Jeffrey S. Gifford
About Jeffrey S. Gifford
Independent director of Norwood Financial Corp (Norwood/Wayne Bank) since 2020 via the UpState New York Bancorp, Inc. acquisition; age 69; current board term expires in 2026. He is Chairman and CEO of The Birkett Mills (buckwheat/wheat products; Penn Yan and King Ferry, NY); previously CEO of Crooked Lake Management, Inc. (holding company for Carey’s Lumber & Building Supply and Carey’s True Value) from 1991–2016; prior Chair roles include UpState New York Bancorp, Inc. (since 2016) and USNY Bank (since 2015) and community/economic development leadership in upstate New York (e.g., Yates County Industrial Development Agency). The board has determined he is independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| UpState New York Bancorp, Inc. | Chairman of the Board | Since 2016 | Board leadership; NWFL director upon 7/7/2020 acquisition |
| USNY Bank | Chairman of the Board | Since 2015 | Board leadership; NWFL director upon 7/7/2020 acquisition |
| Crooked Lake Management, Inc. (Carey’s Lumber & Building Supply and Carey’s True Value) | Chief Executive Officer | 1991–2016 | Led operating companies in Penn Yan, NY |
| Genesee Reserve Supply (Rochester, NY) | President and Chairman | Not disclosed | Industry cooperative leadership |
| Yates County Industrial Development Agency | Chairman | Not disclosed | Local economic development leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Birkett Mills | Chairman and Chief Executive Officer | Current | Manufacturer of buckwheat and wheat products; mills in Penn Yan and King Ferry, NY |
Board Governance
- Independence: Board determined Gifford (and other named directors) are independent under Nasdaq Global Market standards. No Audit Committee exceptions; Audit members meet Nasdaq independence standards.
- Committee assignments: Audit Committee member; Compensation Committee member. Audit Committee chaired by Dr. Andrew A. Forte (also designated Audit Committee Financial Expert).
- Attendance: In 2024, no director attended fewer than 75% of total Board and committee meetings on which they served. All then-serving directors attended the 2024 Annual Meeting of Stockholders.
- Executive sessions: Independent directors did not meet in executive session during 2024.
- Board structure and risk oversight: Separate Chair (non-executive) and CEO roles; Audit Committee primarily oversees risk (internal audit reports to Audit Committee).
2024 Board and Committee Activity
| Body | Meetings (2024) |
|---|---|
| Norwood Board of Directors | 12 regular, 2 special |
| Wayne Bank Board | 12 regular |
| Audit Committee | 5 |
| Compensation Committee | 1 |
| Independent Director Executive Sessions | 0 |
Fixed Compensation
2024 Director Compensation – Jeffrey S. Gifford
| Component | Amount (USD) |
|---|---|
| Fees earned or paid in cash | $81,750 |
| Stock awards (grant-date fair value) | $22,481 |
| Option awards | — |
| All other compensation | $75 |
| Total | $104,306 |
Director and Committee Fee Schedule (structure)
| Fee Component | Amount |
|---|---|
| Norwood (Company) Board meeting fee (per meeting) | $750 |
| Wayne Bank monthly director retainer (non-employee) | $5,250 per month |
| Additional monthly retainer for Board Chair | $1,250 per month |
| Committee meeting fees (Trust, Audit, Compensation, Loan) | $750 per meeting |
| Life insurance coverage for non-employee directors | Up to $50,000 |
Director Deferred Fee Plan available (non-qualified): directors may defer fees; credited interest equals WSJ Prime + 200 bps (min 2%, max 9%); rate retroactively reduced to 2% if non-compete/non-solicit breached.
Performance Compensation
Director Equity Awards and Vesting
| Item | Detail |
|---|---|
| Annual outside director grant (12/24/2024) | 825 restricted shares to each outside director |
| Vesting | 5 equal annual installments beginning one year from grant; accelerates upon change in control; death/disability deemed earned to next vest; dividends payable on unvested shares |
| Gifford 2024 director equity value | $22,481 grant-date fair value |
| Unvested director restricted stock held by Gifford at 12/31/2024 | 2,025 shares |
Note: Director equity grants are time-based restricted stock (no disclosed performance metrics for director equity awards).
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Current public company boards | Not disclosed in proxy |
| Prior public company boards | UpState New York Bancorp, Inc. (Chairman; acquired by Norwood 7/7/2020) |
| Private company boards/roles | The Birkett Mills (Chairman & CEO); USNY Bank (Chairman) |
| Compensation Committee interlocks | None disclosed |
Expertise & Qualifications
- Business leadership: CEO/Chairman of The Birkett Mills; prior CEO of Crooked Lake Management, with decades of operating and financial leadership in regional manufacturing and retail.
- Board leadership: Chaired UpState New York Bancorp and USNY Bank prior to NWFL acquisition.
- Regional knowledge: Strong local ties and community leadership over 33+ years bring market insight and opportunities to Wayne Bank.
- Audit oversight exposure: Serves on NWFL Audit Committee (Audit Committee Financial Expert designation resides with Dr. Forte).
Equity Ownership
Beneficial Ownership and Outstanding Awards (as of record date March 4, 2025 unless noted)
| Item | Amount |
|---|---|
| Common stock beneficially owned | 148,725 shares (1.6% of class) |
| Note on beneficial ownership | Excludes unvested restricted stock under 2014/2024 plans |
| Unvested restricted stock (director awards) at 12/31/2024 | 2,025 shares |
| Stock options outstanding (director) | — |
ESOP trustee note: Directors, as ESOP trustees, disclaim beneficial ownership of 82,706 ESOP-held shares voted in proportion to participant directions.
Governance Assessment
- Positives
- Independent director with multi-decade operating and board leadership; serves on both Audit and Compensation Committees, supporting board effectiveness.
- Attendance threshold met (≥75%) across Board/committees; all directors attended 2024 Annual Meeting.
- Meaningful stock ownership (1.6% of outstanding), plus unvested director RSAs, indicating alignment.
- Risk indicators / areas for scrutiny
- Independent directors did not hold executive sessions in 2024—a governance practice many investors expect at least annually or quarterly.
- The company has no anti-hedging or anti-pledging policy; hedging/derivative transactions are not prohibited for directors or officers. This is a governance red flag for alignment.
- As a member of the Compensation Committee, Gifford participated in 2024 compensation oversight when the Board approved a $1.5 million discretionary bonus pool despite negative net income; this may attract investor scrutiny on pay-for-performance rigor.
- Related-party framework discloses director/officer loans and transactions are at market terms and pre-approved by the full Board; no specific unfavorable related-party transactions disclosed for Gifford.
Overall: Gifford brings valuable operating and board leadership with solid ownership alignment and active committee roles. Key governance watch items are the absence of an anti-hedging/pledging policy, lack of independent director executive sessions in 2024, and the Compensation Committee’s discretionary bonus pool decision in a loss year.