Dr. Andrew A. Forte

About Dr. Andrew A. Forte

Dr. Andrew A. Forte, age 66, has served as Director and Vice Chairman of the Board since 2007. He is President of Forte, Inc., which operates the Stroudsmoor Country Inn in Stroudsburg, PA; he holds a Doctoral Degree in management from Pace University’s Lubin School of Business and is a Certified Public Accountant, formerly an Audit Manager at KPMG through June 1985 . The Board determined he is independent under Nasdaq rules, and designated him an “Audit Committee Financial Expert” .

Past Roles

External Roles

Board Governance

• Roles: Vice Chairman of the Board; Director on both Norwood Financial Corp and Wayne Bank boards .
• Committee assignments: Audit Committee (Chair); Nominating Committee member .
• Independence: Board determined Forte is independent under Nasdaq standards; Audit Committee members meet Nasdaq independence standards .
• Attendance/engagement: In FY2024, Company Board held 12 regular and 2 special meetings; Bank Board held 12 regular meetings; Audit Committee met 5 times; Nominating Committee met once; Compensation Committee met once. No director attended fewer than 75% of total Board and committee meetings; independent directors did not meet in executive session in 2024 .
• Risk oversight: Audit Committee has primary oversight of risk management and internal audit reporting; Forte chairs this committee .

Fixed Compensation

Director fee structure (program-level, applies to non-employee directors):

• Company Board meeting fee: $750 per meeting; Wayne Bank monthly retainer: $5,250; Chairman receives additional $1,250/month; committee meeting fees: $750 for Trust, Audit, Compensation, Loan Committees; total director fees paid to all directors ≈ $783,000 in FY2024 .

Performance Compensation

Performance conditions for director equity: Time-based vesting; no performance metrics tied to director restricted stock awards (explicit time-vesting structure disclosed) .

Other Directorships & Interlocks

Expertise & Qualifications

• CPA and former KPMG Audit Manager; Doctoral Degree in management (Pace University, Lubin School of Business) .
• Designated Audit Committee Financial Expert; Independent director under Nasdaq rules .
• Local-market expertise through 40+ years of community participation; business operator in hospitality .

Equity Ownership

Note: As of Dec 31, 2024, the director awards table shows no stock option awards outstanding for Dr. Forte, while the beneficial ownership footnote indicates the right to acquire 1,300 shares via options within 60 days of Mar 4, 2025 .

Governance Assessment

• Strengths:

  • Independent director; Audit Committee Chair and SEC-defined Financial Expert, enhancing financial oversight quality .
  • Vice Chairman tenure since 2007 provides continuity; no director fell below 75% attendance in 2024, indicating baseline engagement .
  • Meaningful, albeit small, share ownership and outstanding restricted stock, supporting alignment through equity .

• Concerns/RED FLAGS:

  • Company explicitly lacks anti-hedging and anti-pledging prohibitions for directors and officers—misalignment risk if hedging/pledging is used; cashless option exercises permitted .
  • Board approved a $1,500,000 bonus pool for NEOs despite negative FY2024 net income, indicating high discretionary pay latitude; while Forte is not on the Compensation Committee, the broader governance environment tolerates discretionary awards in down years .
  • Related-party lending with directors and affiliates exists (typical for community banks) but is overseen via written policies and full Board approval with abstentions; continued vigilance warranted on terms/risk .

• Additional notes:

  • Director equity awards are time-vested restricted stock with immediate vest on change-in-control—standard but can accelerate alignment concerns around CIC events .
  • No disclosure of other public company directorships or interlocks for Dr. Forte; biography emphasizes local business leadership .

Supporting Details and Program Disclosures