Marcie Barber
About Marcie Barber
Marcie A. Barber, age 66, is Chief Executive Officer and a director of Juniata Valley Financial Corp. and The Juniata Valley Bank (roles held since 2010). She joined the Bank in 2006 as SVP/Community Office Division Manager and was promoted to COO in 2007 after prior leadership roles at First National Bank of Mifflintown and Mellon Bank in retail management and commercial lending . Pay-versus-performance disclosures show TSR roughly flat in 2024 vs. 2022 (Value of $100 investment: $100.65 in 2024; $97.85 in 2022) alongside net income of $6.23m in 2024 vs. $7.06m in 2022, framing incentive alignment with earnings and ROAE targets under the annual plan .
- Board structure and dual-role implications: Barber is the sole management (non-independent) director; the board separates the Chair and CEO roles and has an independent Chair, with seven of eight directors independent, mitigating typical CEO/Chair concentration risks . Board and committees met regularly in 2024 with no director below 75% attendance; the board met 12 times and all directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Juniata Valley Bank (subsidiary of JUVF) | SVP, Community Office Division Manager; COO | 2006–2007; 2007–2010 | Operational leadership pipeline to CEO (2010) |
| First National Bank of Mifflintown | SVP, Credit Services Division Manager | Prior to 2006 (8 years in role) | Credit/risk leadership in community banking |
| Mellon Bank | Retail Bank Management and Commercial Lending | Prior to FNB Mifflintown (16 years) | Multi-line banking leadership experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Atlantic Community Bankers Bank | Director; Chair, Enterprise Risk Management Committee | Current | External risk oversight expertise |
| Mifflin County Industrial Development Corp. | Director; Executive Committee | Current | Community and economic development linkages |
| Pennsylvania Bankers Association; PABSC | Director (prior) | Prior service | Industry advocacy and network |
Fixed Compensation
| Year | Base Salary ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|
| 2022 | 349,615 | 29,517 | 532,462 |
| 2023 | 370,564 | 31,902 | 528,284 |
| 2024 | 392,799 | 33,586 | 544,895 |
- All Other Compensation includes 401(k) safe-harbor/match, dividends on restricted stock, and imputed income on split-dollar insurance .
Performance Compensation
Short-Term Incentive (EAIP)
| Element | CEO Target Range | Metric Weighting | Threshold (2024) | Target (2024) | Optimum (2024) | Result/Payout |
|---|---|---|---|---|---|---|
| Annual Cash Bonus | 12%–30% of base; adj ±50% for individual | EPS (75%); ROAE ex-AOCI (25%) | EPS $1.14; ROAE 7.06% | EPS $1.20; ROAE 7.43% | EPS $1.32; ROAE 8.17% | Target range met; CEO payout $81,460 (paid in 2025 for 2024) per formula, no discretionary adjustment |
Long-Term Incentive (LTIP)
- Design: Restricted stock awards (RS) only since 2016; vesting 3 years from grant; dividends paid during vest; grants typically in Feb/Mar after earnings release to allow 2–3 weeks’ market digestion .
- 2024 grant: 3,000 RS at $12.35 FMV on 2/20/2024; vests 2/19/2027 if employed .
- 2023 grant: 3,480 RS; vests 2/20/2026 .
- 2022 grant: 2,850 RS; vested 2/14/2025 .
| Grant Date | Instrument | Shares | Grant FMV/Unit | Vesting |
|---|---|---|---|---|
| 2/20/2024 | RS | 3,000 | $12.35 | 3-year cliff; vests 2/19/2027 |
| 2/21/2023 | RS | 3,480 | $16.25 | 3-year cliff; vests 2/20/2026 |
| 2/15/2022 | RS | 2,850 | — | 3-year cliff; vested 2/14/2025 |
Options (legacy)
| Grant Date | Options Exercisable | Exercise Price | Expiration | In-the-money at 12/31/2024? |
|---|---|---|---|---|
| 2/17/2015 | 11,000 | $17.80 | 2/17/2025 | No; all options (21,000 total) OTM at 12/31/2024 |
| 2/18/2014 | 10,000 | $17.72 | 2/18/2024 | — |
- Proxy notes Barber is fully vested in all outstanding incentive and non-qualified options (21,000 shares total) and that none were in-the-money at 12/31/2024; equity award value in CoC scenario reflects only RS value .
Equity Ownership & Alignment
| As-of Date | Beneficial Ownership (Shares) | % of Outstanding | Notes |
|---|---|---|---|
| Feb 28, 2025 | 48,942 | <1% (indicated “*”) | 5,016,727 shares outstanding on record date |
| Feb 23, 2024 | 55,642 (incl. 11,000 options exercisable within 60 days) | 1.11% | Includes options exercisable within 60 days |
- Unvested RS outstanding at 12/31/2024: 2/20/2024 grant (3,000), 2/21/2023 grant (3,480), 2/15/2022 grant (2,850) = 9,330 shares; market values disclosed in year-end table .
- Insider trading/hedging/pledging: 2025 proxy references an Insider Trading Policy filed with the 2024 10-K; 2024 proxy stated no formal hedging policy then, with intent to adopt prior to the next annual meeting; the ownership tables do not disclose any share pledging by Barber .
