John T. Cognetti
About John T. Cognetti
Independent director and Board Secretary of Fidelity D & D Bancorp, Inc. (FDBC). Age 75; director of the Company since 1999 and of the Bank since 1988. Former President of Hinerfeld Commercial Real Estate in Scranton, PA, with 46 years of brokerage experience; brings real estate market insight and guidance on bank-owned property issues and commercial trends. Education not disclosed in the proxy. Independence affirmed under Nasdaq standards; “Other transactions/relationships: None” for independence determination .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hinerfeld Commercial Real Estate | President | 46 years experience (real estate brokerage) | Insight on regional/national commercial real estate markets; guidance on bank-owned real estate; personnel/marketing/management perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in the proxy |
Board Governance
| Attribute | Details |
|---|---|
| Board class/tenure | Current Class A director (term to 2027); Company director since 1999; Bank director since 1988 |
| Board officer | Secretary of the Company (signatory on 2025 Notice of Meeting) |
| Independence | Independent under Nasdaq standards; no other transactions/relationships noted for independence assessment |
| Committees (Company/Bank) | Governance Committee (Company; starred), Nominating (all independents; starred), Building (Bank), Human Resources (Bank), Loan (Bank), Trust/Investment (Bank) |
| Committee meeting cadence (2024) | Building: 1; Governance*: 4; Human Resources: 2; Loan: 22; Nominating*: 0; Trust/Investment: 4 |
| Attendance | All directors attended ≥90% of Board and committee meetings; Board met 13 times; eight of nine directors attended 2024 annual meeting; all anticipate attending 2025 |
| Lead Independent Director | Not disclosed |
| Governance documents | Corporate Governance Guidelines and committee charters available online |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees earned or paid in cash (2024) | $73,000 | Includes $38,000 bonus paid Q1 2025 over regular director fees |
| Equity awards (grant-date fair value, 2024) | $58,700 | 1,250 restricted shares granted Feb 2024 at $46.96 per share; vests 33 1/3% per year through Feb 2027 |
| Bank director quarterly fee | $8,750 per quarter | Paid to each non-employee Bank director for services (separate from company Board) |
| Additional chair fees | Not applicable to Cognetti | Chairman of Board and Audit Chair receive additional quarterly fees; Cognetti not listed as chair |
Performance Compensation
| Plan/Metric | Design | Notes |
|---|---|---|
| Director equity (2024) | Time-vested RSUs | 1,250 shares; vests 33 1/3% annually; no performance metrics tied to director grant |
| Executive Annual Incentive Plan (AIP) metrics (for oversight context) | EPS; deposit growth; average KPI score; Board discretion | Awards determined against threshold/target/maximum measures; informs board’s comp oversight framework |
| Executive Long-Term Incentive Plan (LTIP) metrics (2024 awards granted Feb 2025) | Core Net Income/Shareholders’ Equity; Core EPS; Board discretion | Restricted stock with three-year vesting; clawback provision on restatement/misconduct within 36 months |
Other Directorships & Interlocks
| Company | Role | Committee positions | Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company interlocks disclosed |
Expertise & Qualifications
- Real estate market acumen (regional/national), valuation, and bank-owned property guidance; personnel, marketing, and management experience from leading a commercial brokerage .
- Independent governance contributor; participates in Governance Committee (policy/charters/board evaluations) and Nominating functions (candidate criteria/selection oversight) .
Equity Ownership
| Holder | Total Beneficial Ownership | % of Shares Outstanding | Vested vs Unvested | Notes |
|---|---|---|---|---|
| John T. Cognetti | 29,333 shares | <1% | Includes 3,401 unvested restricted shares | 21,607 solely owned; 4,325 spouse; 3,401 unvested; as of Feb 28, 2025; outstanding shares ~5,841,562 (plus exercisable SSARs pooled for % calc) |
| Unvested shares (YE 2024 disclosure) | 3,184 shares | — | Unvested at 12/31/2024 | Reflects outstanding director grants at year-end |
| Pledged/Hedged | Not disclosed | — | — | Board has not adopted a hedging policy; Insider Trading Policy governs trading; anti-pledging not specified |
Governance Assessment
- Strengths:
- Independence affirmed; no specific related transactions cited; participates in Governance and Nominating functions, supporting board effectiveness and policy oversight .
