James Shook
About James Shook
James Shook was appointed as an independent director of Norwood Financial Corp (NWFL) and its subsidiary Wayne Bank on September 16, 2025, with his term aligned to expire at the 2027 Annual Meeting of Stockholders . He filed his initial insider ownership on Form 3 on September 17, 2025, and executed a Section 16 power of attorney on September 17, 2025 . A lifelong Hawley, PA resident, Shook is a community leader and entrepreneur, President/Owner of Lake Region Supermarket for 25 years, Wayne County Commissioner (elected 2023), and a consultant to Bozzuto’s Incorporated . Age and educational credentials are not disclosed in company filings.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Lake Region Supermarket | President & Owner | 25 years | Grew into multi-million-dollar operation; IGA International (2006) and U.S. Retailer of the Year (2019) |
| Wayne County (PA) | County Commissioner | Elected 2023; current | Chair of Wayne County Prison Board; Board member Wayne Pike Workforce Alliance |
| Bozzuto’s Incorporated | Consultant | Current | Industry consulting (food distribution) |
| Community leadership (multiple) | Founder/Leader | Various | Founded Lake Region Community Dock Foundation; leadership roles in Lake Wallenpaupack Watershed, Chamber of the Northern Poconos, Workforce Investment Board; local honors incl. Salvation Army “Doing Good” (2016), Atlas Award (2023), “James Shook Day” (2017) |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Lake Region Community Dock Foundation | Founder | Ongoing | Supports emergency services, students, families in need |
| Lake Wallenpaupack Watershed Management District | Leadership role | Ongoing | Regional environmental stewardship |
| Chamber of the Northern Poconos | Leadership role | Ongoing | Business community leadership |
| Wayne County Workforce Investment Board | Leadership role | Ongoing | Workforce development |
Board Governance
- Appointment and independence: Appointed September 16, 2025; board disclosed “no understandings or arrangements” tied to selection; will receive the same compensation as other non‑employee directors and be eligible for equity under the 2024 Equity Incentive Plan . Independence status was not explicitly stated for Shook in filings (independence list predates his appointment) .
- Board leadership: Roles separated—Chairman (Andrew A. Forte as of Sept 16, 2025) and CEO (James O. Donnelly) .
- Committees (boardwide): Audit Committee (Forte [Chair], Phillips, Matergia, Hungerford, Gifford) met 5x in 2024 ; Compensation Committee (Lamont, Matergia, Gifford, Nolan) met 1x in 2024 ; Nominating Committee (Lamont, Matergia, Nolan, Forte) met 1x in 2024 . Shook’s specific committee assignments not yet disclosed .
- Attendance: In 2024, no director attended fewer than 75% of meetings; independent directors did not meet in executive session in 2024 . Shook joined in 2025; his attendance is not disclosed.
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Wayne Bank monthly retainer (non‑employee directors) | $5,250 per month | Paid to all non‑employee bank directors |
| Company board meeting fee | $750 per Company board meeting | CEO does not receive board fees |
| Committee meeting fees | $750 per committee meeting (Trust/Audit/Compensation/Loan) | Standard for all directors |
| Chairman premium | $1,250 per month (Chairman only) | Not applicable to Shook |
| Life insurance benefit | Company pays premiums up to $50,000 coverage per non‑employee director | Standard benefit |
| Director Deferred Fee Plan | Elect to defer fees; credited at WSJ prime +200 bps, capped at 9% (min 2%) | Subject to non‑compete/non‑solicit; unsecured liability of Company/Bank |
| Director Retainer Shares (equity in lieu of cash) | $1,000 of Bank monthly retainer paid in shares; 6‑month sale lockup; must comply with stock ownership guidelines; 500 shares per calendar year limit | Effective July 1, 2024; shares are 100% earned on award |
Shook will receive the same non‑employee director compensation and be eligible for options/RSUs under the 2024 Plan going forward .
Performance Compensation
| Instrument | Grant practice | Vesting / Acceleration | Caps / Other |
|---|---|---|---|
| Restricted stock to Outside Directors | Example FY2024 grant: 825 shares to each Outside Director on Dec 24, 2024 | Vests in 3 equal annual installments beginning 1 year from grant; immediate vesting on Change in Control; death/disability earns next vesting tranche | Aggregate cap 50,000 shares to Outside Directors over life of 2024 Plan; annual 1,200 shares per director; lifetime 12,000 shares per director |
| Stock options to Outside Directors | Eligible under 2024 Plan; exercise price ≥ FMV | First exercisable no faster than 100% at 1 year; remain exercisable up to 10 years; death/disability earns next vest; immediate full vest on Change in Control | Aggregate cap 52,000 shares to Outside Directors; annual limit 2,000 options per director; lifetime 10,000 options per director |
| Clawback / recovery | Awards subject to Dodd‑Frank Section 10D and Company clawback policy; SOX 304 recovery language included | Applies upon required restatements due to material non‑compliance | — |
| Anti‑hedging / pledging policy | Company has not adopted anti‑hedging or anti‑pledging prohibitions for directors/officers/employees | Hedging is not prohibited; cashless option exercises permitted | RED FLAG |
No director performance metrics (e.g., TSR, EBITDA) are tied to director equity or fees; director compensation is time‑based with plan‑level clawback and ownership‑guideline constraints .
Other Directorships & Interlocks
- Public company boards: None disclosed for Shook .
- Private/non‑profit boards: Multiple local organizations (see External Roles) .
