G. Warren Elliott
About G. Warren Elliott
Independent Chairman of the Board of Franklin Financial Services Corporation (FRAF); age 70; director since 1991; Vice Chair (2010–2011); Board Chair since 2012 . He holds a B.A. and M.S. in Public Administration from Shippensburg University (honors), is a Distinguished Alumnus of Shippensburg and Penn State Mont Alto, and received an honorary Doctorate in Public Service in 2014 . Background includes municipal consulting and real estate investment (President of Cardinal Crossings, Inc. and CCI Properties, LLC) and long service as Franklin County Commissioner (Chair, 1996–2007) and adjunct faculty (1991–1995) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin County, Pennsylvania | Commissioner; Chair of the Board of Commissioners | Commissioner for many years; Chair 1996–2007 | Regional government leadership; policy and fiscal oversight |
| Shippensburg University | Adjunct Faculty (State & Local Government) | 1991–1995 | Academic instruction; public administration expertise |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| Cardinal Crossings, Inc. | President | Municipal government consulting firm |
| CCI Properties, LLC | President | Real estate investment firm |
| Chesapeake Bay Commission | Member | Regional policy body |
| Historic Letterkenny Chapel & 9/11 Memorial Park | President, Board | Civic leadership |
Board Governance
- Independence: The Board determined Elliott is independent under Nasdaq rules (only the CEO and President are non-independent) .
- Leadership: Independent Chair structure; Elliott is Board Chair .
- Committees (current):
- Chair: Compensation & Personnel; Executive
- Member: Asset-Liability, Audit, Nominating & Corporate Governance, Strategic, Enterprise Risk; also serves on F&M Trust Executive and Enterprise Risk committees
- Attendance: In 2024 the Corporation and Bank boards held 60 meetings (22 board; 38 committee); all directors attended at least 75% and attended the 2024 annual meeting .
- Executive sessions: Independent directors meet in executive session at least quarterly per Corporate Governance Guidelines .
- Interlocks: No compensation committee interlocks or insider participation in 2024 .
Fixed Compensation
Director fee schedule and Elliott’s cash retainers/fees (Board Chair).
| Component | 2023 Amount | 2024 Amount | Notes |
|---|---|---|---|
| Board Chair Annual Retainer | $50,000 | $52,500 | Increased YoY |
| Annual Board Retainer – Franklin Financial | $18,000 | $19,000 | Increased YoY |
| Annual Board Retainer – F&M Trust | $22,000 | $23,000 | Increased YoY |
| Audit Committee Chair Retainer | $9,000 | $10,000 | Not applicable to Elliott, benchmark shown |
| Committee Chair Retainer | $4,500 | $5,000 | Elliott chairs Compensation & Personnel |
| Meeting Fees (Franklin Financial) | $1,000 per meeting | $10,000 (structure updated) | Fee framework revised |
Elliott’s cash compensation:
- 2023: $119,500 in cash; total $139,000 .
- 2024: $122,500 in cash; total $148,620 .
Performance Compensation
Directors receive annual restricted stock under the 2019 Omnibus Plan based on corporate performance (Net Income vs. Budget and ROE vs. peer). Awards for 2024 (based on 2023 results) fully vest in one year .
| Performance Metric | 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 |
Award calibration and 2024 outcome:
- For 2023 results, both metrics achieved Outstanding; Board approved 4,900 restricted shares for directors in aggregate, with per-role grants; Board Chair received 1,000 shares (aligns with Elliott’s 2024 stock award value) .
Director equity awarded to Elliott:
| Year | Stock Award (Grant-Date Expense) | Share Basis/Notes |
|---|---|---|
| 2023 (based on 2022 results) | $19,500 | Board Chair level (600 shares illustrative per plan table) |
| 2024 (based on 2023 results) | $26,120 | Board Chair 1,000 shares; 1-year vest |
Compensation committee process:
- Independent Committee chaired by Elliott; engaged PRJ Consulting in 2024 for director and executive compensation, paying $53k .
- Clawback policy for erroneously awarded incentive-based pay in place (exec plans; demonstrates broader pay governance) .
