Susan Nicholas
About Susan Y. Nicholas
Susan Y. Nicholas, age 65, is an independent director of ENB Financial Corp and Ephrata National Bank, serving since 2008. She is an attorney and managing partner at Young and Young Attorneys at Law (Manheim, PA) with 39 years of practice focused on estates, trusts, and real estate; she is active in the Pennsylvania and Lancaster Bar Associations and founded the nonprofit Rise Up AbbaHar supporting missions work in Nicaragua since 2004 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Young and Young Attorneys at Law (Manheim, PA) | Managing Partner; Attorney (Estates, Trusts, Real Estate) | 39 years of legal experience (as of 2025) | Legal expertise, governance interest brought to Board |
| Rise Up AbbaHar (Nonprofit) | Founder | Since 2004 | Community leadership; missions support |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pennsylvania Bar Association | Member | Not disclosed | Professional affiliation |
| Lancaster Bar Association | Member | Not disclosed | Professional affiliation |
| First Presbyterian Church (Lancaster) | Member | Not disclosed | Community involvement |
| Other public company boards | None disclosed | — | No other public company directorships noted in proxy biography |
Board Governance
- Independence: Nicholas is one of ten independent directors on an eleven-member board; only independent directors serve on committees .
- Committees: Member, Nominating & Governance Committee; Member, Trust Operations Committee .
- Committee activity:
- Nominating & Governance met 5 times in 2024 and 3 times in 2023 .
- Trust Operations met 4 times in 2024 and 4 times in 2023 .
- Attendance and engagement:
- In 2024, the Board held 16 meetings; all directors met at least 75% attendance, and all ten directors attended the 2024 Annual Meeting .
- In 2023, the Board held 16 meetings; all directors met at least 75% attendance, and eight of ten attended the 2023 Annual Meeting .
- Tenure: Director since 2008; currently listed as a continuing Class C director with term expiring at the 2026 Annual Meeting .
Fixed Compensation
- Structure (2024):
- Annual cash retainer: $20,000 (prepaid for the period July 1, 2024–June 30, 2025).
- Board meeting fee: $1,000 per meeting; monthly meetings during 2024, with two meetings in January, May, July, and October.
- Committee meeting fee: $400 per committee meeting.
- Strategic Planning Meeting: $1,000 for May 2024 session.
- No additional compensation for committee chairs; concurrent service on ENB Financial Corp and Ephrata National Bank boards without extra pay .
| Director Cash Compensation (USD) | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash – Susan Y. Nicholas | $39,000 | $39,200 |
| All Other Compensation – Susan Y. Nicholas | $0 | $0 |
| Total – Susan Y. Nicholas | $39,000 | $39,200 |
- Non-Employee Directors’ Stock Plan: A 2020 plan registered 100,000 shares allowing non-employee directors to elect to use some/all director compensation to purchase ENBP shares at market price; no discount. Footnotes indicate certain directors invested retainers/fees in share purchases; Nicholas has no specific footnote indicating such elections in 2024 .
Performance Compensation
- Directors receive no performance-based compensation (no RSUs/PSUs, options, or bonus metrics disclosed for directors). Compensation is cash-based; equity exposure is via elective purchases under the Non-Employee Directors’ Stock Plan .
| Performance Metrics Tied to Director Compensation | 2023 | 2024 |
|---|---|---|
| RSUs/PSUs Granted to Directors | None disclosed | None disclosed |
| Options Granted to Directors | None disclosed | None disclosed |
| Bonus or Performance Metrics | None disclosed | None disclosed |
Other Directorships & Interlocks
| Category | Disclosure for Nicholas |
|---|---|
| Current public company boards | None disclosed in ENBP proxy biography |
| Private/Nonprofit boards | Founder of Rise Up AbbaHar; church membership; bar associations |
| Interlocks/Conflicts | Board reviewed director-related banking transactions and determined they did not impair independence; only ordinary-course terms were used |
Expertise & Qualifications
- Legal expertise in estates, trusts, and real estate; governance interest noted .
- Trust oversight experience via Trust Operations Committee, supervising Wealth Solutions trust accounts and reviewing new/closed accounts .
- Community familiarity in Manheim/Lancaster areas .
Equity Ownership
| Beneficial Ownership (as of record date) | Shares | % of Class |
|---|---|---|
| Susan Y. Nicholas | 16,391 (held individually) | * (less than 1%) |
| Outstanding shares entitled to vote (for context) | 5,655,270 (as of March 11, 2025) | — |
- Anti-hedging/pledging policy: Board-adopted policy prohibiting hedging/offset transactions; policy is titled Anti-Hedging/Pledging .
- Pledging: No pledging of company stock is disclosed for Nicholas; policy framework discourages such practices .
- Section 16 compliance: For FY2024, one late Form 4 was noted (Cindy L. Cake; sale of 416 shares); no late filings identified for Nicholas .
Insider Trades & Section 16 Compliance
| Item | FY2023 | FY2024 |
|---|---|---|
| Delinquent Section 16 filings (Group) | None reported | One late Form 4 (Cindy L. Cake, 10/7/2024 for 8/22/2024 sale of 416 shares) |
| Delinquent filings – Susan Y. Nicholas | None disclosed | None disclosed |
Compensation Committee Analysis (Context)
- Compensation Committee (independent directors) evaluated CEO and broader compensation; reviewed data prepared by a compensation consultant in 2024; committee met 5 times in 2024 .
- No chair fees; director pay decisions overseen by Compensation Committee; executive officers not present for their compensation discussions .
Say-on-Pay & Shareholder Feedback (Context)
| Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| 2025 Advisory Vote on Executive Compensation | 3,764,811 | 194,173 | 144,968 | 477,936 |
| 2025 Frequency of Say-on-Pay | Three Years: 3,330,001; Two Years: 26,111; One Year: 551,903; Abstain: 195,937; Broker Non-Votes: 477,936 |
Governance Assessment
- Board effectiveness: Nicholas brings deep legal expertise in trusts/estates, aligned with her role on the Trust Operations Committee that supervises Wealth Solutions trust accounts—valuable for fiduciary oversight in a community bank context .
- Independence and attendance: Classified independent; met Board’s attendance thresholds; engaged as a member of two governance-critical committees with regular meeting cadence (5 Nom/Gov and 4 Trust Ops in 2024) .
- Alignment: Holds 16,391 shares, with anti-hedging/pledging policy in place; director compensation is modest and cash-based, with optional share purchases at market via the Directors’ Stock Plan—supportive of alignment without excessive risk-taking .
- Conflicts and related-party exposure: The bank discloses director/executive banking relationships (deposits, trust relationships, loans) on ordinary terms; Board reviews such transactions outside the interested party’s presence and deemed them non-impairing to independence—no Nicholas-specific related-party transactions flagged .
- RED FLAGS: None identified for Nicholas in disclosures—no low attendance, no pay anomalies, no pledging/hedging, and no delinquent Section 16 filings noted for her. Monitor ongoing related-party lending oversight and committee effectiveness, but the current disclosures support investor confidence .