Martin Dreibelbis
About Martin L. Dreibelbis
Independent director and current Chairman of the Board at Juniata Valley Financial Corp. (JUVF), age 71, serving on the Board since 1998 (≈27 years). Background includes three decades in petroleum industry operations and consulting, plus local government experience; designated independent under NASDAQ standards. He serves on multiple key Board committees (Audit; Personnel & Compensation; Nominating; Asset-Liability Management; Strategic Planning; Loan). Board policy separates the Chair and CEO roles, and he serves as independent Board Chair.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Self-employed (Petroleum industry) | Consultant | 1992–2012 | Sector/operator perspective; risk and operating insights |
| Horning Oil Company | President | Through 1992 | General management; energy market exposure |
| Walker Township, Juniata County, PA | Township Supervisor | 2007–2024 | Public sector, community ties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| No other public company directorships disclosed | — | — | None reported in proxy |
Board Governance
| Body | Role | Chair? | 2024 Meetings | Independence requirement | Notes |
|---|---|---|---|---|---|
| Board of Directors | Chairman | Yes | 12 | Majority independent; Martin is independent | Policy separates Chair/CEO roles |
| Audit Committee | Member | No | 6 | All members independent; financial experts designated (Wagner, Sliver) | Monitors reporting, controls, auditor independence |
| Personnel & Compensation Committee | Member | No | 4 | All members independent | Oversees exec comp; approves equity grants |
| Nominating Committee | Member | No | 2 | All members independent | Director recruitment, qualifications, age policy |
| Asset Liability Management (ALCO) | Member | No | n/a | n/a | Risk oversight of balance sheet (bank-specific) |
| Strategic Planning | Member | No | n/a | n/a | Long-range planning |
| Loan Committee | Member | No | n/a | n/a | Directors rotate attendance with management |
- Independence and attendance: The Board determined he is independent; in 2024 no director attended fewer than 75% of Board and assigned committee meetings; policy expects attendance at the Annual Meeting and all directors attended in 2024.
Fixed Compensation (Non-Employee Director, 2024)
| Component | 2024 Amount ($) | Source/Notes |
|---|---|---|
| Fees Earned or Paid in Cash | 34,500 | Annual fee $20,400 plus meeting fees ($300/committee meeting; $400 if committee chair; Audit chair $500); Board Chairman receives +$500 per Board meeting |
| Stock Awards (Restricted Stock) | 1,396 | Director RSUs/RSAs; three-year cliff vest; dividends and voting rights during vest |
| Non-Qualified Deferred Comp. Earnings | 1,234 | Reflects director retirement/split-dollar plan accruals |
| All Other Compensation | 303 | Dividends on restricted stock |
| Total | 37,433 | Sum of components |
- Fee structure: Annual director fee $20,400 (for 10 regular meetings), plus $300 per committee/special meeting ($500 if Audit Committee chair; $400 if other committee chair); Chairman receives an additional $500 per Board meeting.
Performance Compensation (Equity)
| Year | Award Type | Vesting | Dividends/Voting | Value ($) |
|---|---|---|---|---|
| 2024 | Restricted Stock | 3-year cliff vest | Yes (during vesting) | 1,396 |
- Notes: Director equity awards vest on a time-based schedule; no performance conditions are disclosed for director awards.
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| None disclosed | — | — | None reported in proxy |
Expertise & Qualifications
- 27 years on JUVF’s Board (since 1998), with service as current Chairman; deep familiarity with the bank, markets, and governance requirements.
- Petroleum industry leadership and consulting background; experience in local government (Township Supervisor 2007–2024), reinforcing community and stakeholder insight.
- Independent under NASDAQ standards; sits on Audit, Compensation, and Nominating committees requiring heightened independence.
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 10,066 | Includes restricted stock, votable during vest |
| Of which held jointly with spouse (shares) | 7,412 | Per footnote (joint with spouse) |
| Shares outstanding (record date: 2/28/2025) | 5,016,727 | Record date for 2025 meeting |
| Ownership as % of shares outstanding | ≈0.20% | Calculated from beneficial shares and shares outstanding |
| Shares pledged as collateral | Not indicated in proxy | No pledging disclosure in beneficial ownership table/footnotes |
| Insider Trading Policy | Policy maintained; filed as 10-K Exhibit 19 (2024) | Covers directors, officers, employees |
Governance Assessment
- Board leadership: Independent Chairman role and explicit separation of Chair/CEO; Chair coordinates agendas and executive sessions of non-employee directors—positive for oversight.
- Independence and attendance: Board designated him independent; Board met 12 times in 2024 and all directors met at least the 75% attendance threshold; all attended the 2024 Annual Meeting.
- Committee load: Member of Audit, Compensation, and Nominating (all-independent), plus ALCO, Strategic Planning, and Loan—broad exposure to risk, talent, and strategy oversight.
- Compensation alignment: Director pay is predominantly cash with modest time-vested equity ($1,396 in 2024) and legacy director retirement/split-dollar benefits; Chair receives incremental meeting fees—transparent structure with clear vesting terms.
- Related-party and conflicts: Proxy reports ordinary-course banking transactions on market terms; no related-party transactions >$120,000; Code requires avoidance/approval of conflicts—no red flags disclosed.
- Tenure signal: Very long service (≈27 years) while maintaining independence designation—investors may monitor refreshment dynamics, though company’s age limit policy exists (75, with potential one-year extension).
Compensation Committee Context (relevant to his committee service)
- Compensation Committee members (2024): Kelsey (Chair), Buffington, Dreibelbis, Sliver—each independent.
- Consultant: Herbein engaged; Committee determined independence; no other services >$120,000 disclosed; scope included peer benchmarking and incentive design.
Say-on-Pay & Shareholder Feedback (context)
- Shareholders previously approved Say-on-Pay at the 2024 Annual Meeting; Say-on-Pay held annually, with the next frequency vote in 2030.
Director-Specific Notes and Potential Red Flags
- Legacy non-qualified director plans: Director’s Retirement Plan ($8,500/yr for 10 years upon eligibility) and split-dollar life insurance ($25,000 lifetime coverage at/after age 65)—modest scale, but some investors view such benefits as less common today.
- No Section 16 issues: Company believes all insider filings were timely in 2024.