John M. McCaffery
About John M. McCaffery
John M. McCaffery, age 60, is Executive Vice President, Chief Financial Officer, and Secretary of Norwood Financial Corp (NWFL) and Wayne Bank, appointed effective June 24, 2024, with 30+ years of leadership and finance experience including prior CFO and Chief Risk Officer roles at Newtek Bank, Bridge Bancorp, and Dime Community Bancorp, and most recently SVP & Treasurer at Metropolitan Commercial Bank . Company performance context around his early tenure: for Q2 2024 NWFL reported diluted EPS of $0.52, ROAA of 0.75%, ROATCE of 11.26%, and net interest margin (fte) of 2.79% . The company’s “Pay vs Performance” TSR disclosure shows a $100 investment value of $138.40 for 2023, providing historical TSR context pre-dating his appointment .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Metropolitan Commercial Bank | Senior Vice President & Treasurer | Not disclosed | Treasury leadership at a growth-oriented commercial bank |
| Newtek Bank, N.A. | Executive Vice President & Chief Financial Officer | Not disclosed | CFO oversight at a fintech-enabled banking platform |
| Bridge Bancorp | Executive Vice President & Chief Financial Officer | Not disclosed | Public company CFO; supported merger execution |
| Dime Community Bancorp (post-merger) | Senior Executive Vice President & Chief Risk Officer | Not disclosed | Enterprise risk leadership post-Bridge/Dime merger |
Tenure years for prior roles were not disclosed; sequence reflects most recent to earlier positions .
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed | — | — | — |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $340,000 per annum | Effective 6/24/2024; subject to future increases |
| Car Allowance | $600 per month | Cash perquisite |
| Annual Cash Bonus (2024) | $85,000 target-level award | Structured as $25,000 equity + $60,000 cash (see below) |
Performance Compensation
| Incentive Type | Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| 2024 Annual Cash Bonus (Sign-On Structure) | Not disclosed; agreement provided target-level award | Not disclosed | 25% of salary ($85,000) | $60,000 cash paid in Q1’25 | Immediate payment (cash portion) |
| 2024 Sign-On Equity Award (Restricted Stock) | Not disclosed | Not disclosed | $25,000 equity value | 1,004 shares granted | Vests 20% annually over 5 years, starting one year after grant; accelerates upon change-in-control or involuntary termination without Just Cause |
| Future Annual Cash Bonus Awards | Company and individual goals | Not disclosed | Committee-established annually | Not disclosed | Not applicable |
Company-wide annual cash incentive plan: since 2019, bonus pool generally based on % of pre-tax earnings; clawback policy adopted in 2023 to recover erroneously awarded compensation . In 2024, Board approved a $1,500,000 bonus pool even though net income for the year was negative; allocations to NEOs discretionary (CFO’s 2024 award was set by employment agreement) .
Equity Ownership & Alignment
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| John M. McCaffery | 3,000 | <1% | As of record date March 4, 2025 |
| Unvested Restricted Stock (Sign-On) | 1,004 shares | — | Vests 20% annually starting one year post-grant; accelerates upon change-in-control or involuntary termination without Just Cause |
| Options | None disclosed | — | No option awards listed for McCaffery in outstanding awards table |
- Hedging/Pledging: The company does not prohibit hedging or pledging for directors, officers, or employees; restricted shares cannot be sold or pledged prior to vesting (transfer restrictions in plan documents) .
- Stock ownership guidelines: Not disclosed for executive officers; director guidelines are referenced in director retainer shares context (not applicable to executives) .