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Interlocks/Conflicts |
|---|---|---|---|
| Franklin Financial Services Corp. | Yes (Nasdaq: FRAF) | Independent Chair; Committee Chair (Compensation & Personnel); Exec Committee Chair | No comp committee interlocks in 2024 |
| F&M Trust (subsidiary) | Private (bank subsidiary) | Committee roles (Executive; Enterprise Risk) | N/A |
| External (see External Roles) | No | Various civic/policy roles | None disclosed |
Expertise & Qualifications
- Public administration, local government leadership, governance acumen; entrepreneurial and real estate experience via Cardinal Crossings and CCI Properties .
- Committee leadership across compensation, strategy, audit exposure, and risk oversight .
Equity Ownership
| Holder | Beneficially Owned | Restricted Stock (Unvested) | Options | Total | % of Shares Outstanding |
|---|---|---|---|---|---|
| G. Warren Elliott | 14,560 | 1,000 | – | 15,560 | ~0.35% (15,560 / 4,440,442) using 4,440,442 o/s as of 3/10/2025 |
Additional alignment and policies:
- No pledging or hedging restrictions are disclosed; the Board has not adopted a hedging policy for directors/officers/employees .
- Anti-hedging gap is a minor governance negative; however, insider trading and conflicts policies are in place and posted .
Governance Assessment
-
Strengths:
- Independent Chair with long institutional knowledge and broad committee engagement (Compensation & Personnel Chair; Executive Chair; member of Audit, Nominating & Corporate Governance, ALCO, Enterprise Risk, Strategic) supporting board effectiveness and oversight .
- Director equity is performance-conditioned on Net Income vs Budget and ROE vs peer, with clear calibration; 2024 grants tied to “Outstanding” results demonstrate pay-for-performance for board equity .
- Robust attendance (≥75%) and regular independent executive sessions; governance artifacts (charters, codes) are maintained .
- No compensation committee interlocks; independent consultant engaged with disclosed fees .
-
Watch items / potential red flags:
- Anti-hedging policy not adopted; while not a violation, many peers restrict hedging/pledging to reinforce alignment .
- Ordinary-course lending to directors/affiliates exists (typical for community banks) but is reviewed under related-party policy; no problem loans reported .
- Tenure/age considerations: Elliott is 70; mandatory retirement policy precludes nomination at ≥75 (remaining potential service window ~5 years) .
-
Compensation mix and trend:
- Elliott’s director pay mix in 2024: ~$122.5k cash (≈82%) and ~$26.1k equity (≈18%), with equity quantum up YoY due to “Outstanding” results (1,000-share chair grant) versus 2023 .
- Fee schedule increased YoY for chair and retainers (signals modest uplift; not excessive) .
-
Shareholder oversight signals:
- Say-on-pay received majority support at the 2024 meeting; Compensation Committee (chaired by Elliott) maintained approach with no material changes for 2024 .
Director Compensation (Elliott) – YoY Detail
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $119,500 | $122,500 |
| Stock Awards (FASB ASC 718 expense) | $19,500 | $26,120 |
| Total | $139,000 | $148,620 |
Board Equity Award Framework (Directors)
| Performance Criteria | Weight | Threshold | Target | Outstanding |
|---|---|---|---|---|
| Net Income vs Budget | 40% | 95%–99% of budget | 100%–110% | >110% |
| ROE vs Peer Median | 60% | 95%–99% of peer median | 100%–110% | >110% |
2024 awards (for 2023 results): Both metrics achieved Outstanding; Board Chair grant equated to ~1,000 shares (Elliott), vesting in one year .
Related-Party/Conflicts Safeguards
- Related-party credit: Directors and affiliates engage in ordinary-course lending with F&M Trust; terms at market, no unfavorable features or problem loans reported .
- Transactions policy: Audit Committee (or full Board for loans) reviews and approves related-party transactions; full disclosure and disinterested director approval required .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay: Approved by a majority of votes cast; no material changes to compensation policies for 2024 .
Summary Implications for Investors
- Board leadership and independence are strong with a performance-linked director equity program; Elliott’s roles centralize oversight of compensation, risk, and strategy .
- Minor governance gap on hedging restrictions; monitor for future policy enhancements and continued robust related-party oversight in a community bank context .
- Pay-for-performance alignment for directors and executives, independent advisory support, and solid attendance underpin governance quality .