Gregory A. Duffey
About Gregory A. Duffey
Gregory A. Duffey, age 66, is an independent director of Franklin Financial Services Corporation (FRAF) who joined the Board in 2015. He recently retired after 44 years in the property/casualty insurance industry; he attended Shippensburg University and spent 31 years as owner/partner of CFPM Insurance before serving most recently as a Senior Account Executive at Blue Ridge Risk Partners . He currently chairs the Board’s Strategic Committee and serves on the Asset-Liability, Executive, Nominating & Corporate Governance, and Trust committees .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| CFPM Insurance (Waynesboro) | Owner/Partner | 31 years | Business leadership in local markets |
| Blue Ridge Risk Partners | Senior Account Executive | Most recent role (post-CFPM) | Commercial insurance expertise |
| Property/Casualty Insurance (industry-wide) | Insurance executive/producer | 44 years | Deep P&C operating experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Various non-profit community development organizations (Franklin County) | Board member/leadership roles | Not disclosed | Served in leadership positions; active community engagement |
Board Governance
- Independence: The Board determined all directors except the CEO and President are independent under Nasdaq rules; Duffey is independent .
- Committee assignments: Strategic (Chair), Asset-Liability, Executive, Nominating & Corporate Governance, Trust . The committee matrix confirms his chair role for Strategic and membership across these committees .
- Attendance/engagement: In 2024 the Corporation and Bank boards met 60 times (22 board, 38 committee), all directors attended at least 75% of meetings and the annual meeting of shareholders .
- Executive sessions: Independent directors meet at least quarterly in executive session under Corporate Governance Guidelines .
- Election status: Nominee for Class B director for a three-year term at the April 29, 2025 annual meeting .
Fixed Compensation
- Board-level fee framework (2024): Annual retainers (Franklin Financial $19,000; F&M Trust $23,000), Board Chair $52,500, Vice Chair $13,125; Committee Chair $5,000 (Audit Chair $10,000); Committee meeting fees $750; a “Franklin Financial Meeting fee” of $10,000 (structure table as disclosed) .
- Director deferred comp plan available at F&M Trust (voluntary); only Director Brown deferred fees in 2024 .
| Component | Amount/Detail |
|---|---|
| Annual Board Retainer – Franklin Financial | $19,000 |
| Annual Board Retainer – F&M Trust | $23,000 |
| Committee Chair Annual Retainer (non-Audit) | $5,000 |
| Audit Committee Chair Annual Retainer | $10,000 |
| Committee Meeting Fee (FF or F&M Trust) | $750 per meeting |
| Franklin Financial Meeting fee | $10,000 |
| Duffey 2024 Cash Fees (Fees Earned or Paid in Cash) | $71,250 |
Performance Compensation
- Equity awards for directors are granted under the 2019 Omnibus Stock Incentive Plan, based on two performance criteria from the prior year: (1) Net Income vs. Budget (40% weight), and (2) ROE vs. peer median (60% weight), each with Threshold/Target/Outstanding goals . Based on 2023 results, both criteria achieved Outstanding; 4,900 restricted shares were awarded to the Board in 2024, vesting fully in one year (individual award sizing varies by role) .
- Duffey’s 2024 stock award grant-date fair value recognized for accounting was $13,060 .
| Metric | Weight | Threshold Goal | Target Goal | Outstanding Goal |
|---|---|---|---|---|
| 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 |
Other Directorships & Interlocks
- Other public company boards: No other public company directorships are disclosed in Duffey’s proxy biography .
- Compensation Committee interlocks: None during 2024 (no interlocks or insider participation) .
Expertise & Qualifications
- 44 years of property/casualty insurance operating experience, including small-business ownership and commercial account leadership .
- Community leadership across multiple non-profit development organizations in Franklin County .
- Board leadership: Chair of Strategic Committee; service on Asset-Liability, Executive, Nominating & Corporate Governance, and Trust committees .
- Education: Attended Shippensburg University .
Equity Ownership
| Holder | Beneficially Owned Shares | Unvested Restricted Stock | Stock Options | Total Reported |
|---|---|---|---|---|
| Gregory A. Duffey | 20,282 | 500 | 0 | 20,782 |
- Footnotes indicate, unless otherwise stated, individual ownership is less than 1% of shares outstanding .
- Anti-hedging/pledging: The Board states it has not adopted a hedging policy for directors, officers, and employees; the company maintains an Insider Trading Policy .
Governance Assessment
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Strengths and investor-alignment signals
- Independence and active engagement: Duffey is independent and holds a chair role (Strategic), suggesting meaningful influence over strategic oversight .
- Attendance: All directors met the 75%+ attendance threshold and attended the 2024 annual meeting, indicating engaged governance; Board and committee workload was significant (60 total meetings in 2024) .
- Ownership: Personal beneficial ownership plus ongoing equity grants (restricted stock) support alignment with shareholders .
- Processes: Independent directors meet in executive sessions at least quarterly, and related-party transactions are subject to audit review and disinterested director approval; loans to insiders were on market terms with no adverse credit indicators .
-
Watch items and potential red flags
- Hedging policy gap: The Board has not adopted a hedging policy; absence of an anti-hedging prohibition can be viewed negatively by some investors (alignment risk) .
- Director pay mix: 2024 director compensation is primarily cash with a modest stock component (Duffey: $71,250 cash; $13,060 stock), which may temper equity alignment versus peers with higher equity proportions .
- Related-party lending oversight relies on policy/process; while current disclosures note market terms and no problems, ongoing monitoring remains prudent for community-bank boards with broad local business ties .
-
Broader governance context
- Compensation governance appears structured with third-party input (PRJ Consulting engaged in 2024) and no compensation committee interlocks .
- Say-on-Pay for executives received majority approval at the 2024 annual meeting, indicating general shareholder support for compensation practices (contextual to board credibility) .
Overall: Duffey brings long-tenured small-business and insurance expertise, chairs the Strategic Committee, and is broadly engaged across key committees. Ownership and annual equity grants support alignment, though the lack of a formal anti-hedging policy and a cash-heavy director pay mix are watch items. No Duffey-specific related-party or attendance concerns are disclosed .