Roger Zimmerman

About Roger Zimmerman

Roger L. Zimmerman, age 45, has served on ENB Financial Corp’s Board since March 2021 and is designated an independent director under SEC and Nasdaq rules . He is Executive Vice President and an owner of Paul B. Zimmerman, Inc. (hardware, wholesale, manufacturing, industrial finishing) and has been associated with the company for 30 years . On ENBP’s Board, he chairs the Compensation Committee and serves on the Audit Committee . In 2024, all directors attended at least 75% of Board and committee meetings and all then-sitting directors attended the 2024 Annual Meeting of Shareholders .

Past Roles

External Roles

Board Governance

• Independence: Ten of eleven directors are independent, including Roger L. Zimmerman .
• Committee assignments (2024):
  • Compensation Committee: Chair; independent membership; five meetings held; used a compensation consultant in 2024 .
  • Audit Committee: Member; independent membership; five meetings held; Audit Committee can engage external experts; Board designated Joshua E. Hoffman as “Financial Expert” .
• Board attendance and engagement: 16 Board meetings in 2024; each director attended ≥75% of Board and committee meetings; all ten then-sitting directors attended the 2024 Annual Meeting .
• Leadership structure: Combined Chairman/President/CEO (Jeffrey S. Stauffer); no Lead Independent Director position .
• Risk oversight: Formal Enterprise Risk Management program and General Risk Appetite Statement approved by the Board .

Fixed Compensation

Performance Compensation

Note: Several individual directors (Martin, Reed, Wagner, Weaver) elected to invest portions of retainers/fees into ENBP shares; Zimmerman’s investment election is not disclosed in the proxy .

Other Directorships & Interlocks

Expertise & Qualifications

• Business and financial expertise from multi-decade leadership in manufacturing and distribution; Board cited his ability to maintain a business’ legacy while adapting to changing customer needs .
• Audit literacy via Audit Committee membership (Committee operates under charter; independent; oversight of accounting, tax, internal control) .
• Community and governance experience through non-profit board service and church leadership .

Equity Ownership

• Outstanding shares at record date: 5,655,270 (of 5,739,114 issued) .
• Anti‑hedging/pledging policy: Prohibits hedging or pledging by directors and executive officers .

Governance Assessment

• Strengths:

  • Independent director with active committee roles (Compensation Chair; Audit Member), reinforcing oversight of pay and financial controls .
  • Compensation Committee used an external consultant in 2024; CEO excluded from his own pay discussions, aligning with governance best practice .
  • Attendance thresholds met and Annual Meeting participation in 2024, supporting engagement .
  • Anti‑hedging/pledging policy enhances alignment and mitigates adverse hedging behavior .
  • Director stock purchase plan facilitates voluntary ownership; multiple directors elected to invest retainers, signaling alignment culture (Zimmerman’s election not disclosed) .

• Concerns/RED FLAGS to monitor:

  • Combined Chair/President/CEO and absence of a Lead Independent Director reduce independent counterbalance at the board level, increasing reliance on committee chairs like Zimmerman for governance rigor .
  • Related‑party banking transactions exist for directors/executives; while conducted on market terms and reviewed, they warrant ongoing scrutiny for potential perceived conflicts (aggregate loans outstanding to the group were $824,645 as of March 11, 2025; 0.72% of total equity capital) .
  • Director compensation is predominantly cash with no performance‑based equity; while chairs receive no premium, lack of mandated equity ownership guidelines could limit structural alignment versus peers (voluntary purchase plan mitigates somewhat) .

• Shareholder oversight:

  • 2025 agenda includes advisory say‑on‑pay and frequency vote; Board recommends approval of NEO compensation and a three‑year frequency, keeping investor feedback cycles less frequent relative to annual practices at many issuers .

Appendix: Committee Snapshot (2024)

Citations: All factual claims and data points are sourced from ENBP’s 2025 DEF 14A proxy statement.