- Strong engagement: ≥90% attendance; heavy involvement at the Bank committee level (Loan Committee met 22 times in 2024) indicates substantive oversight bandwidth .
- Ownership alignment via recurring restricted stock grants to directors; beneficial ownership disclosed and includes unvested equity .
- Risks/RED FLAGS:
- No board-level anti-hedging policy adopted; insider hedging/pledging permitted subject to insider trading windows—misalignment risk if hedging occurs (not flagged as occurring for Cognetti, but policy absence is a governance gap) .
- Section 16(a) delinquency: Form 4s reporting Feb 20, 2024 restricted share grants were filed late for all directors including Cognetti—process/control timeliness concern .
- Related-party lending to directors/officers group is material ($9.17mm outstanding as of Feb 28, 2025; $10.66mm peak in 2024), though board asserts market terms; ongoing monitoring required for credit/independence optics (Cognetti not individually identified) .
- Compensation mix observations:
- Director compensation balanced between cash fees ($73k, including $38k bonus) and equity ($58.7k grant); aligns incentives but bonus mechanics for directors merit scrutiny on performance linkage/discretion .
- Process quality:
- Governance Committee responsibilities include annual board/committee evaluations, charter reviews, and independence assessments—positive governance hygiene indicators .
Insider Trades (Process Note)
| Date/Event | Filing Status | Notes |
|---|---|---|
| Restricted stock grants (Feb 20, 2024) | Form 4s filed late | Late Section 16(a) Form 4s for grants to all directors including Cognetti; based on company review of filings |
Director Compensation Details (2024)
| Metric | Value |
|---|---|
| Fees earned/paid in cash | $73,000 (includes $38,000 bonus over regular fees) |
| Stock awards (RSUs) | $58,700 grant-date fair value for 1,250 shares; vests 33 1/3% per year through Feb 2027 |
| Shares not vested (YE 2024) | 3,184 director shares |
| Bank quarterly director fee | $8,750 per quarter to each non-employee Bank director |
Committee Assignments Snapshot
| Committee | Role | 2024 Meetings |
|---|---|---|
| Governance* (Company & Bank) | Member | 4 |
| Nominating* (all independent directors) | Participant | 0 (function performed by all independents) |
| Loan (Bank) | Member | 22 |
| Human Resources (Bank) | Member | 2 |
| Trust/Investment (Bank) | Member | 4 |
| Building (Bank) | Member | 1 |
*Committee jointly serves both the Company and Bank .
Potential Conflicts & Related-Party Exposure
- Independence determination explicitly reviewed loans/transactions; Cognetti listed as independent with “None” for other transactions/relationships .
- Aggregate related loans to directors/officers/families/5% businesses: $9,171,944 as of Feb 28, 2025; company asserts market terms and normal risk levels; approval policies comparable to non-related parties .
- No material related-party transactions disclosed involving Cognetti (beyond ordinary-course banking where applicable) .
Say-on-Pay & Shareholder Feedback (Context)
- Non-binding Say-on-Pay on executive compensation included for 2025; triennial frequency vote recommended by Board (every three years) .
Notes on Policies
- Insider Trading Policy maintained; Board reports compliance oversight .
- No board-level hedging policy; Employee hedging/pledging permitted subject to policy windows—explicit governance gap relative to alignment best practices .
- Code of Ethics applicable to directors/officers/employees; available online and filed with SEC .
Citations: All data points and table cells sourced from Fidelity D & D Bancorp, Inc. DEF 14A (Proxy Statement) filed March 26, 2025: **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:1]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:5]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:7]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:8]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:10]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:14]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:15]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:16]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:28]** **[1098151_0001437749-25-009265_fdbc20250318_def14a.htm:29]**.