Joseph C. Michetti, Jr.
About Joseph C. Michetti, Jr.
Independent Chairman of the Board at LINKBANCORP, Inc. since September 2021 (following the GNB merger); age 70; licensed attorney since 1979 and partner at Diehl, Dluge, Michetti & Michetti. Previously served as director and Chairman of GNB Financial Services/Gratz Bank (since 2007), bringing legal and business acumen to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LINKBANCORP, Inc. | Chairman of the Board | 2021–present | Independent Chair; separates Chair/CEO roles |
| GNB Financial Services, Inc. / Gratz Bank | Director; Chairman of the GNB Board | Director since 2007 (pre-merger) | Led board; banking governance background |
| Diehl, Dluge, Michetti & Michetti (Law Firm) | Partner; Attorney (licensed) | 1979–present | Legal expertise relevant to bank governance |
External Roles
| Entity | Type | Role | Notes |
|---|---|---|---|
| Public company boards | Public | None | Company disclosure: other than one director (Parmer at AMST), LINK directors hold no other public company directorships |
Board Governance
- Role and independence: Independent Chairman; CEO role held separately by Andrew Samuel—structure highlighted as optimal for shareholder interests .
- Committees: Not listed as a member of Audit (Jones, Chair), Compensation (Parmer, Chair), or Nominating & Corporate Governance (Koppenhaver, Chair) committees .
- Attendance/engagement: Board met 13 times in 2024; except for Director Pierson, all directors met the 75% attendance threshold. All but two directors attended the May 23, 2024 annual meeting (both excused) .
- Shareholder support (2025 election): Strong re-election margin.
Director Election – May 22, 2025 For Against Abstain Broker Non-Votes Joseph C. Michetti, Jr. 27,528,723.30 644,445.00 81,408.08 3,612,321 - Governance policies: Anti-hedging policy prohibits hedging/derivative transactions; Corporate Governance Guidelines posted; independent key committees .
Fixed Compensation
| Component | Amount/Term | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $30,000 | Payable if 75%+ attendance |
| Additional Board Chair retainer | $5,000 | For Chair of the Board (Michetti) |
| Committee chair fee (if applicable) | $2,500 | For chairs of Audit, Compensation, Risk, Nominating & Governance; Michetti not listed as chair of these |
| Total cash fees earned (2024) | $35,000 | Reported for Michetti |
| Directors’ deferred compensation (election-based) | N/A | Michetti may defer director fees; accrues interest at 150% of avg 1-year Treasury; distributions at death, termination or age 65 per election |
Performance Compensation
| Equity Element | 2024 Amount | Structure/Terms |
|---|---|---|
| Restricted Stock/Units (grant-date fair value) | $13,160 | Reported for Michetti; as of 12/31/24 directors (incl. Michetti) held 2,000 restricted shares |
Plan features affecting directors’ equity:
- Minimum vesting: ≥95% of awards vest no earlier than 1 year (death/disability/CIC exceptions) .
- Double-trigger CIC: Unvested time-based awards vest upon qualifying termination following a change in control; performance awards vest at greater of actual or target per plan terms .
- No dividends before vesting on RS/RSUs; no option repricing or cash buyouts without shareholder approval; clawbacks apply; holding periods may be required; anti-hedging/pledging restrictions apply .
Other Directorships & Interlocks
| Entity | Role | Interlock/Conflict |
|---|---|---|
| None disclosed | — | Company states (apart from one director at AMST) directors hold no other public-company boards; no Michetti interlocks disclosed |
Expertise & Qualifications
- Licensed attorney since 1979; partner at a regional law firm—brings legal and governance expertise. Former Chairman at GNB/Gratz Bank, enhancing community bank oversight experience .
- Serves as independent Board Chair at LINK, reinforcing oversight independence and risk governance separation from management .
Equity Ownership
| Ownership Detail (as of Apr 4, 2025) | Shares/Status |
|---|---|
| Total beneficial ownership | 112,481 |
| Of which: joint w/ spouse | 32,358 |
| Spouse (individual) | 591 |
| IRA | 59,269 |
| Unvested restricted stock | 1,600 |
| RSUs vesting within 60 days | 666 |
| Shares pledged as collateral | None (directors/NEOs) |
| Anti-hedging policy | Prohibits hedging/derivatives by directors |
Governance Assessment
- Positives for investor confidence:
- Independent Chair with strong 2025 re-election support; separation of Chair/CEO roles aligns with best practices .
- Transparent director pay structure, modest cash retainer plus time-based equity; use of independent compensation consultant (Meridian) with no conflicts found .
- Clear anti-hedging/no-pledging posture and clawbacks in equity plans; minimum vesting and double-trigger CIC protections reduce misalignment risk .
- Meaningful personal ownership with diversified forms (joint, IRA) and unvested equity, signaling alignment; no pledging .
- Watch items / potential red flags:
- Director deferred compensation credits interest at 150% of the average 1-year Treasury—while linked to market rates, above-market crediting can draw scrutiny if material; however, it applies to deferred fees (elective) and is broadly available (also to another director) .
- Related-party transaction review disclosed bank-insider loans under standard terms and certain subordinated note investments tied to another director; no Michetti-specific related-party transactions >$120k disclosed since 1/1/2023 .
- Overall: Michetti’s independent chairmanship, attendance threshold compliance, straightforward pay mix, and anti-hedging/no-pledging posture support governance quality and alignment. No disclosed conflicts or attendance issues specific to Michetti; external public-board interlocks are absent, reducing conflict risk .