Michael Wolf
About Michael Wolf
Michael W. Wolf, age 61, is Executive Vice President, Treasurer, Chief Financial Officer, and Secretary to the Board of Juniata Valley Financial Corp. (with the Company since 2021; CFO since June 2022) . He has ~30 years in financial services spanning public accounting, internal audit, and bank finance with emphasis on regulatory/SEC reporting, internal controls, and accounting policy . During his CFO tenure, company-reported pay-versus-performance shows TSR value of a $100 initial investment at $97.85 (2022), $82.44 (2023), and $100.65 (2024), and Net Income of $7,064,099 (2022), $6,595,938 (2023), and $6,228,575 (2024) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The National Bank of North East | Vice President | 1994–2001 | Regulatory/SEC reporting and internal controls; technical accounting |
| Middlefield Bank | Vice President | 2009–2011 | Regulatory reporting, internal controls, accounting policy |
| Northwest Bank | Vice President | 2011–2018 | SEC/internal reporting, technical accounting assessments |
| Dollar Bank | Vice President | 2019–2020 | Controls and accounting policy implementation |
| Juniata Valley Financial Corp. | EVP, Treasurer, CFO; Secretary to Board | 2021–present (CFO since June 2022) | Corporate finance leadership; enterprise reporting and governance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Financial Managers Society | Accounting Advisory Council member | Not disclosed | Professional standards and industry best practices engagement |
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | 221,285 | 231,771 | 243,359 |
| Actual Annual Incentive Paid ($) | 39,831 | 34,662 | 40,464 |
| All Other Compensation ($) | 11,053 | 19,378 | 21,704 |
| Total Compensation ($) | 280,119 | 318,149 | 326,522 |
| Perquisite Components (qualitative) | 401(k) safe-harbor/match; dividends on restricted stock; split-dollar imputed income | 401(k) safe-harbor/match; dividends on restricted stock; split-dollar imputed income | 401(k) safe-harbor/match; dividends on restricted stock; split-dollar imputed income |
Performance Compensation
| Element | Metric | Weighting | Target | Threshold | Maximum/Optimum | Actual (FY 2024) | Vesting / Payout |
|---|---|---|---|---|---|---|---|
| Employee Annual Incentive Plan (EAIP) | EPS | 75% | $1.20 | $1.14 | $1.32 | $40,464 paid (CFO) | Annual cash payout after results determined |
| Employee Annual Incentive Plan (EAIP) | ROAE (net of AOCI) | 25% | 7.43% | 7.06% | 8.17% | Included in $40,464 | Annual cash payout; +/-50% adjustment possible based on individual performance (not applied in 2024) |
| Equity – Restricted Stock | RSU grants | N/A | N/A | N/A | N/A | 1,700 shares granted on 2/20/2024 at $12.35 FMV | 3-year cliff vest; dividends accrue during vesting |
| Equity – Restricted Stock | RSU grants | N/A | N/A | N/A | N/A | 1,990 shares granted on 2/21/2023 at $16.25 FMV | 3-year cliff vest; dividends accrue during vesting |
| Equity – Options | Option awards | N/A | N/A | N/A | N/A | None disclosed for Mr. Wolf | N/A |
Bonus opportunity range for CFO under EAIP: 10%–24% of base salary, subject to +/-50% individual performance adjustment; 2024 awards paid per formula without adjustment .
Equity Ownership & Alignment
| Metric | As of Record Date FY 2024 | As of Record Date FY 2025 |
|---|---|---|
| Beneficial Ownership (shares) | 7,080 (<1%) | 9,630 (<1%) |
| Ownership Guidelines | Not disclosed | |
| Hedging/Pledging Disclosure | Insider Trading Policy referenced; no pledging disclosed in proxy |
Outstanding and Unvested Equity Detail:
| Grant Date | Unvested RSUs (#) | Vest Date | Market Value ($) |
|---|---|---|---|
| 2/20/2024 | 1,700 | 2/19/2027 | 22,134 |
| 2/21/2023 | 1,990 | 2/20/2026 | 25,910 |
| 2/15/2022 | 500 | Fully vested 2/14/2025 | 6,510 |
Insider trading signals (Form 4 filings; no sales observed):
- Reported acquisitions/purchases: 2024-02-20 (Form 4) ; 2024-02-27: 100 shares at $13.00 ; 2024-06-03: 100 shares at $12.01 ; 2025-02-18: 2,350 shares ; 2025-04-28: 100 shares at $12.85; post-transaction ownership 9,730 .
Employment Terms
- Change-of-Control Severance: 2.00x average compensation for the most recent three years; lump sum paid within 30 days of termination .
- Trigger mechanics: Severance only upon change in control followed by qualifying events (involuntary termination not for cause; reduction in title/authority; salary/benefits reduction; reassignment beyond 45-minute commute from Mifflintown, PA; materially increased travel) .
- Restrictive covenants: Non-compete for two years within a 40-mile radius of Mifflintown, PA; non-solicitation of employees/customers for one year .
- Potential Payments (illustrative tables in proxy): As of 12/31/2023 total of $485,551 (includes RSU value $32,495 and severance $453,056 upon/after change-of-control) ; As of 12/31/2024 total of $518,830 (includes RSU value $54,554 and severance $464,277 upon/after change-of-control) .
- Clawbacks, tax gross-ups: Not disclosed; agreements do not prohibit payments in excess of IRC 280G limits (subject to excise tax risk) .
Investment Implications
- Pay-for-performance alignment: Cash incentives are tied 75% to EPS and 25% to ROAE with explicit threshold/target/maximum levels; CFO awards have modest leverage (10%–24% of base) and were paid per formula in 2024, indicating structured alignment to shareholder outcomes .
- Retention risk: A double-trigger CoC agreement with 2x average comp and strong non-compete/non-solicit covenants reduces near-term exit risk but could introduce payout obligations in strategic transactions; potential payments were ~$519k as of 12/31/2024 .
- Insider signals: Multiple Form 4s reflect net acquisitions/purchases by the CFO across 2024–2025 and no sales, signaling confidence and limited selling pressure .
- Ownership alignment: Beneficial ownership increased from 7,080 to 9,630 shares (<1% of outstanding), plus unvested RSUs with defined vest dates; no pledging disclosed, and dividends accrue on RSUs, modestly enhancing long-term alignment .