Employment Terms
| Provision | Key Terms |
|---|---|
| Salary Continuation Agreement | Executed 2007; pays $20,000 per year for 15 years at retirement; Barber is age 65+ and fully vested under all scenarios . |
| Group Term Carve-out Plan (BOLI) | Beneficiary receives 3x base salary (cap $603,000) if death occurs during employment; 2x salary if after termination (subject to vesting) . |
| Change-of-Control (CoC) Severance | Agreement dated May 22, 2008; in effect while COO or higher. Cash severance equals 2.95x average compensation (most recent 5 years) upon qualifying termination following a CoC; lump sum within 30 days; non-compete 2 years within 40-mile radius and 1-year non-solicit . |
| CoC Triggers (examples) | Acquisition of ≥24.99% voting power; mergers/reorganizations not maintaining prior shareholder majority; sale of substantially all assets; contested proxy leading to ≥25% voting control; plus good-reason conditions such as material reduction in role, pay/benefits, commuting reassignment >45 minutes, materially increased travel . |
| 280G Treatment | Agreements do not prohibit payments in excess of Section 280G limits; potential excise tax may apply to excess parachute payments . |
Potential Payments as of 12/31/2024 (Illustrative)
| Scenario | Salary Continuation | Group Term Carve-out | RS Value | CoC Severance | Total |
|---|---|---|---|---|---|
| Termination upon/after CoC | $300,000 | $603,000 | $121,477 | $1,035,397 | $2,059,874 |
| Retirement / Death / Disability / Voluntary | $300,000 | $603,000 | $0 | $0 | $903,000 |
Board Governance (service history, committees, independence)
- Board service: CEO and director since 2010; nominated as a Class B director for term to 2028; background emphasizes 35+ years of banking leadership .
- Independence: The board determined seven of eight directors are independent (Barber excluded as CEO); Audit and Personnel & Compensation Committees consist solely of independent directors .
- Leadership structure: Chairman and CEO roles are separated; independent Chair coordinates agendas/executive sessions, addressing potential conflicts from unified roles .
- Attendance: Board met 12 times in 2024; no director attended fewer than 75% of board and committee meetings; full attendance at the 2024 annual meeting .
- Committees and advisors: Personnel & Compensation Committee oversees executive pay design/goals; engaged independent consultant Herbein for market data, plan design, and peer benchmarking; no conflicts identified .
Director Compensation (context for dual role)
- Non-employee directors receive an annual fee of $20,400 for regular meetings plus per-meeting fees for committee/special sessions (e.g., $300 standard; $500 Audit chair; $400 other committee chairs); director retirement and split-dollar plans apply to eligible non-employee directors .
Performance & Track Record
| Year | TSR – Value of $100 Investment | Net Income ($) |
|---|---|---|
| 2022 | $97.85 | $7,064,099 |
| 2023 | $82.44 | $6,595,938 |
| 2024 | $100.65 | $6,228,575 |
- Certifications: CEO Section 302 certification for 2024 Form 10-K filed March 26, 2025 .
- Related party transactions: Company reported no related-party transactions >$120,000 and maintains a Code to avoid conflicts; ordinary-course loans to directors/officers on market terms .
Compensation Structure Analysis
- Mix and trends: Cash (base + annual bonus) plus time-based RS; no performance-share program (RSUs vest on service) increases certainty vs. options; options largely out-of-the-money and near expiration removed leverage from upside participation .
- Metrics rigor: STI based 75% on EPS and 25% on ROAE ex-AOCI, with threshold at 95% of budget and optimum at 110%—a reasonably symmetric range; 2024 target met and paid per formula (CEO payout ≈20.7% of salary) .
- Governance controls: Independent comp committee; use of independent consultant and peer benchmarking process; philosophy emphasizes “think like owners” via equity and pay-for-performance linkage .
- Red flags: None noted on option repricing; agreements allow payments above 280G thresholds (may result in excise tax) . 2024 proxy noted no formal hedging policy at that time, with intent to adopt; 2025 proxy references an Insider Trading Policy being filed .
Equity Vesting Calendar and Selling Pressure Watch
- 2/14/2025: 2022 RS (2,850 shares) fully vested .
- 2/20/2026: 2023 RS (3,480 shares) scheduled to vest .
- 2/19/2027: 2024 RS (3,000 shares) scheduled to vest .
- 2/17/2025: 2015 options (11,000 @ $17.80) expiration; all options were OTM at 12/31/2024 .
Investment Implications
- Pay-performance alignment: STI metrics (EPS/ROAE) directly tie to shareholder value creation and capital efficiency; 2024 payout in mid-range suggests targets were calibrated to achievable performance without discretionary boosts .
- Retention risk: Barber is fully vested in salary continuation benefits (age ≥65) and has significant upcoming RS vesting (2026/2027). CoC severance (2.95x) with restrictive covenants provides strong retention and alignment in strategic transactions .
- Ownership/supply dynamics: Beneficial ownership reported at 48,942 shares as of Feb 28, 2025 (<1%); watch for potential supply around RS vesting dates in Feb 2026 and Feb 2027; no pledging reported in ownership tables; Insider Trading Policy on file .
- Governance quality: Separation of Chair/CEO, independent committees, regular meetings/attendance, and independent compensation consulting reduce dual-role governance concerns, supporting oversight quality .
- Risk flags: No related-party transactions >$120k; options OTM (reduces dilution risk); however, 280G payments not capped could trigger excise taxes under certain CoC scenarios .