Christina Calkins-Mazur
About Christina Calkins-Mazur
Christina Calkins-Mazur, age 49, is an independent director of Juniata Valley Financial Corp. (JUVF) since 2023. She holds a Business Management degree from St. Francis University and previously owned and operated Calkins Buick GMC Subaru as Dealer Principal (2009–2019), retiring after selling the business in 2019 . She contributes market and business insights and currently serves on JUVF’s Nominating, Trust, and Loan Committees; the Board has determined she is independent under NASDAQ standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calkins Buick GMC Subaru | Dealer Principal (owner/president) | 2009–2019 | Led operations; exited via sale; retired in 2019 |
| Kish Bank | Regional Advisory Board Member | Prior (dates not specified) | Local banking advisory experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mifflin County Industrial Development Authority | Chair | Current | Economic development leadership |
| Mifflin County Industrial Development Corporation | Board Member | Current | Market development in region |
| United Way | Board Member | Current | Community engagement |
| Rotary International | Member (active since 2001) | Current | Civic leadership |
| Juniata River Valley Chamber | Board Member | Current | Business networking and advocacy |
Board Governance
- Independence: The Board determined Calkins-Mazur and six other directors are independent under NASDAQ standards; Audit and Personnel & Compensation Committees meet heightened independence requirements .
- Committee assignments (JUVF): Nominating, Trust, and Loan Committees; not disclosed as chair at JUVF .
- Attendance: Board met 12 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Nominating Committee details: Members include Buffington (Chair), Calkins-Mazur, Dreibelbis, Scarnati; met 2 times in 2024; posted charter on company website .
- Audit Committee met 6 times (2024); chair Wagner; Sliver and Wagner designated as financial experts .
- Personnel & Compensation Committee met 4 times (2024); chair Kelsey; charter on website .
- Board leadership: Chairman and CEO roles are separated to enhance independence and risk oversight; executive sessions coordinated by the Chairman .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $25,200 | Director retainer and meeting fees |
| Equity – Stock Awards (grant-date fair value, 2024) | $766 | Restricted stock; 3-year cliff vest; dividends and voting rights during vesting |
| All Other Compensation (2024) | $41 | Dividends on restricted stock |
| Total (2024) | $26,007 | Sum of components |
- Director fee structure: Annual fee $20,400 for at least 10 Board meetings; committee meeting fees $300; Committee chair fees $500 for Audit, $400 for other committees; Chairman receives additional $500 per meeting .
Performance Compensation
- JUVF director equity awards are time-based restricted stock (not performance-based), with a 3-year cliff vest and dividends during vesting; individual director share counts are not disclosed in the proxy table beyond grant-date values .
- For governance context on pay-for-performance (executive program overseen by the Personnel & Compensation Committee), the 2024 EAIP metrics and weights were as follows:
| Metric | Weight | Threshold | Target | Optimum/Max | Notes |
|---|---|---|---|---|---|
| EPS | 75% | $1.14 | $1.20 | $1.32 | Threshold 95% of budget; optimum 110% of target; targets based on annual budget |
| ROAE (net of AOCI) | 25% | 7.06% | 7.43% | 8.17% | Applies to CEO and CFO; awards range 12–30% (CEO) and 10–24% (CFO) of base salary; discretionary adjustment ±50% if targets met |
- LTIP (executives): Restricted stock grants in 2024 vested after 3 years; grant dates and fair values disclosed; directors also receive restricted stock with similar vesting structure .
Other Directorships & Interlocks
| Type | Company/Body | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Public company boards | None disclosed | — | None disclosed |
| Private/non-profit | MCIDA (Chair), MCIDC (Board), United Way (Board), Rotary (Member), Juniata River Valley Chamber (Board) | Governance/community roles | Civic roles; no related-party transactions >$120k disclosed |
| Prior advisory | Kish Bank | Regional Advisory Board Member | Prior advisory role at a regional bank; independence assessed by Board considering banking relationships |
Expertise & Qualifications
- Business management education; former owner/operator providing hands-on operating experience and local market knowledge .
- Economic development leadership (MCIDA Chair) and broad civic involvement that supports stakeholder engagement and community relationships .
- Independence affirmed; no disclosed related-party transactions requiring reporting .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Christina Calkins-Mazur | 6,161 | <1% | Includes 1,314 shares held jointly with spouse; restricted shares included in beneficial amounts; total shares outstanding 5,016,727 as of record date |
- Pledging/Hedging: Not disclosed; Insider Trading Policy in place and 2024 filings timely with no delinquencies noted .
Governance Assessment
- Strengths: Independent status; active committee participation (Nominating, Trust, Loan); Board structure separating Chair/CEO; solid attendance; transparent director compensation structure with modest equity component enhancing alignment; Section 16 compliance .
- Alignment: Direct ownership of 6,161 shares and receipt of restricted stock suggest skin-in-the-game, though proportionally small vs total outstanding (<1%) .
- Conflicts/Related-party risks: Company policy prohibits conflicts; no related-party transactions >$120k; ordinary-course loans to directors at market terms; Board considered loan relationships in independence determination; no compensation committee interlocks .
- RED FLAGS: None disclosed regarding attendance shortfalls, hedging/pledging, related-party transactions, or option repricing; say-on-pay previously endorsed (frequency annual) though specific approval percentages not provided .