Paul C. Woelkers
About Paul C. Woelkers
Independent director at Fidelity D & D Bancorp, Inc. (FDBC); age 65; on the Company and Bank boards since July 2021 (Class C, renominated to serve through 2028). Founder of Lackawanna Mobile X-Ray; sold the company in 2010 and later reacquired 170 former clients; currently serves as President. Holds more than 1% of FDBC common stock, with mix of direct, joint, and unvested restricted shares; meets Nasdaq independence standards. Attendance consistent with peers at 90%+ of board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lackawanna Mobile X-Ray | Founder; President | Sold in 2010; currently President | Grew operations across seven states; reacquired 170 former clients post-sale |
| Landmark Bancorp Inc. (former) | Director | Not disclosed | Prior public-company board experience |
External Roles
| Organization | Role | Committee Positions |
|---|---|---|
| Landmark Bancorp Inc. (former) | Director | Not disclosed |
Board Governance
- Independence: Independent under Nasdaq rules; no other transactions/relationships noted in independence review .
- Committees (Company/Bank): Governance Committee Chair; member of Audit*, Executive*, Governance*, Human Resources, Loan Application, Nominating*, and Risk Management committees (asterisk = committee jointly serves Company and Bank) .
- Attendance: Board met 13 times; committees met 50 times; all directors attended at least 90% of their meetings; eight of nine directors attended the 2024 annual meeting .
| Governance Attribute | Detail |
|---|---|
| Board classification | Three classes; Class C includes Woelkers (renominated for term ending 2028) |
| Leadership structure | Separate Chair and CEO roles; Chairman: Brian J. Cali; CEO: Daniel J. Santaniello |
| Executive sessions | Not disclosed |
| Nominating process | All independent directors perform nominating functions; full participation model |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (Bank Board + committee fees) | $73,000 | Includes a $38,000 bonus paid in 1Q25 over regular director/chair/committee fees for 2024 |
| Quarterly director fee (structure) | $8,750/quarter | Paid by Bank to each non‑employee director |
| Additional quarterly fees (structure) | $2,500/quarter for Executive Committee members; $2,500/quarter for Audit Chair; $3,750/quarter for Board Chair | Structure disclosed; specific chair premiums for Governance Committee not disclosed |
The Bank paid an aggregate $1,461,240 to directors for all services in 2024 .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant Date Fair Value | Vesting |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | Feb 2024 | 1,250 | $58,700 | Vests 33 1/3% per year; fully vested by Feb 2027 |
The 2022 Omnibus Stock Incentive Plan authorizes director equity awards (options/SSARs/RS/RSUs/performance awards); plan expires 2032; total reserve 500,000 shares .
Other Directorships & Interlocks
| Company | Sector | Overlap with FDBC stakeholders | Status |
|---|---|---|---|
| Landmark Bancorp Inc. (former) | Banking | None disclosed | Prior role |
- Related-party transactions: None specifically attributed to Woelkers in independence review; Company disclosed ordinary‑course loans to directors/officers/families/5%‑owned companies totaling $9,255,438 outstanding at 12/31/24 (≈5% of Bank shareholders’ equity), made on market terms; largest total indebtedness during 2024 ≈$10,663,318 .
- Disclosed non‑loan related party payments in 2024 involved entities tied to other directors/executives (ETA Inc., Kennedy Water JJWR Inc., Content du Jour LLC); none tied to Woelkers .
Expertise & Qualifications
- Founder/operator with multi‑state healthcare services background (mobile diagnostic services), emphasizing regional growth and client retention .
- Governance leadership: Chair of Governance Committee overseeing guidelines, independence assessments, committee composition/rotation, board evaluations, and director orientation/education .
- Banking board experience at Landmark Bancorp Inc. (former) .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 77,627 shares (1.33% of outstanding) |
| Directly held | 26,439 shares |
| Joint with spouse | 47,787 shares |
| Unvested restricted shares | 3,401 shares |
| Shares outstanding basis | 5,841,562 at 3/12/2025 |
No disclosure of shares pledged as collateral; Board has not adopted a formal anti‑hedging policy, and employees who own shares outright are permitted to hedge or pledge shares subject to the Insider Trading Policy .
Insider Trades
| Event | Date | Detail | Compliance Note |
|---|---|---|---|
| Restricted share grant Form 4 | Feb 20, 2024 | Annual restricted stock grants to directors/executives | Reported as filed late for multiple insiders including Paul C. Woelkers |
Governance Assessment
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Strengths
- Independence affirmed (no noted transactions/relationships) and high meeting attendance; multi‑committee engagement including Audit and Risk Management enhances oversight .
- Governance Committee leadership by Woelkers (Chair) indicates active role in board processes: guidelines, independence reviews, committee composition, and annual evaluations .
- Ownership alignment: 1.33% beneficial stake with mix of direct/joint holdings plus unvested RS; annual director equity grants provide ongoing alignment .
-
Concerns / RED FLAGS
- Anti‑hedging policy not adopted; employees permitted to hedge/pledge under Insider Trading Policy—dilutes alignment and introduces reputational risk for investor confidence if used by insiders (no pledging disclosed for Woelkers) .
- Late Section 16 filing for the Feb 2024 grant (Form 4), indicating a compliance lapse (administrative, but still a control signal) .
- Related‑party loans to insiders/families/5%‑owned companies are sizable; disclosed as market‑terms, but concentration warrants continued monitoring for credit/favoritism risk (no specific Woelkers exposure disclosed) .
-
Director Compensation Mix
- 2024 mix ≈$73k cash (including $38k bonus) and $58.7k equity; equity vests time‑based (no performance conditions), which is typical for director pay but provides limited pay‑for‑performance linkage .
-
Additional Notes
- Nominating conducted by all independent directors, supporting broad engagement but may diffuse accountability relative to a standalone committee; Governance Committee charter covers committee rotation and evaluations—anchored by Woelkers .
- Board‑Chair and CEO roles separated; no Lead Independent Director disclosed—board effectiveness depends on committee leadership and independence majority (which is present) .
Overall: Woelkers appears to be a high‑engagement, independent director with governance leadership responsibilities and meaningful share ownership. Key monitoring areas for investors are Section 16 timeliness, the absence of an anti‑hedging policy, and ongoing oversight of related‑party lending practices—even though none are attributed to him specifically in disclosures .