Kimberly M. Rzomp
About Kimberly M. Rzomp
Independent director at Franklin Financial Services Corporation (FRAF); age 68; joined the board in 2019. Education: B.A. in Economics and Business Administration from Lycoming College (1978) and MBA from Shippensburg University (1987). Former Chief Financial Officer of Summit Health (now WellSpan SummitHealth), where she led finance, audit/compliance, and investment oversight; designated the Board’s “audit committee financial expert” under SOX and SEC rules. Committees: Asset-Liability, Audit, Enterprise Risk, Strategic, and Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Summit Health (WellSpan SummitHealth) | Chief Financial Officer (retired) | Acquisition by WellSpan in 2018; CFO prior to acquisition | Primary corporate officer for Finance, Audit & Compliance, and Investment committees; Voting member of Summit Physician Services Board; Treasurer for all Summit Health boards |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Shook Home | Volunteer Board Member (former) | Community nonprofit engagement |
| United Way of Franklin County | Volunteer Board Member (former) | Community nonprofit engagement |
Board Governance
- Independence: Classified as an independent director under Nasdaq rules; only the CEO and President are non-independent .
- Committees: Asset-Liability, Audit, Enterprise Risk, Strategic, Trust; not listed as a committee chair .
- Audit Committee Financial Expert: Designated by the Board’s Audit Committee as its “audit committee financial expert” (SOX/SEC definition) .
- Attendance: In 2024, the Corporation held 22 board and 38 committee meetings; all directors attended at least 75% of meetings and attended the annual meeting .
- Executive Sessions: Independent directors meet at least quarterly in executive session .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Rzomp) | $69,250 | Aggregate of retainers, committee/meeting fees |
| Stock Awards (Rzomp) | $7,836 | ASC 718 expense for restricted stock grants |
| Total (Rzomp) | $77,086 | Sum of cash and stock award expense |
| 2024 Director Fee Schedule | 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 Annual Retainer | $10,000 |
| Committee Chair Annual Retainer | $5,000 |
| Franklin Financial Meeting Fee | $10,000 |
| Committee Meeting Fee (FF or F&M Trust) | $750 |
Note: Directors may elect to receive a portion of board retainer in stock; F&M Trust director fees are eligible for deferral under its Directors’ Deferred Compensation Plan .
Performance Compensation
| Metric | Weighting | 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 |
| 2024 Director Equity Awards (based on 2023 results) | Shares Awarded | Vesting |
|---|---|---|
| Board Chair | 1,000 per chair | One-year full vest |
| Committee Chairs | 3,000 per chair | One-year full vest |
| Directors (non-chairs, e.g., Rzomp) | 900 per director | One-year full vest |
Awards are granted under the 2019 Omnibus Stock Incentive Plan; directors’ 2024 awards reflect “Outstanding” results on both Net Income and ROE metrics for 2023 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | None disclosed in the proxy for Ms. Rzomp; external roles noted are nonprofit/community boards . |
| Compensation committee interlocks | None in 2024 (no interlocks reported) . |
| Related-party transactions | Director/affiliated loans occurred on market terms; subject to Audit Committee or full Board review per policy; no adverse credit indicators reported; none specifically attributed to Ms. Rzomp . |
Expertise & Qualifications
- Education: B.A., Economics & Business Administration (Lycoming College, 1978); MBA (Shippensburg University, 1987) .
- Technical/Governance: Finance, audit/compliance, investment oversight, risk management; Audit Committee financial expert designation .
- Industry: Healthcare system CFO experience (Summit Health/WellSpan SummitHealth) .
Equity Ownership
| As of 12/31/2024 | Shares | Restricted Stock | Stock Options | Total | Ownership % |
|---|---|---|---|---|---|
| Kimberly M. Rzomp | 6,708 | 300 | 0 | 7,008 | <1% of 4,440,442 shares outstanding |
No pledged shares disclosed for Ms. Rzomp; Board has not adopted a hedging policy; anti-hedging/pledging policy section notes no hedging policy adopted .
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Late Section 16 filings | Company reported two late Form 4s in 2024 (Director Kerlin and COO Carroll); no late filings identified for Ms. Rzomp . |
Governance Assessment
-
Strengths:
- Independent director with deep finance/audit credentials; designated Audit Committee financial expert .
- Broad committee engagement (Asset-Liability, Audit, Enterprise Risk, Strategic, Trust) enhancing cross-functional oversight .
- Solid attendance culture; all directors ≥75% attendance and annual meeting participation; independent director executive sessions held quarterly .
- Director equity awards tied to clear performance metrics (Net Income vs Budget; ROE vs peer group), with annual vesting—supports alignment .
-
Watch items / potential red flags:
- No director stock ownership guidelines disclosed; Ms. Rzomp’s ownership is <1%, which may signal limited “skin in the game” vs larger issuers, though typical for community banks .
- Board has not adopted a hedging policy; policy section references anti-hedging/pledging but indicates no hedging policy adopted—monitor for future policy enhancements .
- Related-party lending is permissible and overseen; ensure continued adherence to market terms and Reg O compliance; no issues noted specific to Ms. Rzomp .
-
Shareholder signals:
- Say-on-Pay received majority approval in 2024; Compensation Committee uses independent consultant (PRJ Consulting; $53k) and maintains independence standards .