Diane Poillon
About Diane Poillon
Independent director of LINKBANCORP, Inc. (LNKB); age 55; director since 2019. President and Chief Executive Officer of Willow Valley Associates with 30 years of hospitality and real estate experience, including prior roles as COO, Executive Vice President of Focus Service Hotels, Director of Learning & Development, Director of Safety, and Manager of Family Restaurant. Active community leader with board roles at Lancaster General Health Foundation, Lancaster Chamber of Commerce & Industry, and Water Street Mission. Not a director of any other publicly traded company per LNKB’s proxy; independence affirmed under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Willow Valley Associates | President & CEO | 30 years | Real estate and business expertise; broad operating leadership (COO; EVP Focus Service Hotels; L&D; Safety) cited for LNKB nomination. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lancaster General Health Foundation | Board member | Not disclosed | Community leadership recognized in LNKB nomination. |
| Lancaster Chamber of Commerce & Industry | Board member | Not disclosed | Regional business engagement. |
| Water Street Mission | Board member | Not disclosed | Non-profit governance. |
Board Governance
- Independence: Board determined all directors except Messrs. Samuel, Breda, and Harrison are independent; Poillon is independent under Nasdaq Listing Rules.
- Attendance: Board met 13 times in 2024; except for Director Pierson, all directors met the 75% attendance threshold across board and committee meetings. LNKB expects directors to attend the annual meeting; 19 attended on May 23, 2024 (two excused).
- Committee assignments: 2025 committee rosters list Audit (Jones, Doane, Flake, Snyder, Wheatley), Compensation (Parmer, Pierson, Tressler, Lehman, Albertine), and Nominating & Corporate Governance (Koppenhaver, Parmer, Pierson, Snead) — Poillon is not listed on these primary committees. The Board also has an Enterprise Risk Management Committee (chair Pommerening) and the Bank Board has a Directors Loan Committee; specific membership for these was not disclosed.
- Board leadership: Chairman Joseph C. Michetti, Jr. is independent; CEO is separate, supporting independent oversight.
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Annual cash retainer | $30,000 | $30,000 |
| Committee chair fee (if any) | Not applicable (not chair) | Not applicable (not chair) |
| Board chair add’l retainer | Not applicable (not chair) | Not applicable (not chair) |
- LNKB structure: Non‑employee directors who attend ≥75% receive $30,000 cash retainer; committee chairs receive +$2,500; Board Chair receives +$5,000. Paid quarterly.
Performance Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Equity grant (grant‑date fair value) | $14,000 (restricted stock award) | $13,160 (RSUs) |
| Equity type held (as of 12/31/2024) | 2,000 restricted shares; 5,000 options outstanding | 2,000 restricted shares; 5,000 options outstanding |
Vesting mechanics:
- Restricted Stock Awards: vest annually in equal installments over 5 years.
- Restricted Stock Units: vest annually in equal installments over 3 years.
Plan safeguards:
- Annual equity cap for non‑employee directors: $50,000 grant‑date fair value.
- Anti‑repricing and no cash buyouts of underwater options without prior shareholder approval.
- Double‑trigger vesting upon change in control; robust clawback provisions; anti‑hedging policy.
Other Directorships & Interlocks
| Company | Type | Role | Notes |
|---|---|---|---|
| None (public) | N/A | N/A | LNKB states no directors serve on other public company boards except George Parmer (Amesite Inc.). |
| Lancaster General Health Foundation | Non‑profit | Director | Community/healthcare foundation board. |
| Lancaster Chamber of Commerce & Industry | Non‑profit/business | Director | Regional commerce organization. |
| Water Street Mission | Non‑profit | Director | Social services organization. |
- Related‑party/transactions: LNKB discloses related‑party notes purchases and loans involving Director George Parmer’s entities; no transactions >$120,000 involving Poillon are disclosed since Jan 1, 2023. Loans to directors, if any, are made on market terms and compliant with regulations.
Expertise & Qualifications
- Real estate and hospitality operator with 30 years of experience; executive leadership across operations, safety, HR development.
- Community leadership across healthcare, commerce, and mission‑driven non‑profits.
- Independent governance profile; not on management; no other public board roles.
Equity Ownership
| Holding | Amount | Notes |
|---|---|---|
| Shares owned directly | 9,951 | Includes 1,600 unvested restricted shares and 666 RSUs scheduled to vest within 60 days of April 4, 2025. |
| Options exercisable within 60 days | 5,000 | Listed among options exercisable within 60 days. |
| Total beneficial ownership | 14,951 | As defined by SEC beneficial ownership rules. |
| Ownership % of outstanding | <1% | Calculated per LNKB table; less than 1%. |
| Shares pledged as collateral | None | LNKB states no director or NEO has pledged shares. |
| Anti‑hedging policy | Prohibits hedging of company stock. |
Governance Assessment
- Alignment: Modest but tangible ownership (restricted stock, RSUs, options), no pledging, and anti‑hedging policy support alignment; annual director equity capped at $50,000 mitigates pay inflation.
- Independence and attendance: Independent; met ≥75% meeting/committee attendance threshold in 2024, supporting engagement.
- Committee influence: Not on Audit, Compensation, or Nominating committees, limiting direct oversight influence; risk oversight exists via ERM Committee at board level (chair Pommerening), though specific membership for Poillon not disclosed.
- Conflicts: No related‑party transactions disclosed for Poillon; LNKB’s related‑party monitoring via Audit Committee and twice‑yearly reviews reduces conflict risk.
- Compensation structure: Balanced cash/equity mix; equity has long‑dated time‑based vesting; plan features include double‑trigger change‑in‑control vesting and clawbacks, supporting investor confidence.
Red flags: None disclosed specific to Poillon (no pledging, no hedging, attendance above threshold, no related‑party transactions).