- Interlocks/related parties: Not disclosed for Shook; board policy requires any director/officer loans to be on market terms and pre‑approved by full Board with abstention by the interested party . The 8‑K disclosed normal‑course business loans to Director Marissa Nacinovich’s interests; no such disclosure for Shook .
Expertise & Qualifications
- Entrepreneurial operator: Built and ran a large regional supermarket business with multi‑million‑dollar scale and workforce leadership (>80 employees) .
- Government and civic leadership: Elected County Commissioner; chairs prison board; workforce alliance board; extensive non‑profit leadership .
- Industry recognition: IGA International Retailer of the Year (2006), U.S. Retailer of the Year (2019); Salvation Army “Doing Good” (2016); Atlas Award for Citizenship (2023) .
Equity Ownership
| Security | Amount | Ownership form | Notes |
|---|---|---|---|
| Common Stock | 1,030 shares | Direct (D) | Form 3 as of 09/16/2025 |
| Common Stock | 409 shares | Indirect (I) via Lake Region Supermarket Inc. | Form 3 as of 09/16/2025 |
| Total beneficial ownership | 1,439 shares | Direct + Indirect | — |
| Ownership as % of shares outstanding | ~0.016% (1,439 / 9,262,592) | Computed using outstanding shares at 03/04/2025 | — |
| Options/derivatives | None reported | — | Table II blank on Form 3 |
| Pledged/hedged | Not disclosed for Shook; company allows hedging/pledging (no prohibition) | RED FLAG | Policy context only |
Governance Assessment
-
Positives:
- Deep local market knowledge and operating discipline from long‑tenured private‑sector leadership; broad civic network that can support community banking franchise development .
- Initial equity ownership and ongoing Director Retainer Shares structure improve alignment; plan prohibits option repricing without shareholder approval and includes clawback language .
- Board continues with split Chair/CEO structure (Chair: Forte; CEO: Donnelly), aiding oversight .
-
Risks / RED FLAGS:
- No anti‑hedging/anti‑pledging policy for directors—misalignment risk if personal hedging reduces exposure to stock performance .
- Single‑trigger change‑of‑control acceleration for director equity can reduce sale discipline (automatic vesting) .
- Compensation oversight signal: despite negative FY2024 net income, Board approved a $1.5M cash bonus pool—raises questions on pay-for-performance rigor; while executive‑focused, this reflects Compensation Committee judgment Shook will join or interact with .
- Committee assignments, independence designation, and attendance for Shook are not yet disclosed—investors lack visibility into his committee workload and engagement .
-
Related‑party exposure:
- Bank policy requires full Board approval for loans to directors/executives and market terms ; no Shook‑specific related‑party transactions disclosed as of his appointment .
Insider Filings & Attendance
| Date | Form | Key Details |
|---|---|---|
| 09/16/2025 | Appointment | Appointed to NWFL and Wayne Bank boards; non‑employee director comp; eligible under 2024 Equity Plan; no arrangements; term to 2027 AGM |
| 09/17/2025 | Form 3 | 1,030 shares direct; 409 shares indirect via Lake Region Supermarket Inc.; no derivative securities reported |
| 09/17/2025 | Power of Attorney | Section 16 POA naming James O. Donnelly and John M. McCaffery as attorneys‑in‑fact |
| 09/19/2025 | S‑4 Signature | Listed as Director in registration statement signatures |
| 10/08/2025 | S‑4/A Signature | Listed as Director in amended registration statement signatures |
Notes on Committee Structure (Boardwide context)
- Audit Committee: Forte (Chair), Phillips, Matergia, Hungerford, Gifford—5 meetings in FY2024; all members independent under Nasdaq rules .
- Compensation Committee: Lamont, Matergia, Gifford, Nolan—1 meeting in FY2024; all members independent .
- Nominating Committee: Lamont, Matergia, Nolan, Forte—1 meeting in FY2024; all members independent .
Shook’s committee assignments have not been disclosed in filings to date .
Director Compensation Mix (FY2024 reference structure)
| Metric | Value | Vesting / Terms |
|---|---|---|
| Annual cash (Bank retainer) | $63,000 ($5,250/month) | Monthly; director retainer shares replace first $1,000 monthly into equity |
| Company board meeting fees | $750 per meeting | Per meeting |
| Committee meeting fees | $750 per meeting | Per committee |
| FY2024 outside director RSUs | 825 shares granted Dec 24, 2024 | 3‑year graded vest; dividends paid prior to vesting; accelerated on CoC; death/disability earns next tranche |
Shook (appointed in 2025) will align to this structure going forward per the Company’s 8‑K disclosure .
Equity Plan & Ownership Guidelines
- 2024 Equity Incentive Plan caps: 500,000 total shares; restricted stock caps for employees (125,000) and outside directors (50,000); option caps for outside directors (52,000) .
- Director Retainer Shares: in lieu of first $1,000 of monthly cash retainer; transfer restricted for 6 months and until in compliance with stock ownership guidelines; maximum 500 shares per director per year . Specific director ownership guideline thresholds are not detailed in filings .
Summary Implications
- Shook adds small‑business operating expertise and strong local networks—useful to a community bank’s credit/economic development lens .
- Governance alignment from ongoing equity grants and retainer shares, with clawback framework in place .
- Investors should monitor: (i) committee assignments and attendance for Shook, (ii) adherence to ownership guidelines, (iii) any hedging/pledging activity given policy permissiveness, and (iv) Compensation Committee’s alignment of incentives with performance (notably the FY2024 bonus decision) .