Rachel Bitner
About Rachel Bitner
Rachel G. Bitner, age 47, serves as Executive Vice President, Chief Financial Officer (CFO) of Ephrata National Bank and Treasurer/Principal Financial Officer of ENB Financial Corp; she has been with the bank since 2009 and will succeed Jeffrey S. Stauffer as President & CEO effective January 1, 2027 . Company performance during her CFO tenure shows strengthening fundamentals: total shareholder return rose 25.8% in 2024 vs. 2023, while net income increased 23.8% over the same period, indicating improved earnings power and shareholder value creation . Education credentials are not disclosed in the 2025 proxy .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ENB Financial Corp / Ephrata National Bank | EVP, Chief Financial Officer; Treasurer; Principal Financial Officer | 2021–present | Finance leadership, SEC certifications, leadership succession to CEO |
| Ephrata National Bank | Senior Vice President, Controller | 2020–2021 | Led controller function, prepared for CFO transition |
| Ephrata National Bank | Vice President, Controller | 2009–2020 | Built finance/process infrastructure; long-tenured finance leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mainspring, Ephrata | Board Secretary | Current as of 2025 | Community engagement and nonprofit governance |
Fixed Compensation
| Component | Effective Date | Amount ($) | Notes |
|---|---|---|---|
| Annual Base Salary (as CFO/President & CEO Elect) | August 24, 2025 | 380,625 | Amended employment agreement; recognition of successor CEO duties |
| Annual Base Salary (upon becoming President & CEO) | January 1, 2027 | 422,917 | Automatically adjusts at CEO start date |
Performance Compensation
- The proxy describes enterprise-wide Annual Incentive Plan (AIP) and Sales Incentive Plan (SIP) design and aggregate payouts but does not disclose individual AIP/SIP targets, weightings, actual payouts, or award structures specific to Ms. Bitner for 2024–2025. Ms. Bitner was not included among Named Executive Officers in the Summary Compensation Table for 2024, so individual pay-for-performance details are not provided .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership disclosure | Footnote indicates combined beneficial ownership of 23,196 shares for a group including Ms. Bitner (with Cake, Miller, and Klein); individual breakdown for Ms. Bitner is not separately disclosed . |
| Shares outstanding (record date) | 5,655,270 outstanding as of March 11, 2025 . |
| Hedging/Pledging policy | Board has adopted an Anti-Hedging/Pledging Policy prohibiting hedging or transactions that limit upside in ENBP securities for directors and executive officers . |
| Outstanding equity awards | NEO RSU vesting schedules disclosed for other executives (e.g., certain RSUs vest October 31, 2025; COO RSUs vest one-third annually), but no outstanding award detail for Ms. Bitner is provided in 2024 disclosures . |
Employment Terms
| Term | Provision | Source |
|---|---|---|
| Original Employment Agreement | Dated October 28, 2022 | |
| Amendment to Employment Agreement | Effective August 24, 2025; title revised to EVP/CFO & Treasurer and President/CEO Elect until CFO/Treasurer replacement; becomes President & CEO January 1, 2027 | |
| Base Salary changes | $380,625 effective on amendment date; $422,917 upon becoming President & CEO | |
| Duties/Reporting | CFO/Treasurer & President/CEO Elect reporting to President & CEO and Board; then President & CEO reporting only to Board | |
| Change-in-control economics | If a change in control occurs and the executive is involuntarily separated without cause within two years, the executive is entitled to a multiple of base salary plus continuation of life, disability, medical, and other normal health and welfare benefits for two years (multiple not specified) | |
| Clawback/other provisions | Specific clawback, non-compete, non-solicit, garden leave terms for Ms. Bitner are not disclosed in the proxy or 8-Ks reviewed |
Performance & Track Record
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 investment based on TSR ($) | 76.87 | 96.44 | 121.29 |
| Net Income ($) | 14,631,000 | 12,375,000 | 15,317,000 |
Additional signals:
- PFO/CFO certifications: Ms. Bitner signed SOX 302 and 906 certifications as Principal Financial Officer on Q2 and Q3 2025 10-Qs, reinforcing accountability over disclosure controls and ICFR .
- Succession: Board press release announced Ms. Bitner as the 9th president in ENB’s history, indicating a structured, long-term transition plan with ~18 months lead time .
Compensation Committee Analysis
- Committee members: Roger L. Zimmerman (Chair), Jay S. Martin, Mark C. Wagner; all independent under SEC/Nasdaq; reviewed compensation data prepared by a compensation consultant in 2024; met five times .
- Committee responsibilities include establishing compensation philosophy/policies, determining base salaries and incentives, retaining consultants, and approving target performance levels .
Say-on-Pay & Shareholder Feedback
- 2025 proxy includes advisory votes on executive compensation and the frequency of such votes (Board recommended 3-year frequency); voting outcomes are not included in the proxy materials .
Investment Implications
- Alignment and retention: Base salary step-up and formal succession timeline reduce transition risk; anti-hedging/pledging policy supports alignment, though individual ownership detail for Ms. Bitner is limited in the 2025 proxy .
- Pay-for-performance visibility: Absence of individual AIP/SIP metrics and equity award disclosures for Ms. Bitner constrains assessment of direct incentive alignment; monitoring future proxies for CEO award structures and performance hurdles will be key .
- Execution signals: Company TSR and net income improved in 2024 vs. 2023 under Ms. Bitner’s CFO tenure; her role as certifying officer underscores governance rigor. The multi-year, Board-run succession process suggests continuity in strategic and financial execution as she transitions to CEO .