Employment Terms
| Term | Provision |
|---|---|
| Effective Date & Role | CFO and Secretary effective June 24, 2024 |
| Agreement Term | 36 months from 6/24/2024; auto-renews 12 months annually unless notice; employment remains terminable at will by either party |
| Benefits | Eligible for standard employee benefits; $600/month car allowance |
| 2024 Bonus Structure | Target-level award of $85,000; $25,000 as sign-on equity; $60,000 cash paid Q1 2025 |
| Severance (without Cause, no CIC) | Lump-sum equal to one year of base salary; payable within 10 days of termination; 1-year non-compete and non-solicit |
| Change-in-Control (CIC) Severance | Double-trigger cash severance: 200% of Base Salary if terminated without Cause within 1 year post-CIC or resigns within 90 days for Good Reason after CIC; plus pro rata annual cash bonus for the plan year of CIC |
| Equity Acceleration | Sign-on restricted stock accelerates upon CIC or involuntary termination without Just Cause ; plan-level RS/Options for NEOs vest upon CIC (general design) |
| 280G Cutback | CIC-related payments reduced so as not to exceed tax-deductible limits under IRC §280G |
| Clawback | Incentive-Based Compensation Recovery Policy (Dodd-Frank §954; Exchange Act §10D; NASDAQ rules); recovery of erroneously awarded incentive compensation and SOX §304 recoveries |
Performance & Track Record
- Background breadth: Over three decades across treasury, CFO, and enterprise risk leadership at multiple publicly-traded and regulated institutions; recent finance leadership at Metropolitan Commercial Bank and prior CFO/CR roles at Newtek Bank, Bridge Bancorp/Dime Community Bancorp .
- Company operating context at appointment: Q2 2024 net income of $4.213M, ROAA 0.75%, ROATCE 11.26%, NIM (fte) 2.79%; six-month diluted EPS of $1.07, reflective of rising funding costs and higher provision for credit losses in 2024 .
- TSR reference: Company’s historical TSR for 2023 shows $100 investment value of $138.40, providing pre-appointment performance baseline .
Compensation Structure Analysis
- Mix and guarantees: 2024 included a contractually specified target-level cash bonus and sign-on equity despite a negative full-year net income and a Board-approved discretionary bonus pool; this indicates some guaranteed onboarding economics amid adverse results .
- Equity risk profile: Restricted stock with five-year, straight-line vesting and single-trigger acceleration upon CIC increases the probability of accelerated payouts in transaction scenarios; absence of anti-hedging/anti-pledging policy is a governance misalignment risk .
- At-risk vs fixed: Base salary $340k with future annual cash bonus tied to Company and individual performance; clawback policy mitigates restatement-related risk on incentive compensation .
- Repricing/Modification: Plan prohibits option repricing or buyouts without stockholder approval (mitigates red flag); awards subject to clawback and legal compliance .
Equity Ownership & Alignment (Detail)
| Item | Detail |
|---|---|
| Ownership % | Less than 1% of shares outstanding |
| Vested vs Unvested | Sign-on RS: unvested; vests 20% annually starting one year after grant |
| Pledging/Hedging | Allowed by company policy; restricted shares cannot be pledged pre-vesting |
| Ownership Guidelines | Not disclosed for executives |
Risk Indicators & Red Flags
- No anti-hedging/anti-pledging policy for executives (misalignment risk relative to best practices) .
- Single-trigger RS acceleration upon change-in-control for directors and NEOs (equity can vest without termination), paired with double-trigger cash severance (mixed alignment signals) .
- 2024 discretionary bonus pool approved despite negative net income (pay-for-performance scrutiny point), though CFO’s 2024 award was contractual .
- 280G cutback language reduces excise tax exposure; mitigates shareholder unfriendly tax gross-ups (no gross-ups disclosed) .
Investment Implications
- Retention and turnover risk: One-year non-compete/non-solicit and one-times base salary severance mitigate abrupt departures; double-trigger CIC severance at 2x salary provides transaction security but can increase deal-related costs .
- Alignment and selling pressure: Five-year RS vesting starting in 2025 implies steady supply as shares vest; absence of anti-hedging/anti-pledging heightens misalignment and potential hedging activity risk, though pledged shares are not disclosed .
- Pay-for-performance optics: Contractual 2024 target bonus and equity during a year with negative net income, alongside a discretionary bonus pool, may draw investor scrutiny; clawback policy is a positive offset .
- Execution profile: Deep CFO/treasury/risk background across public banks supports disciplined balance sheet and risk oversight; near-term operating metrics show margin pressure from funding costs, framing the performance bar for incentive design in 2025+ .