John Henry IV
About John Henry IV
John Henry IV is an independent director appointed by the Board of Juniata Valley Financial Corp. (JUVF) on April 15, 2025, with his term commencing at the June 17, 2025 Board meeting and expiring at the 2026 annual meeting of shareholders . He graduated Magna Cum Laude from Lebanon Valley College in 2006 (Political Science, pre-law) and founded JPH Enterprises in 2004, scaling it over ~20 years into a $16 million environmental company employing 50+ people; he resides in Port Royal, PA, with his family .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPH Enterprises | Founder, President & CEO | 2004–present | Built from a one-person lawncare service into a $16M environmental company with 50+ employees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various local charitable/athletic programs | Supporter | Ongoing | Community involvement noted by the company |
Board Governance
- Appointment, term, and committees: Appointed April 15, 2025; term begins June 17, 2025 and runs to the 2026 annual meeting. Committee assignments were to be determined at the Company’s annual reorganization meeting on May 20, 2025; no subsequent SEC filing disclosed his committee assignments as of the filings reviewed .
- Independence status: JUVF follows NASDAQ standards for director independence; in the 2025 proxy, seven of eight directors were independent (independents named: Buffington, Calkins-Mazur, Dreibelbis, Kelsey, Scarnati, Sliver, Wagner). Henry was appointed after the proxy’s record date; his independence status will typically be reflected in the next proxy .
- Attendance: The Board met 12 times in 2024; no director attended fewer than 75% of Board and committee meetings. Henry was not yet a director during 2024 .
- Say-on-pay and shareholder support (governance signal): At the May 20, 2025 annual meeting, shareholders approved Say-on-Pay (For 2,331,990; Against 147,560; Abstain 142,902) .
- Related-party transactions: The 2025 proxy reported no related-party transactions >$120,000 for the period since the start of the last fiscal year; the Code requires avoidance of conflicts and pre-approval for certain arrangements .
Fixed Compensation
Director compensation structure (non-employee):
| Component | Amount/Policy | Notes |
|---|---|---|
| Annual Board retainer | $20,400 | Covers 10 regularly scheduled meetings; Chairman receives an additional $500 per Board meeting |
| Committee/special meeting fees | $300 per meeting | Committee chair: $400 per meeting; Audit Committee chair: $500 per meeting |
| Other plans (legacy) | Director Retirement Plan; Split-Dollar Life Insurance | Legacy programs established in 2001 for then-current directors; 2024 participants noted (e.g., Dreibelbis). Not generally applicable to newly appointed directors |
2024 non-employee director compensation outcomes (context, excludes Henry who joined in 2025):
| Name | 2024 Cash Fees ($) | 2024 Stock Awards ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| Steven C. Sliver | 27,900 | 914 | 49 | 28,863 |
| Gary E. Kelsey | 27,200 | 1,210 | 280 | 28,690 |
| Michael A. Buffington | 26,900 | 1,223 | 302 | 28,425 |
| Joseph B. Scarnati III | 26,700 | 1,099 | 106 | 27,905 |
| Bradley J. Wagner | 28,500 | 1,149 | 297 | 29,946 |
| Christina Calkins-Mazur | 25,200 | 766 | 41 | 26,007 |
| Martin L. Dreibelbis | 34,500 | 1,396 | 1,537 | 37,433 |
Performance Compensation
| Element | Design | Metrics |
|---|---|---|
| Director equity grants | Annual restricted stock awards | Time-based, three-year cliff vesting; directors receive dividends and voting rights during vesting; no performance metrics apply |
Other Directorships & Interlocks
| Company | Public/Private | Role | Committee roles |
|---|---|---|---|
| None disclosed in Company filings | — | — | — |
Expertise & Qualifications
- Education: Magna Cum Laude, B.A., Political Science (pre-law), Lebanon Valley College (2006) .
- Operating experience: Founder-CEO who scaled a regional environmental services business to ~$16M revenue and 50+ employees, bringing small-business, regional markets, and operations perspective to the Board .
- Community embeddedness: Active in local charitable and athletic programs; potential for enhanced stakeholder engagement and regional business development insights .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 1,000 JUVF common shares (direct) following open-market purchases on June 5, 2025 |
| Recent insider transactions | On June 5, 2025, purchased 900 shares at $12.99 and 100 shares at $12.86; reported by Form 4 filed June 25, 2025. Filing notes delay due to setup/access for new director |
| Options/derivatives | None disclosed on Form 4 |
| Pledged/hedged shares | No pledging or hedging disclosed in filings reviewed; Company maintains an Insider Trading Policy; in 2024 the Company anticipated adopting a formal hedging policy (noted in prior proxy) |
Insider trades (2025):
| Date (Trade) | Type | Shares | Price | Post-Transaction Ownership |
|---|---|---|---|---|
| 2025-06-05 | Open-market purchase | 900 | $12.99 | 1,000 |
| 2025-06-05 | Open-market purchase | 100 | $12.86 | 1,000 |
Governance Assessment
-
Positive signals
- Fresh independent voice with operating and employment-creation track record in the Company’s regional footprint; appointment aligns with JUVF’s emphasis on community ties and board effectiveness .
- Early “skin in the game”: open-market purchase of 1,000 shares shortly after joining supports alignment with shareholders .
- Board-level governance remains solid: separation of Chair/CEO roles; majority independent board and fully independent key committees; robust risk oversight .
- Shareholder support: 2025 Say-on-Pay passed with a strong margin, indicating general investor confidence in compensation governance .
-
Monitoring items / potential risks
- Committee assignments were pending as of the appointment 8-K; investors should monitor subsequent filings or the next proxy for Henry’s committee placement (Audit/Comp/Nominating, etc.) .
- Related-party exposure: Henry leads a local environmental services firm; no related-party transactions were disclosed for 2024, but investors should watch future proxy RPT disclosures for any business dealings with entities in which Henry has an interest .
- Attendance and engagement: Board-wide attendance was strong in 2024; Henry’s attendance record will first be observed in the next proxy cycle .
- Policy clarity: The Company maintains an Insider Trading Policy; prior proxy indicated the Company anticipated formal hedging policy adoption—confirm in future disclosures .
Appendix – 2025 Annual Meeting Voting (Context)
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Say-on-Pay (advisory) | 2,331,990 | 147,560 | 142,902 |
Notes and Sources
- Appointment and biography: 8-K (Apr 18, 2025) – Item 5.02 (director appointment, term commencement, committees TBD; education; JPH Enterprises scale; residence) .
- Board independence determination, committee independence, and governance structure: 2025 DEF 14A (filed Mar 27, 2025) .
- Board attendance and director compensation structure: 2025 DEF 14A (2024 Board met 12 times; director comp components and fee schedules; stock awards are time-based restricted stock with three-year cliff vest) .
- Related-party transactions (2024): 2025 DEF 14A (no transactions >$120,000; conflict controls via Code) .
- Insider Trading Policy and hedging policy note: 2025 DEF 14A (policy referenced); 2024 DEF 14A (anticipated adoption of hedging policy) .
- Insider ownership and trades: SEC Form 4 for Henry (filed Jun 25, 2025, trades on Jun 5, 2025; 1,000 shares owned directly) .
- Shareholder vote results: 8-K (May 20, 2025) Item 5.07 .