Gary Kelsey
About Gary E. Kelsey
Gary E. Kelsey (age 62) is an independent director of Juniata Valley Financial Corp. and The Juniata Valley Bank, serving since 2015; he is Vice Chairman of the Board and chairs the Strategic Planning and Personnel & Compensation Committees while also serving on the Audit and Loan Committees . He is a lifetime resident of Potter County, PA, with 32+ years of public service as Register of Wills and Recorder of Deeds (1988–2020) and is a partner in ABLR Holding Partnership, a commercial real-estate owner; he studied criminal justice at Jamestown Community College and Mansfield University . His tenure includes 1996–2015 as a director at FNBPA Bancorp, Inc. prior to its acquisition by JUVF in 2015, providing deep community-market insight and continuity of board service .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Potter County, Pennsylvania | Register of Wills and Recorder of Deeds | 1988–2020 | 32+ years of elected public service |
| FNBPA Bancorp, Inc. | Director | 1996–2015 | Board experience prior to 2015 acquisition by JUVF |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ABLR Holding Partnership | Partner (commercial real estate) | Current | Owns commercial real estate in northern PA |
Board Governance
- Independence: The Board determined Kelsey is independent under NASDAQ standards; Audit and Personnel & Compensation committees meet heightened SEC/NASDAQ independence tests .
- Roles: Vice Chairman of the Board; Chair of Strategic Planning and Personnel & Compensation; member of Audit and Loan Committees .
- Attendance: The Board met 12 times in 2024; no director attended fewer than 75% of Board and assigned committee meetings; all directors attended the 2024 Annual Meeting . In 2023, the Board met 12 times; no director attended fewer than 75% and all directors attended the Annual Meeting .
- Committee activity: Audit Committee met 6 times in 2024 and 4 times in 2023; Kelsey is a member (Wagner Chair) . Personnel & Compensation Committee met 4 times in 2024 and 3 times in 2023; Kelsey is Chair .
- Board leadership: JUVF separates Chairman and CEO roles to enhance oversight and independence .
| Committee | Role | 2023 Meetings | 2024 Meetings |
|---|---|---|---|
| Audit | Member | 4 | 6 |
| Personnel & Compensation | Chair | 3 | 4 |
| Strategic Planning | Chair | Not disclosed | Not disclosed |
| Loan | Member | Not disclosed | Not disclosed |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 25,900 | 1,853 | 262 | 28,015 |
| 2024 | 27,200 | 1,210 | 280 | 28,690 |
- Structure: Non-employee directors receive an annual fee ($19,200 in 2023; $20,400 in 2024) for 10 regular meetings, plus per-meeting committee fees ($300; $500 if Audit Chair, $400 if other committee chair); Chairman receives an additional $500 per meeting .
- Equity for directors: Restricted stock grants with three-year cliff vesting; recipients receive dividends and have voting rights during vesting .
Performance Compensation
- As Personnel & Compensation Chair, Kelsey oversees executive pay plans and metrics, including EAIP and LTIP design, goal setting, and stock awards approvals; Herbein & Co. is engaged as independent compensation consultant (no conflicts) .
| Plan Year | Metric | Weight | Threshold | Target | Optimum/Max |
|---|---|---|---|---|---|
| 2023 EAIP | EPS | 75% | $1.24 | $1.30 | $1.43 |
| 2023 EAIP | ROAE (net of AOCI) | 25% | 7.75% | 8.16% | 8.98% |
| 2024 EAIP | EPS | 75% | $1.14 | $1.20 | $1.32 |
| 2024 EAIP | ROAE (net of AOCI) | 25% | 7.06% | 7.43% | 8.17% |
- Payout ranges: CEO 12–30% of base salary; CFO 10–24% of base salary; 2023 and 2024 payouts paid per formula without discretionary adjustment after targets were met .
- LTIP: Since 2016, executive awards are restricted stock with three-year vest; 2024 grants: CEO 3,000 shares; CFO 1,700 shares at $12.35 FMV on grant date .
Other Directorships & Interlocks
| Company | Role | Tenure | Notes |
|---|---|---|---|
| FNBPA Bancorp, Inc. | Director | 1996–2015 | Prior public company board pre-acquisition |
- Compensation Committee interlocks: None; members include Kelsey (Chair), Buffington, Dreibelbis, Sliver; no member is a current/former officer; no related-party transactions requiring disclosure .
Expertise & Qualifications
- Community-market acumen and long-tenured bank director perspective (28 years combined at FNBPA and JUVF), supporting strategic planning and growth oversight .
- Governance experience across Audit, Compensation, Strategic Planning, and Loan committees; Audit literacy affirmed by committee composition standards .
- Background in public administration and commercial real estate, relevant to local market risk and credit considerations .
Equity Ownership
| As-of Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Feb 23, 2024 | 15,489 | <1% (*) | Includes any restricted stock in vesting |
| Feb 28, 2025 | 15,596 | <1% (*) | Directors & officers as group own 2.10% |
- Section 16 compliance: All directors and officers met filing requirements in 2023 and 2024 .
- Insider Trading Policy: Company policy filed as Exhibit 19 to 2024 Form 10-K; hedging policy was anticipated prior to 2025 meeting per 2024 proxy .
Governance Assessment
- Strengths: Independent director with vice chair role; chairs Personnel & Compensation with documented use of an independent consultant (Herbein) and robust, budget-linked performance metrics (EPS, ROAE) underpinning pay-for-performance; active committee engagement (Audit, Compensation) and consistent attendance .
- Alignment: Receives modest board equity via restricted stock and cash fees; beneficial ownership indicates skin-in-the-game, albeit <1% ownership individually, consistent with small-cap director norms .
- Conflicts: Related-party transactions over $120,000 not present; director and officer banking relationships are at market terms and normal risk; independence determinations considered loans and associations with non-profits; no Compensation Committee interlocks .
- Board structure: Separation of Chair and CEO enhances oversight and mitigates conflicts; executive sessions coordinated by independent Chair .
- RED FLAGS: None material disclosed. Watchpoint: 2024 proxy noted no formal hedging policy yet (anticipated adoption prior to 2025), though an Insider Trading Policy exists; continued monitoring of explicit anti-hedging/pledging provisions is warranted .
- Shareholder feedback: Say-on-Pay approved at 2023; annual Say-on-Pay frequency recommended for 2024 and reiterated in 2025 materials, supporting investor acceptance of compensation design overseen by Kelsey .
Overall, Kelsey’s independence, committee leadership, and consistent engagement support board effectiveness and investor confidence, with compensation oversight aligned to financial performance metrics and limited conflict exposure in related-party dealings .