William J. Joyce, Sr.
About William J. Joyce, Sr.
Independent director at Fidelity D & D Bancorp, Inc. (FDBC) since 2020; age 65. Former Principal of Joyce Insurance Group (Pittston, PA) with expertise in risk assessment, management, and financial statement analysis. Education: Associate degree in Hotel and Restaurant Management (Culinary Institute of America); Property & Casualty Insurance License (PA). Serves on FDBC’s Audit Committee; classified as independent by Nasdaq standards, with Board consideration of an ownership interest in a branch lease and determination that independence is unimpaired .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Joyce Insurance Group (Pittston, PA) | Former Principal | Not disclosed | Risk assessment/management and financial statement analysis expertise cited in FDBC bio |
External Roles
| Organization | Role | Relationship to FDBC | Notes |
|---|---|---|---|
| Kennedy Water JJWR Inc. | Part owner | Related-party landlord | Entity (co-owned by Joyce and brothers) received bank lease payments for a property the Bank leases; Board deemed transactions at customary terms . |
Board Governance
| Committee | Role | Chair? | Meetings in 2024 |
|---|---|---|---|
| Audit (Company/Bank) | Member | No | 5 |
| Building (Bank) | Member | No | 1 |
| Credit Administration (Bank) | Member | No | 4 |
| Governance (Bank) | Member | No | 4 |
| Human Resources (Bank) | Member | No | 2 |
| Loan Application (Bank) | Member | No | 22 |
| Trust/Investment (Bank) | Member | No | 4 |
- Independence: Independent under Nasdaq standards; Board considered his ownership interest in a branch lease and found no impairment .
- Attendance: All directors attended ≥90% of Board/committee meetings; Board met 13 times in 2024; eight of nine directors attended the 2024 annual meeting .
- Audit oversight: Audit Committee charter reviewed in Feb 2025; meets privately with auditors and CFO; outsources regulatory and IT audits; selected Wolf & Company, P.C. as auditor .
Fixed Compensation
| Year | Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 (paid Q1 2025) | 73,000 | 58,700 | 131,700 | Cash includes a $38,000 director bonus above regular fees; regular non-employee director fee is $8,750 per quarter; additional chair/member fees apply only to certain roles (Joyce is not a chair) . |
- Director fee structure: Bank paid $8,750 per quarter to each non-employee director; additional quarterly amounts to Board Chair (+$3,750), Audit Chair (+$2,500), Executive Committee members (+$2,500) .
Performance Compensation
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting | Shares Not Vested (#) |
|---|---|---|---|---|
| Feb 2024 | 1,250 | 58,700 | 33 1/3% per year; completes Feb 2027 | 3,184 (director table) |
- Additional unvested count (beneficial ownership table as of Feb 28, 2025): 3,401 unvested shares for Joyce (timing differences vs. grant table) .
- Plan source: 2022 Omnibus Stock Incentive Plan; time-vested restricted stock for directors (not performance-based metrics) .
Other Directorships & Interlocks
- Public company boards: None disclosed in FDBC proxy biographies for Joyce .
- Non-profit/academic/private boards: Not disclosed for Joyce in proxy .
Expertise & Qualifications
- Risk management and financial statement analysis competency (insurance principal background) .
- Audit oversight experience as an Audit Committee member .
- Property & Casualty Insurance License (PA); Associate degree from Culinary Institute of America .
Equity Ownership
| As of Date | Total Beneficial Ownership (shares) | % of Outstanding | Sole | Joint | Unvested |
|---|---|---|---|---|---|
| Feb 28, 2025 | 16,436 | <1%* | 7,055 | 5,980 | 3,401 |
- Shares outstanding: 5,841,562 (Mar 12, 2025) .
- Notes: Company has not adopted a hedging policy for directors, officers, employees; employees who own shares outright are permitted to hedge or pledge subject to insider trading policy and blackout timing .
Insider Trades
| Date | Type | Shares | Notes |
|---|---|---|---|
| Feb 20, 2024 | Restricted stock grant | 1,250 | Form 4s for this grant were filed late for multiple insiders including Joyce . |
Governance Assessment
-
Strengths
- Independent director with Audit Committee membership and risk/financial analysis background; Audit Committee active (5 meetings), private sessions with auditors/CFO, and robust outsourced audits .
- Attendance strong (≥90%); engaged across several bank committees (Credit, Loan Application, Trust/Investment, Governance, HR, Building) indicating broad operational exposure .
- Director compensation mix includes equity (restricted stock) aligning interests via multi-year vesting .
-
Watch items / RED FLAGS
- Related-party exposure: Joyce has an ownership interest in an entity (Kennedy Water JJWR Inc.) tied to a bank branch lease; while Board deemed terms customary, such leases warrant ongoing scrutiny for fair dealing and re-approval processes .
- Anti-hedging gap: Board has not adopted a hedging policy for directors/officers/employees; insiders may hedge/pledge (subject to policy timing), which could weaken alignment if used aggressively .
- Section 16 timing: Late Form 4 filings for the Feb 20, 2024 restricted stock grant (including Joyce) suggest process control improvements may be needed in equity award reporting .
-
Implications for investor confidence
- Audit Committee service and multi-committee engagement support board effectiveness; however, the branch lease interest introduces potential conflict optics—investors may seek disclosure of pricing benchmarks and periodic independent review to ensure arm’s-length terms .
- Absence of an anti-hedging policy is shareholder-unfriendly relative to best practices; formal adoption could strengthen alignment and governance signaling .