Joseph Scarnati
About Joseph B. Scarnati III
Independent director of Juniata Valley Financial Corp. (JUVF); age 63; director since 2022. Third‑generation Pennsylvania businessman with 20+ years of public service, including Pennsylvania Senate President Pro Tempore and a term as Lieutenant Governor; currently employed at Allegheny Strategy Partners and co‑owner of The Dan Smith Candy Company. Determined independent under NASDAQ standards; currently chairs the Trust Committee and serves on the Nominating, Asset Liability Management, and Loan Committees. Background highlights emphasize financial perspective from private enterprise and broad statewide network from public service, supporting board effectiveness.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Family food business (Brockway, PA) | Business operator | ~20 years (pre‑2000) | Private sector finance and operations experience |
| Brockway Borough Council | Council member | Pre‑2000 (exact years not disclosed) | Local governance exposure |
| Pennsylvania Senate (25th District) | State Senator | 2000–2020 | Statewide legislative leadership |
| Pennsylvania Senate | President Pro Tempore | Elected 2006 | Presiding leadership responsibilities |
| Commonwealth of Pennsylvania | Lieutenant Governor | Nov 2008–Jan 2011 | Executive branch experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Allegheny Strategy Partners | Lobbying/consulting – employee | Since 2020 (post‑Senate retirement) | Political and regulatory advisory work |
| The Dan Smith Candy Company | Co‑owner | Since 2015 | Privately held confectionery business |
Board Governance
- Independence and committee service: The board determined Scarnati independent; he chairs the Trust Committee and serves on the Nominating, Asset Liability Management, and Loan Committees.
- Attendance: Board met 12 times in 2024; no director attended fewer than 75% of board and committee meetings (Scarnati met or exceeded 75%). All directors attended the 2024 annual meeting.
- Governance architecture: JUVF separates Chair and CEO roles to strengthen oversight and avoid conflicts; risk oversight is conducted by the full board and committees via an enterprise risk management program (including periodic cybersecurity reporting).
- Related‑party safeguards: Ordinary‑course banking transactions with directors are on market terms; no related‑party transactions >$120,000 disclosed in the last fiscal year. The Code of Conduct restricts conflicts and requires approvals for certain arrangements.
- Shareholder sentiment: 2025 Say‑on‑Pay passed (For 2,331,990; Against 147,560; Abstain 142,902), indicating support for compensation practices.
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $23,700 | $26,700 |
| Stock Awards ($) | $878 (restricted stock; 3‑year cliff vesting) | $1,099 (restricted stock; 3‑year cliff vesting) |
| Other Compensation ($) | $36 (dividends/plan accruals per proxy) | $106 (dividends on restricted stock) |
| Total ($) | $24,614 | $27,905 |
Fee schedule structure (policy):
- Annual director fee: $20,400 for at least 10 regular meetings; Chair receives +$500 per meeting.
- Committee/special meeting fees: $300 per meeting; Audit Committee chair $500; other committee chairs $400.
- Director equity awards: Restricted stock grants to directors vest on a three‑year cliff; directors receive dividends and voting rights during vesting.
Performance Compensation
| Item | Detail |
|---|---|
| Director performance metrics | None disclosed; director stock grants are time‑based (restricted stock, 3‑year cliff), not tied to EPS/ROAE or TSR metrics. |
Executive incentive metrics (EAIP) exist for CEO/CFO (EPS 75% and ROAE net of AOCI 25% with threshold/target/optimum levels), but directors are not participants; included here only for context on firm‑wide pay‑for‑performance design.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond JUVF. |
| Prior public company boards | None disclosed. |
| Private/non‑profit boards | Not specifically listed for Scarnati in JUVF proxy beyond external employment and ownership noted above. |
| Interlocks | No compensation committee interlocks disclosed for the company; committee is independent (members listed). |
Expertise & Qualifications
- 40+ years private sector ownership/operations plus 20+ years public service provide financial and governance acumen; perspective valued for financial matters on the board.
- Current Trust Committee chair indicates oversight across fiduciary/wealth/trust operations, aligning with banking governance needs.
Equity Ownership
| Metric | Feb 23, 2024 | Feb 28, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 4,643 | 6,248 |
| % of outstanding | <1% (asterisk per proxy) | <1% (asterisk per proxy) |
| Notes | Restricted stock awarded to directors is included in beneficial ownership and is votable during vesting; group beneficial ownership 2.11% as of Feb 23, 2024. | Restricted stock inclusion noted; directors and officers as a group hold 2.10% as of Feb 28, 2025. |
Governance Assessment
-
Strengths: Independent status; committee leadership in Trust and service across key board committees; satisfactory attendance; modest, transparent director pay with a balanced cash/equity mix and standard vesting; no material related‑party transactions; robust governance with separated Chair/CEO and defined risk oversight. These features support board effectiveness and investor confidence.
-
Alignment: Ongoing equity grants (restricted stock) provide ownership exposure; Scarnati’s beneficial ownership increased from 4,643 to 6,248 shares YoY, improving alignment, though still <1% of outstanding.
-
Potential conflicts and mitigants: Employment at a lobbying/consulting firm and private business ownership could present perceived conflicts; however, independence was expressly evaluated (including loan relationships) and affirmed; no related‑party transactions >$120,000 with the Company were disclosed. Code of Conduct requires avoidance/approval of conflicted arrangements.
-
Shareholder signal: Strong 2025 Say‑on‑Pay approval suggests broader support for compensation governance at JUVF.
-
Red flags: None disclosed specific to Scarnati—no hedging/pledging policies noted for directors in 2025 (company filed Insider Trading Policy; 2024 proxy anticipated adoption of hedging policy), no Section 16(a) delinquency, and no low attendance or pay anomalies flagged. Continue monitoring for any lobbying engagements involving JUVF or trust‑related party dealings.