Joshua Hoffman
About Joshua E. Hoffman
Independent director since 2017; age 42. CPA, CMA, CPCU with an MBA from Pennsylvania State University and NACD Certified Director (NACD.DC). Chairs the Audit Committee and the Nominating & Governance Committee and is designated the Board’s Audit Committee Financial Expert. Tenure and leadership indicate strong financial and governance expertise; independence affirmed by the Board’s annual review of director independence criteria .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heiter Fitness LLC | Owner & Managing Member | Current (as of record date 3/11/2025) | Entrepreneurial leadership in franchise development and operations |
| Garman Builders, Inc. | Accounting and executive leadership roles | Recently (dates not specified) | Financial management experience in construction sector |
| Alvernia University | Executive leadership roles | Recently (dates not specified) | Higher-ed administration exposure |
| Consulting practice | Leadership & business consultant | 2018–2020 | Strategy and performance consulting |
| Reamstown Mutual Insurance Company | CEO & CFO | 2014–2018 | Insurance operations; executive accountability |
| Donegal Mutual Insurance Company | Accounting and leadership roles | Prior to 2014 (dates not specified) | Insurance finance and IT/cyber exposure through broader board context |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Public company directorships | None disclosed | — | No other public boards listed in biography/disclosure for past 5 years |
Board Governance
- Independence: One of ten independent directors; only independent directors serve on committees .
- Board leadership: Combined Chair/CEO structure; no Lead Independent Director designated (Board believes structure appropriate for size/engagement) .
- Committee assignments:
- Audit Committee: Chair; designated Audit Committee Financial Expert; committee met 5 times in 2024; operates under a written charter .
- Nominating & Governance Committee: Chair; met 5 times in 2024; operates under written charter and Corporate Governance Guidelines .
- Attendance: Board held 16 meetings and Board committees held 24 meetings in 2024; each director attended at least 75% of aggregate Board and committee meetings; all then-sitting directors attended the 2024 Annual Meeting .
- ERM oversight: Board maintains an enterprise risk management program and General Risk Appetite Statement .
Fixed Compensation
| Component | Amount/Structure | Notes |
|---|---|---|
| Annual retainer (cash; paid in advance, covers Jul 1, 2024–Jun 30, 2025) | $20,000 | Applies to all non-employee directors |
| Board meeting fee (per meeting) | $1,000 | Board held 16 meetings in 2024 |
| Committee meeting fee (per meeting) | $400 | Applies to separate committee meetings |
| Strategic Planning Meeting | $1,000 | Paid for May 2024 strategic session |
| Committee chair premium | None | Chairs did not receive additional compensation |
| Fees earned or paid in cash (2024) | $40,000 | Hoffman total; no “All Other Compensation” |
- Non-Employee Directors’ Stock Plan (2020): 100,000 registered shares; directors may elect to use fees to purchase ENBP shares at market price (no discount) .
Performance Compensation
- No director equity grants or options disclosed; director compensation is cash-based retainer and meeting fees (no performance metrics tied to director pay). The Non-Employee Directors’ Stock Plan facilitates elective fee-based share purchases at market prices; no RSUs/PSUs/options to directors were reported in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed (past 5 years) |
| Shared directorships with competitors/suppliers/customers | Not disclosed; Board independence review considered banking relationships and contributions; determined no impairment |
Expertise & Qualifications
- Credentials: CPA, CMA, CPCU; MBA (Penn State); NACD Certified Director .
- Board-designated Financial Expert for Audit Committee (Sarbanes-Oxley/SEC definition) .
- Industry experience: Insurance (executive roles), construction, higher education, entrepreneurship; governance and risk oversight through committee leadership .
Equity Ownership
| Holder | Shares | % of Outstanding | Breakdown |
|---|---|---|---|
| Joshua E. Hoffman | 8,214 | <1% | 8,200 shares individually in an IRA; 14 shares jointly with spouse |
- Anti-Hedging/Pledging Policy adopted; prohibits transactions that hedge or offset, or are designed to hedge or offset, decreases in ENBP securities value (alignment safeguard) .
Governance Assessment
- Strengths:
- Dual committee chair roles (Audit; Nominating & Governance) and Financial Expert designation signal high engagement and technical oversight of financial reporting and board composition/succession .
- Documented independence; attendance threshold met; participation in annual meeting strengthens investor confidence .
- Personal share ownership and optional fee-based stock purchase plan enhance alignment (though voluntary) .
- Watch items / RED FLAGS:
- Combined Chair/CEO with no Lead Independent Director may weaken independent oversight; investors often prefer a lead independent director or separate chair for balance .
- Ordinary-course banking relationships (deposits/loans/trusts) with directors and related entities are common for community banks but present potential related-party exposure; Board reviews such transactions outside the interested party’s presence and reports aggregate loan balances ($824,645 at record date; $940,211 at 12/31/2024), mitigating risk if policies are consistently enforced .
- Director pay is fully cash-based; lack of scheduled equity grants for directors may limit long-term equity alignment, though personal ownership and optional purchases via the 2020 plan partially offset this .
Net: Hoffman’s profile reflects strong financial acumen and governance leadership with credible independence and engagement. Structural board leadership (no lead independent director) and standard community-bank related-party banking activities warrant continued monitoring for board effectiveness and conflict controls .