Mark Wagner
About Mark Wagner
Mark C. Wagner, age 71, is an independent director of ENB Financial Corp (ENBP) and Ephrata National Bank, serving since 2007. He is the retired Owner and President of White Oak Mills, Inc. (livestock and poultry feeds) and operates several Lancaster County farms, bringing ~50 years of management, finance, and agricultural industry experience to the board. He serves on the Audit Committee and Compensation Committee; the board identifies him as independent under SEC and Nasdaq standards. Education credentials are not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| White Oak Mills, Inc. (Elizabethtown, PA) | Owner & President (retired) | Not disclosed | Led manufacturing serving agricultural communities; extensive management/finance/admin experience noted by board |
| Lancaster County farms | Owner/Operator | Not disclosed | Livestock production; deep ties to local ag economy |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Federal Reserve Bank of Philadelphia | Economic Advisory Council member | Not disclosed | Advisory exposure to macro/financial conditions |
| Pleasant View Retirement Community (Manheim, PA) | Board member (prior service) | Not disclosed | Community governance experience |
| Local municipality (governing body) | Member | Not disclosed | Public-sector oversight experience |
Board Governance
- Independence: Board lists Wagner among 10 independent directors; only independent directors serve on all committees. The board reviewed director loans and nonprofit contributions and determined independence was not impaired.
- Committee assignments (2024): Audit Committee member; Compensation Committee member. Chairs: Audit—Joshua E. Hoffman; Compensation—Roger L. Zimmerman.
- Meeting cadence and attendance: Board held 16 meetings; all board committees held 24 meetings. Each director attended at least 75% of board and relevant committee meetings; all ten directors attended the 2024 Annual Meeting.
- Board leadership: ENBP combines Chairman and CEO roles (Jeffrey S. Stauffer) and does not have a Lead Independent Director, a structure the board deems appropriate given company size and committee involvement.
- Risk oversight: Enterprise Risk Management (ERM) policy overseen by the board; Audit Committee designated financial expert (Hoffman).
Fixed Compensation
- Director fee structure (2024): $20,000 retainer (paid in July, covering Jul 1, 2024–Jun 30, 2025); $1,000 per board meeting; $400 per committee meeting; $1,000 for May 2024 strategic planning meeting; no extra chair fees; ENBP and bank board meetings held concurrently without additional pay.
- Wagner’s 2024 cash compensation and equity purchase election:
- Wagner invested his annual retainer compensation in ENBP shares via the Non-Employee Directors’ Stock Plan (market price, no discount).
- Total fees earned or paid in cash (2024): $39,000.
| Component | Amount ($) | Notes |
|---|---|---|
| Annual retainer (gross) | 20,000 | Paid in advance July 2024–June 2025 |
| Board meeting fees | Not disclosed by director | $1,000 per meeting (16 meetings held) |
| Committee meeting fees | Not disclosed by director | $400 per meeting; committees held 24 meetings in aggregate |
| Strategic planning meeting | 1,000 | May 2024 |
| Chair fees | 0 | No additional compensation for chairs |
| Total fees earned (Wagner, 2024) | 39,000 | Cash fees; equity purchased at market via plan |
Performance Compensation
- Non-employee directors do not receive performance-based equity awards (e.g., RSUs/PSUs) or options; equity exposure arises only from voluntary participation in the 2020 Non-Employee Directors’ Stock Plan (shares purchased at market, no discount). Wagner elected to invest his annual retainer through this plan.
| Item | Details |
|---|---|
| RSUs/PSUs to directors | None disclosed |
| Options to directors | None disclosed |
| Director stock plan | 2020 Non-Employee Directors’ Stock Plan; purchases at market, no discount |
| Wagner election | Invested annual retainer in ENBP shares |
Other Directorships & Interlocks
| Category | Status |
|---|---|
| Current public company boards | None disclosed in ENBP’s proxy biography for Wagner |
| Prior public company boards (past 5 years) | None disclosed in ENBP’s proxy biography for Wagner |
| Nonprofit/academic/private boards | Pleasant View Retirement Community; local municipality governing body; agriculture industry boards (unspecified) |
| Potential interlocks with ENBP competitors/customers | Not disclosed; general related-party transactions vetted under policy |
Expertise & Qualifications
- ~50 years of business leadership in manufacturing and agriculture; strong background in management, finance, and administration; extensive community and industry board service; prior advisory role to the Federal Reserve Bank of Philadelphia.
- Committee-relevant skills: oversight experience aligned with Audit and Compensation responsibilities.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Nature |
|---|---|---|---|
| Mark C. Wagner | 16,322 | <1% | Held individually |
| All directors, nominees, and executive officers (17 persons) | 133,099 | 2.35% | Group total |
- Anti-hedging/pledging policy: Directors and officers are prohibited from hedging transactions or activities that offset downside or limit upside; policy includes pledging restrictions. No pledging by Wagner is disclosed.
- Insider Section 16 compliance: One late Form 4 in 2024 was noted for an executive (not Wagner).
Governance Assessment
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Strengths:
- Independence and committee service: Wagner is independent and serves on both Audit and Compensation—high-impact committees for financial reporting and pay governance.
- Attendance and engagement: Board-wide ≥75% attendance and full director participation at the 2024 Annual Meeting signal engagement.
- Ownership alignment: Wagner invests his retainer in ENBP shares through the director stock plan; beneficial ownership of 16,322 shares (individual) supports skin-in-the-game.
- Risk controls and policies: Board-level ERM oversight; strict anti-hedging/pledging and insider trading policies.
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Watch items and potential RED FLAGS:
- Combined Chair/CEO with no Lead Independent Director may reduce independent counterbalance on strategy and pay decisions—common small-cap structure but can be a governance concern for some investors.
- Related-party banking relationships: Directors and affiliates may have loans with the bank, though disclosed as ordinary course on market terms and reviewed outside the interested director’s presence; aggregate outstanding to directors/executives/families/10%+ affiliates was $824,645 as of March 11, 2025. Continued monitoring advised.
- Committee chair compensation neutrality: Chairs receive no incremental fees; while conservative, it may weaken incentives for enhanced committee leadership workload.
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Compensation Committee practices:
- Independent membership; CEO excluded from his own pay deliberations; use of a compensation consultant reviewed in 2024; responsibilities include establishing policies, base salaries, incentive plans, and approving performance targets.
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Overall view: Wagner’s long-tenured, independent presence on Audit and Compensation, coupled with equity alignment via plan participation and strong attendance, supports investor confidence. Governance structure without a Lead Independent Director and the presence of related-party loans—albeit on market terms—are manageable but warrant ongoing oversight for best-practice alignment.