Michael Buffington
About Michael A. Buffington
Independent director of Juniata Valley Financial Corp. (JUVF), age 50, serving on the Board since March 2017. Founder and President of multiple central Pennsylvania real estate companies and co-founder of One-Stop Communications, with deep community involvement providing local market insight and small-business perspective to the bank’s risk assessment and credit decisions . Determined independent under NASDAQ standards; one of seven independent directors on an eight-member board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buffington Property Management LLC; MAT Plaza LLC; Monument Square Center LLC; MAB Holdings LLC | Founder and President | Not disclosed | Real estate operations in central PA; brings property/SMB risk and operations perspective |
| One-Stop Communications (Lewistown, PA) | Co-founder | Not disclosed | Retail communications; local market/business-owner perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Downtown Lewistown Inc. | Board/Community leader | Not disclosed | Local economic development |
| Juniata River Valley Chamber of Commerce | Board/Community leader | Not disclosed | Business advocacy/networking |
| Geisinger-Lewistown Hospital | Community Advisory Board member | Not disclosed | Healthcare community input |
Board Governance
- Committee assignments: Chairman, Nominating Committee; member, Personnel and Compensation; Asset Liability Management; Loan Committees .
- Independence: Board determined Buffington is independent under NASDAQ listing standards (along with six other directors) .
- Attendance: Board met 12 times in 2024; no director attended fewer than 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting (policy requires attendance) .
- Committee activity: Nominating Committee met 2 times in 2024; Personnel and Compensation Committee met 4 times in 2024 .
- Board leadership: Chairman and CEO roles are separated to enhance oversight and mitigate conflicts; Chairman coordinates executive sessions of non-employee directors .
- Risk oversight: Board and committees oversee ERM, audit/internal controls, policy adherence; cybersecurity reporting to Board via IT governance .
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | 26,900 | Annual director fee $20,400 for ≥10 regular meetings; additional $300 per committee/special meeting ($400 other committee chair; $500 Audit chair) |
| Stock Awards (restricted stock FV) | 1,223 | Director RSUs with 3-year cliff vesting; dividends and voting rights during vesting |
| All Other Compensation (dividends) | 302 | Dividends on restricted stock |
| Total | 28,425 | Sum of cash fees, stock FV, dividends |
Notes:
- Non-qualified director plans (Retirement Plan, Split Dollar Life Insurance) were active for then-current directors from 2001; of directors serving in 2024, only Mr. Dreibelbis participated—Buffington is not listed as a participant .
Performance Compensation (Director Equity Structure)
| Feature | Detail |
|---|---|
| Equity grant type | Restricted stock (time-based), directors receive annual grants subject to three-year cliff vesting; dividends and voting rights during vesting |
| 2024 grant fair value | $1,223 for Buffington (award-date fair value) |
| Vesting schedule | Three-year cliff vesting for director awards |
| Dividends | Paid during vesting; reported as “All Other Compensation” (Buffington: $302 for 2024) |
| Meeting-based pay mix | Cash retainer plus per-meeting fees; equity grants provide alignment with shareholders |
Other Directorships & Interlocks
- Public company boards: None disclosed .
- Private companies: Founder/President of multiple local real estate LLCs; co-founder of One-Stop Communications .
- Interlocks/Conflicts: No Compensation Committee interlocks; Compensation Committee members (including Buffington) were independent and had no related party transactions requiring disclosure .
Expertise & Qualifications
- Business-owner/operator in regional real estate and retail communications; provides broad view of business-owner financial needs and risk assessment across changing environments .
- Governance credentials: Chairman of Nominating Committee; member of Personnel and Compensation, ALM, and Loan Committees—experience spanning board composition, executive pay design, balance sheet oversight, and credit governance .
- Independence and financial sector exposure via committee work; Board qualifies seven of eight directors as independent under NASDAQ and SEC rules .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Michael A. Buffington | 4,218 | <1% | Restricted stock can be voted during vesting; group ownership calculation includes exercisable options and restricted shares |
Governance Assessment
- Board effectiveness: Buffington’s dual roles (Nominating Chair; P&C/ALM/Loan member) indicate high engagement in director selection, executive compensation structure, balance sheet oversight, and credit governance—positive for board effectiveness in a community bank context .
- Alignment and incentives: Director pay mix leans toward modest cash plus time-based equity; dividends paid during vesting provide current income, while three-year vesting supports retention and shareholder alignment .
- Independence/Attendance: Independent under NASDAQ; Board-wide attendance thresholds met with full annual meeting participation, supporting confidence in engagement .
- Compensation governance: Committee used independent consultant (Herbein) with no conflicts; scope included peer analyses and plan design, supporting credible pay structures; no committee interlocks .
- Conflicts/Related-party exposure: Ordinary-course director loans permitted on market terms with internal controls; no related-party transactions >$120,000 reported—no material conflicts identified .
- Shareholder signals: Prior Say-on-Pay received shareholder approval in 2024; 2025 advisory vote recommended “FOR” by the Board, signaling stable compensation sentiment .
RED FLAGS
- None identified in filings: no Section 16 delinquency; no related-party transactions exceeding $120,000; no hedging/pledging disclosures flagged; no option repricing .