combined Chairman/CEO structure with no lead independent director; all Board committees consist solely of independent directors . Pay-versus-performance shows compensation actually paid (CAP) to the PEO decreased 8.8% in 2024 while total shareholder return (TSR) rose 25.8% and net income increased 23.8% year over year—supporting pay-for-performance alignment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ENB Financial Corp / Ephrata National Bank | Chairman | 2020–present | Board leadership; strategy oversight; enterprise risk governance |
| ENB Financial Corp / Ephrata National Bank | President & CEO | 2020–present | Enterprise leadership; performance management; succession planning |
| Ephrata National Bank | SVP, Senior Lender | 2017–2019 | Led lending portfolio and credit growth |
| Ephrata National Bank | VP, Senior Loan Officer | 2014–2017 | Managed lending operations; loan growth |
| Ephrata National Bank | VP, Commercial Lending Manager | 2012–2014 | Led commercial lending unit |
| Ephrata National Bank | VP, Commercial Loan Officer | 2002–2012 | Originations and portfolio management |
| Ephrata National Bank | Various roles | 1982–2002 | Progressive responsibility; institutional knowledge |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Reserve Bank of Philadelphia | Nominating Advisory Committee member | Current | Regional financial sector insights; governance exposure |
| PA Bankers Services Corp | Board member | Current | Industry networking; services strategy |
| Ephrata Area Education Foundation | Director | Current | Community engagement |
| Ephrata Community Health Foundation | Director | Current | Community health support |
| Ephrata Area School District | Comprehensive Planning Steering Committee | Current | Education planning |
| Guy K. Bard Student Loan Fund | Treasurer | Current | Education financing |
| Friends of the Ephrata Police Foundation | Director | Current | Community safety |
| Denver Ephrata Area Rotary Club | Member; Past President | Current | Civic leadership |
Fixed Compensation
| Metric ($) | 2023 | 2024 |
|---|---|---|
| Base Salary | 386,737 | 406,580 |
| Non-Equity Incentive/Bonus | 77,771 | 1,000 |
| Stock Awards (Grant-date fair value) | — | — |
| All Other Compensation | 35,952 | 40,186 |
| Total Compensation | 500,460 | 447,766 |
| Other Compensation Detail ($) | 2023 | 2024 |
|---|---|---|
| Auto (personal-use expense) | 6,364 | 6,857 |
| Group Life Insurance Premiums | 2,772 | 2,772 |
| Split Dollar Imputed Income | 363 | 401 |
| 401(k) Corporate Match | 6,537 | 9,303 |
| ESPP 15% Discount | 3,416 | 3,603 |
| Total Other Earnings Subtotal | 19,452 | 22,936 |
| Profit Sharing – Safe Harbor (3%) | 9,900 | 10,350 |
| Profit Sharing – Elective (2%) | 6,600 | 6,900 |
| Profit Sharing Total | 16,500 | 17,250 |
| All Other Compensation (subtotal + profit sharing) | 35,952 | 40,186 |
Performance Compensation
- Annual Incentive Plan (AIP) and Sales Incentive Plan (SIP) are the primary variable compensation programs; the AIP pays based on corporate performance, while SIP applies to revenue organization with corporate and personal metrics. The company accrued $2,253,700 for AIP/SIP in 2024 and paid $2,234,425 in March 2025; specific executive metric weightings/targets are not disclosed .
- No options or stock appreciation rights were granted in 2024; equity awards outstanding are RSUs with defined vest timing .
| Year | PEO Compensation Actually Paid ($) | TSR Value of $100 Investment ($) | Net Income ($) |
|---|---|---|---|
| 2022 | 520,340 | 76.87 | 14,631,000 |
| 2023 | 495,542 | 96.44 | 12,375,000 |
| 2024 | 452,145 | 121.29 | 15,317,000 |
Relationship statements: From 2023 to 2024, PEO CAP decreased 8.8% while TSR rose 25.8% and net income increased 23.8% .
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Beneficially Owned Shares | 18,080 (13,313 joint; 3,908 individual; 859 RSUs) |
| Ownership vs Shares Outstanding | <1%; directors marked “*” for <1% ; outstanding shares 5,655,270 |
| Unvested RSUs | 859 units |
| Unvested RSUs Market Value | $14,775 at $17.20 close on 12/31/2024 |
| Anti-Hedging/Pledging Policy | Hedging and pledging prohibited for directors/executives |
| Section 16 Compliance | No late filings noted for Stauffer; one late filing by another executive |
| Outstanding Equity Awards (as of 12/31/2024) | Amount |
|---|---|
| RSUs Unvested | 859 |
| RSU Vesting Schedule | RSUs awarded Oct 31, 2022; fully vest Oct 31, 2025 |
Potential selling pressure date: October 31, 2025 RSU vest may create incremental tradable shares; hedging/pledging is prohibited, and trading remains subject to insider trading policies .
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement Coverage | Corporation has employment agreements for certain executive officers, including change-in-control (CoC) economics |
| CoC Severance | If involuntary separation without cause within 2 years after a CoC, entitled to a multiple of base salary and continuation of life, disability, medical, and other benefits for two years (multiple not specified for Stauffer in proxy) |
| Death/Disability Benefits | Group term life and BOLI split-dollar plan; Stauffer’s beneficiary would receive $500,000 if requirements met; split-dollar policy of $100,000 continues until death |
| Committees & Independence | Only independent directors serve on committees; Stauffer is not independent |
| Anti-Hedging/Pledging | Prohibited for directors/executives |
| Retirement Plan / Succession | Stauffer notified Board of intention to retire Dec 31, 2026; Rachel G. Bitner to become President & CEO on Jan 1, 2027 |
Board Governance
| Item | Detail |
|---|---|
| Board Service | Director since 2019 |
| Leadership Structure | Combined Chairman and CEO (Stauffer); no Lead Independent Director |
| Independence Status | Not independent due to employment; 10 of 11 directors are independent |
| Committee Roles | Committees are Audit, Compensation, Nominating & Governance, Building & Expansion, Trust Operations; all independent; Stauffer not on committees |
| Board Meetings | 16 board meetings; 24 committee meetings (40 total) in 2024; each director attended ≥75% of their meetings |
| Director Compensation | Employee directors do not receive board compensation; only non-employee directors are paid |
| Say-on-Pay Frequency | Board recommends triennial (every three years) |
Investment Implications
- Pay-for-performance alignment: PEO CAP declined while TSR and net income rose in 2024, indicating restraint and linkage to performance outcomes; bonus was minimal ($1,000) despite strong TSR—reducing short-term sell pressure signals tied to cash incentives .
- Vesting catalyst: 859 RSUs vest on October 31, 2025, a potential micro overhang; however, the unvested amount is modest versus total shares and hedging/pledging is prohibited, tempering alignment risks .
- Governance risk: Combined Chairman/CEO without a lead independent director raises classic independence concerns; committees remain fully independent, partially mitigating governance risk .
- Succession/retention: Announced retirement (effective December 31, 2026) creates leadership transition risk but with an 18-month runway and named successor (CFO Rachel Bitner), reducing execution risk from abrupt change .
- CoC economics: Stauffer’s agreement terms are not individually quantified in the proxy, but executives receive a multiple of base salary plus two years of benefits under CoC—a typical community bank construct; absent a disclosed multiple for Stauffer, parachute inflation risk appears contained by general policy disclosure .
Overall: Compensation structure is conservative with limited variable cash and modest RSU overhang; governance dual-role exists but is offset by independent committees; succession plan visibility reduces retention shocks.