Daniel J. Fisher
About Daniel J. Fisher
Daniel J. Fisher, age 68, is an independent director of Franklin Financial Services Corporation (FRAF) and has served on the board since 2010. He holds a B.A. in Business Administration from Muhlenberg College (1978) and an M.S. in Management Science from Lehigh University (1986). Fisher retired as President & CEO of D.L. Martin Company on June 30, 2017, and remains active on its board as an operations consultant; he also serves on the Board of Managers of Alliance Elevator Systems (Greencastle, PA) and holds a minority position and board seat at Structural Elements (Hagerstown, MD). The board values his manufacturing background and experience.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| D.L. Martin Company | President & CEO (retired); currently Board member and Operations Consultant | Retired June 30, 2017; ongoing advisory/board role | Manufacturing/operations expertise valued by FRAF’s board |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Alliance Elevator Systems (Greencastle, PA) | Board of Managers | Not disclosed | External governance/industry perspective |
| Structural Elements (Hagerstown, MD) | Minority owner; Board member | Not disclosed | Private company; no public company interlocks disclosed in proxy |
Board Governance
- Independence: The board determined all directors except the CEO (Timothy G. Henry) and President (Craig W. Best) are independent; Fisher is independent.
- Committee assignments: Chair, Nominating & Corporate Governance; member, Audit; Compensation & Personnel; Executive; Strategic.
- Meeting cadence/attendance: In 2024 the boards (FRAF and F&M Trust) met 60 times (22 board; 38 committee). All directors attended at least 75% of aggregate meetings and the 2024 annual meeting.
- Committee activity (2024): Audit met 4 times; Nominating & Corporate Governance met 3 times; Compensation & Personnel met 6 times.
- Executive sessions and self-evaluation: Independent directors meet in executive session at least quarterly; the board conducts an annual self-assessment led by the Nominating & Corporate Governance Committee.
- Board leadership: Independent Chairman of the Board (G. Warren Elliott).
- Compensation committee interlocks: None in 2024.
- Director retirement policy: Mandatory retirement at 76; guidelines avoid nominating directors aged 75+ at time of election.
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Board Chair Annual Retainer | $52,500 |
| Vice Chair Annual Retainer | $13,125 |
| Annual Board Retainer – Franklin Financial | $19,000 |
| Annual Board Retainer – F&M Trust | $23,000 |
| Audit Committee Chair Retainer | $10,000 |
| Other Committee Chair Retainer | $5,000 |
| Franklin Financial Meeting Fee | $10,000 |
| Committee Meeting Fee (FRAF or F&M Trust) | $750 |
| Director | Fees Earned or Paid in Cash | Stock Awards | Total |
|---|---|---|---|
| Daniel J. Fisher | $68,000 | $13,060 | $81,060 |
- Deferrals: F&M Trust director fees are eligible for deferral; in 2024, Director Brown deferred $23,000 and was the only director to do so (no deferral disclosed for Fisher).
Performance Compensation
- Director equity structure (awarded in 2024 for 2023 performance) ties to two metrics with weightings and calibrated goals; shares vest in one year.
| Performance Criteria | Weight | Threshold | Target | Outstanding |
|---|---|---|---|---|
| Net Income vs Budget | 40% | 95%–99% of budget | 100%–110% of budget | >110% of budget |
| ROE vs Peer Median | 60% | 95%–99% of peer median | 100%–110% of peer median | >110% of peer median |
- Outcome and awards: Based on 2023 results, the company achieved “Outstanding” on both metrics; total of 4,900 restricted shares awarded across the board in 2024; per-director shares by role were as follows (fully vest in one year). As a committee chair, Fisher was eligible for the “Committee Chairs” tier.
| Role | Shares Awarded per Director | |---|---:| | Board Chair | 1,000 | | Committee Chairs | 3,000 | | Directors | 900 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed in FRAF’s 2025 proxy for Fisher. |
| Compensation committee interlocks | None for FRAF in 2024. |
Expertise & Qualifications
- Education: B.A., Business Administration (Muhlenberg College, 1978); M.S., Management Science (Lehigh University, 1986).
- Professional background: Manufacturing and operations leader (retired CEO of D.L. Martin; ongoing board/consulting roles).
- Board skills: Governance chair; audit committee member (financial oversight exposure); strategic and executive committee participation.
Equity Ownership
| Holder | Beneficially Owned | Restricted Stock (Unvested) | Stock Options | Total | % of Outstanding |
|---|---|---|---|---|---|
| Daniel J. Fisher (as of 12/31/2024) | 27,785 | 500 | – | 28,285 | <1% (proxy footnote) |
- Anti-hedging/pledging: The board has not adopted a hedging policy; the proxy does not state a pledging prohibition.
Insider Filings/Trades
| Year | Disclosure |
|---|---|
| 2024 | All Section 16 filings timely except for one late Form 4 each for Director Kerlin (estate transfer) and COO Carroll (ESPP purchase); no late filing disclosed for Fisher. |
| 2023 | One late Form 4 for Fisher related to receiving a portion of board retainer in stock in lieu of cash. |
Governance Assessment
-
Positives
- Independent director since 2010; chairs Nominating & Corporate Governance and serves on Audit, Compensation, Executive, and Strategic committees—broad governance, risk, and oversight exposure.
- Board independence and leadership: independent chair; Fisher is independent under Nasdaq rules.
- Engagement/attendance: board and committees met frequently in 2024; all directors met minimum attendance expectations and attended the 2024 annual meeting.
- Annual self-evaluation and regular executive sessions of independent directors enhance board effectiveness; Fisher’s committee chair role directly oversees this process.
- Director equity is performance-linked (net income vs budget and ROE vs peer) with one-year vesting, aligning board incentives with profitability and capital efficiency.
-
Watch items / Red flags
- The board has not adopted a hedging policy for directors/officers/employees, which some investors view as a misalignment risk (no explicit pledging prohibition disclosed).
- Related-party banking transactions are permitted in the ordinary course, reviewed per policy; no Fisher-specific exceptions disclosed.
- Historical compliance note: Fisher had one late Form 4 in 2023 related to stock retainer election (no 2024 late filings).
-
Shareholder sentiment signal
- Say-on-Pay was approved by a majority of votes cast at the 2024 annual meeting; the 2025 meeting includes a new advisory vote.
-
Compensation committee process signal
- Compensation & Personnel Committee (on which Fisher serves) met six times in 2024 and can engage independent advisors; in 2024 it retained PRJ Consulting ($53k) for compensation review—indicating structured process and advisor oversight.
Overall, Fisher brings deep manufacturing/operations expertise and sustained governance leadership as Nominating & Corporate Governance chair, with solid attendance and broad committee exposure. The principal governance caution is the absence of a hedging policy; otherwise, director pay includes a clear performance linkage and standard cash/equity mix, and no specific related-party or attendance concerns are disclosed.