Steven Sliver
About Steven C. Sliver
Steven C. Sliver, age 70, is an independent director of Juniata Valley Financial Corp. (JUVF) and The Juniata Valley Bank, serving since 2023. He is a CPA with a B.S. in Economics from the Wharton School and a Certificate of Professional Development from Wharton’s Aresty Institute; he retired in 2022 as President & CEO (and previously Chief Risk Officer) of Mutual Benefit Group and currently chairs its Investment Committee as a director. At JUVF, he serves on the Audit, Personnel & Compensation, Trust, and Loan Committees, and is designated an SEC “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Mutual Benefit Group | President & CEO; Chief Risk Officer; Investment Committee Chair (board) | 1992–2022 (employee); continues on board post-retirement | Led P&C insurer; investment oversight as committee chair |
| Millers Mutual Insurance Co. | Chief Operating Officer; Treasurer; Vice President | Prior to 1992 | Senior operating and finance leadership |
| Main Lafrentz & Co. (now part of KPMG) | Staff Accountant | Prior to 1992 | Public accounting for insurance and bank clients |
| Pennsylvania Blue Shield | Director of Corporate Financial Support | Prior to 1992 | Corporate finance leadership |
| Keystone Technologies, Inc. | Controller | Prior to 1992 | Financial control at subsidiary |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mutual Benefit Group | Director; Chair, Investment Committee | Current | Continues service after 2022 retirement |
| Accenture Insurance Advisory Board | Advisory Board Member | Prior affiliation | Industry advisory role |
| Professional affiliations | Member | Prior affiliations | National Association of Mutual Insurance Companies (NAMIC), NAMICO, Pennsylvania Association of Mutual Insurance Companies (PAMIC) |
Board Governance
- Independence: The board determined Mr. Sliver is independent under NASDAQ standards; 7 of 8 directors are independent.
- Committees: Audit; Personnel & Compensation; Trust; Loan. Not disclosed as chair of any committee.
- Audit financial expert: The board designated Mr. Sliver (and Mr. Wagner) as SEC “financial experts” on the Audit Committee.
- 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.
- Tenure on JUVF board: Director since 2023.
- Board leadership: Chair and CEO roles are separated; Chair schedules executive sessions of non‑employee directors.
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | All Other Comp. ($) | Total ($) |
|---|---|---|---|
| 2024 | 27,900 | 49 (dividends on RS) | 28,863 |
| 2023 | 19,600 | 0 | 19,600 |
- Fee policy: Annual base director fee was $20,400 in 2024 (minimum of 10 regular meetings), plus $300 per committee/special meeting ($500 if Audit chair; $400 if other chair). In 2023, the annual base director fee was $19,200 with the same per‑meeting framework.
- Plans for directors: Restricted stock awards to directors have three‑year cliff vesting with dividends and voting rights during vesting.
Performance Compensation (Director)
| Item | 2024 | 2023 | Vesting / Metrics |
|---|---|---|---|
| Stock awards (grant‑date fair value) | $914 | $0 | Director RS awards vest on a three‑year cliff; directors receive dividends and voting rights; no performance metrics disclosed for director equity. |
No director performance metrics (e.g., EPS/ROAE) are tied to Mr. Sliver’s compensation; those metrics apply to executive incentives, not director pay.
Other Directorships & Interlocks
| Company | Role | Interlock / Notes |
|---|---|---|
| Mutual Benefit Group | Director; Investment Committee Chair | External role; separate from JUVF. |
| Mutual Benefit Insurance Company (separate entity) | — | Another JUVF director (Bradley Wagner) serves on Mutual Benefit Insurance Company’s board and audit committee, indicating a potential network overlap across “Mutual Benefit” entities. |
Expertise & Qualifications
- CPA; Wharton B.S. in Economics; Wharton Aresty executive certificate.
- Deep financial services experience (property & casualty and health insurance), with emphasis on leverage, risk, and balancing short‑term performance vs. long‑term sustainability.
- Community and industry engagement: United Way, Rotary, Junior Achievement, local business & industry; prior affiliations with NAMIC, NAMICO, PAMIC, and Accenture Insurance Advisory Board.
- SEC “financial expert” designation on Audit Committee underscores technical accounting and oversight depth.
Equity Ownership
| As-of Date | Beneficial Ownership (shares) | Shares Outstanding | Ownership (%) |
|---|---|---|---|
| Feb 28, 2025 | 1,384 | 5,016,727 | ~0.03% (1,384 / 5,016,727) |
| Feb 23, 2024 | 1,274 | 5,000,518 | ~0.03% (1,274 / 5,000,518) |
- Note: Beneficial ownership totals for directors include any awarded restricted shares (which can be voted during vesting).
- Hedging/pledging policy: In 2024 the company noted it did not yet have a formal hedging policy but anticipated adopting one before the next annual meeting; in 2025, the company referenced its Insider Trading Policy (filed as an exhibit) but did not expressly state the hedging policy status.
Governance Assessment
Strengths
- Independence and committee breadth: Independent director with service on Audit and Personnel & Compensation—key levers of oversight—and designation as an SEC financial expert.
- Attendance and engagement: Board met 12 times in 2024; no director fell below 75% attendance; all directors attended the 2024 annual meeting.
- Compensation governance: P&C Committee (of which he is a member) used an independent consultant (Herbein) in 2024; the committee reported no conflicts of interest.
- Related‑party oversight: No related‑party transactions requiring disclosure; loans to insiders at market terms; code requires pre‑approval to avoid conflicts.
Attention areas / potential red flags
- Interlock/overlap: Another JUVF director (Wagner) serves on the board of Mutual Benefit Insurance Company while Mr. Sliver serves on Mutual Benefit Group’s board—entities with related naming—creating potential perception of network interlocks; monitoring for any related‑party dealings remains prudent.
- Hedging policy disclosure: 2024 disclosure indicated no formal hedging policy yet; while the 2025 proxy references the Insider Trading Policy, explicit hedging restrictions were not reiterated—clarity on hedging/pledging would strengthen alignment assurances.
- Director equity is time‑based (no performance conditions), which provides alignment via ownership but limited pay-for-performance sensitivity at the director level.
Committee Snapshot (activity context)
| Committee | 2024 Meetings | 2023 Meetings | Mr. Sliver’s Role |
|---|---|---|---|
| Audit | 6 | 4 | Member; SEC “financial expert” |
| Personnel & Compensation | 4 | 3 | Member |
| Trust | Not disclosed | Not disclosed | Member |
| Loan | Not disclosed | Not disclosed | Member |
Director Compensation Mix (Structure)
| Year | Cash Fees ($) | Equity ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 27,900 | 914 (restricted stock) | 49 (dividends) | 28,863 |
| 2023 | 19,600 | 0 | 0 | 19,600 |
- Equity terms: Three‑year cliff vesting; dividends and voting rights during vesting; no performance conditions for director equity.
- Fee framework increased YoY (base annual fee from $19,200 in 2023 to $20,400 in 2024), with unchanged per‑meeting fees—indicative of modest adjustment, not aggressive pay escalation.
Summary for Investors
- Mr. Sliver brings seasoned financial, risk, and audit expertise, with formal SEC “financial expert” status, and is active on core oversight committees—favorable for board effectiveness.
- No related‑party or committee interlock concerns disclosed; independent comp consultant utilized. Monitoring advisable around Mutual Benefit board overlaps and explicit hedging policy status to ensure continued alignment and to pre‑empt perceived conflicts.