Alexandra K. Nolan
About Alexandra K. Nolan
Alexandra K. Nolan, age 67, has served as an independent director of Norwood Financial Corp (NWFL) since 2020 following the acquisition of UpState New York Bancorp, Inc.; she previously served as director (2010–2020) and Vice Chairwoman (since 2016) of UpState and USNY Bank, and held finance/analysis roles at Time Warner’s LIFE Magazine, Shearson/Lehman Brothers, and American Express . Her biography emphasizes 33+ years of community involvement and local market knowledge; she is a continuing nominee for a term expiring in 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UpState New York Bancorp, Inc. | Director; Vice Chairwoman | Director since 2010; Vice Chairwoman since 2016 | Led board oversight prior to 2020 merger with NWFL |
| USNY Bank | Director | Since 2010 | Local market banking oversight |
| Time Warner’s LIFE Magazine | Editorial Finance Manager | — | Finance and budgeting leadership |
| Shearson/Lehman Brothers | Director of Branch Analysis and Planning | — | Branch analytics and planning |
| American Express (Gov’t Affairs Office) | Analyst | — | Regulatory/government affairs analysis |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| UpState New York Bancorp, Inc. | Vice Chairwoman; Director | Prior | Role ended at 2020 acquisition; integrated into NWFL |
| USNY Bank | Director | Prior | Role ended at 2020 acquisition |
Board Governance
- Committee assignments: Compensation Committee member (2024 composition: Lamont, Matergia, Gifford, Nolan; met 1x in FY2024) .
- Committee assignments: Nominating Committee member (2024 composition: Lamont, Matergia, Nolan, Forte; met 1x in FY2024) .
- Independence: Members of Compensation and Nominating Committees determined independent per Nasdaq rules .
- Audit Committee: Not a member; Audit Committee comprised of Forte, Phillips, Matergia, Hungerford, Gifford (met 5x in FY2024) .
- Attendance and engagement: No director attended fewer than 75% of Company board/committee meetings in FY2024; Company Board held 12 regular and 2 special meetings; Bank Board held 12 regular; independent directors did not meet in executive session in 2024 .
- Prior year engagement: In FY2023, no director attended fewer than 75%; independent directors met 6 times in executive session; Company Board held 5 regular and 3 special meetings; Bank Board held 12 regular meetings .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash (USD) | $77,250 | $84,750 |
| Stock Awards – Grant-Date Fair Value (USD) | $20,762 | $22,481 |
| Option Awards (USD) | $0 | $0 |
| All Other Compensation (USD) | $75 | $75 |
| Total Director Compensation (USD) | $98,087 | $107,306 |
| Unvested Restricted Stock Awards (Units) | 1,660 | 2,025 |
- Compensation structure: Non-employee Wayne Bank directors receive a $5,250 monthly retainer; meeting fees of $750 per Company board meeting and $750 per committee meeting (Trust, Audit, Compensation, Loan); Chairman receives an additional $1,250 per month; life insurance up to $50,000; total director fees paid across all directors were ~$783,000 in FY2024 .
- Director Retainer Shares: Effective July 1, 2024, $1,000 per month of Bank director retainer paid in shares (“Director Retainer Shares”), subject to 6-month sale lockup and compliance with stock ownership guidelines; capped at 500 shares per director per calendar year and 5,000 in aggregate under the plan .
Performance Compensation
| Equity Component | FY 2023 | FY 2024 |
|---|---|---|
| Annual Restricted Stock Grant – Fair Value (USD) | $20,762 | $22,481 |
| Options Granted | None | None |
| Unvested Restricted Shares Outstanding (Units) | 1,660 | 2,025 |
- Vesting schedule: Outside director restricted stock generally vests over 3 years, one-third annually; accelerated to 100% upon change in control; Director Retainer Shares are earned 100% at grant but restricted from transfer for 6 months and until ownership guideline compliance is met .
- Performance metrics: NWFL does not disclose performance metrics tied to director compensation; equity awards for directors are service-vested with no disclosed TSR/financial targets .
Other Directorships & Interlocks
| Company/Institution | Role | Interlock Notes |
|---|---|---|
| UpState New York Bancorp, Inc. | Vice Chairwoman; Director | Prior board; no current NWFL interlock disclosed |
| USNY Bank | Director | Prior board; no current NWFL interlock disclosed |
Expertise & Qualifications
- Finance and analysis experience spanning editorial finance (Time Warner LIFE), branch analytics (Shearson/Lehman), and government affairs (American Express) .
- Regional market familiarity: 33+ years of community involvement cited as a source of local economy insight and business development knowledge .
Equity Ownership
| Metric | As of Dec 31, 2023 | As of Dec 31, 2024 |
|---|---|---|
| Common Stock Beneficially Owned (Shares) | 271,263 | 283,702 |
| Percent of Class (%) | 3.3% | 3.1% |
| ESOP Shares Excluded? | Yes (ESOP 84,557 shares excluded; trustees vote proportionally) | Yes (ESOP 82,706 shares excluded; trustees vote proportionally) |
| Unvested Restricted Stock Excluded? | Yes (2014 Plan awards excluded) | Yes (2014 & 2024 Plan awards excluded) |
Governance Assessment
- Independence and committee engagement: Independent director serving on Compensation and Nominating Committees in FY2024 and FY2023; active participation with no attendance shortfalls reported either year .
- Ownership alignment: Material personal stake (3.1% in 2024; 3.3% in 2023) supports alignment with shareholders; additional annual restricted stock grants and Director Retainer Shares program further strengthen equity alignment .
- Compensation structure: Balanced mix of cash retainer/meeting fees and time-vested equity; no stock options; modest other benefits (life insurance premiums) .
- Potential conflicts/related party exposure: No related-party transactions or pledging/hedging disclosures involving Ms. Nolan identified in the latest proxies; ESOP trustee voting mechanics noted for directors generally but ESOP shares are excluded from individual beneficial ownership .
- Red flags: Single-trigger acceleration of outside director restricted stock upon change in control (common in small-cap banks but reduces at-risk horizon); independent directors did not meet in executive session in FY2024 (after six sessions in FY2023), which may modestly decrease independent oversight signal year-over-year .
- Committee composition changes: Compensation and Nominating Committees reduced by one member each from 2023 to 2024; Nolan remained a member throughout, signaling continuity of influence on nominations and pay oversight .