Kevin M. Lamont
About Kevin M. Lamont
Independent director of Norwood Financial Corp (Norwood/Wayne Bank) since 2011 following the acquisition of North Penn Bancorp; age 66; current board term expires in 2026. President of Lamont Development Company, a developer/operator of assisted living communities; licensed Nursing Home Administrator in Pennsylvania since 1980; prior Chairman of North Penn Bancorp and North Penn Bank, bringing extensive business management and finance experience and deep local market knowledge to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| North Penn Bancorp, Inc. | Chairman of the Board | Until acquisition by Norwood on May 31, 2011 | Led board; banking governance experience carried into Norwood board service |
| North Penn Bank | Chairman of the Board | Until acquisition by Norwood on May 31, 2011 | Community banking leadership; governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lamont Development Company, Inc. | President | Not disclosed | Developed, owned, and operated two major assisted living communities in Northeast Pennsylvania |
| Pennsylvania Nursing Home Administration | Licensed Nursing Home Administrator | Since 1980 | Longstanding operational/regulatory expertise in senior care |
Board Governance
- Independence: The board determined Mr. Lamont is independent under Nasdaq standards (board considered ordinary-course deposit/loan relationships when assessing independence) .
- Committees and roles (2024 cadence shown):
- Compensation Committee – Member; committee met 1 time in 2024 .
- Nominating Committee – Member; committee met 1 time in 2024 .
- Attendance and engagement: Board held 12 regular and 2 special meetings in 2024; no director attended fewer than 75% of board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Board leadership and risk oversight: Chair and CEO roles are separated (non-executive Chair); Audit Committee has primary oversight of risk and met 5 times in 2024 .
- Executive sessions: Independent directors did not meet in executive session during 2024 (potential governance concern) .
Fixed Compensation (Director)
| Year | Cash Fees (Board/Committee/Retainers) | Stock Awards (Grant-Date Fair Value) | All Other Compensation | Total |
|---|---|---|---|---|
| 2024 | $85,500 | $22,481 | $76 | $108,057 |
- Director fee structure: Non-employee Wayne Bank directors receive a $5,250 monthly retainer; committee meeting fees are $750 per meeting (Trust, Audit, Compensation, Loan); Chair receives an additional $1,250 monthly retainer; the CEO receives no board fees .
Performance Compensation (Director Equity and Terms)
| Item | Detail |
|---|---|
| Award type | Restricted stock awarded to each Outside Director (time-based) |
| Most recent grant | 825 shares on December 24, 2024 to each Outside Director |
| Vesting | Vests in five equal annual installments beginning one year from grant; dividends paid on underlying shares prior to vesting |
| Change in control | Director awards vest immediately upon a change in control |
| Death/Disability | Award deemed earned as if the director attained the next vesting event |
| Performance metrics | None disclosed for director equity; awards are service-based time vesting (no performance conditions stated) |
Other Directorships & Interlocks
| Company/Organization | Role | Public/Private | Dates | Notes |
|---|---|---|---|---|
| North Penn Bancorp, Inc. (acquired) | Chairman | Public (pre-acquisition) | Through 2011 | Prior public company board leadership; acquired by Norwood |
| Current other public company boards | None disclosed in the proxy | — | — | No additional public company directorships listed for Mr. Lamont |
Expertise & Qualifications
- Business, financial, and operating experience as President of Lamont Development; deep knowledge of Northeastern Pennsylvania markets; licensed Nursing Home Administrator since 1980 with extensive management and finance experience; prior chair roles at banking institutions contribute to governance depth .
Equity Ownership
| Ownership Metric | Amount/Detail |
|---|---|
| Beneficial ownership (Record Date: Mar 4, 2025) | 136,008 shares; 1.5% of outstanding |
| Options exercisable within 60 days (Record Date basis) | 1,300 shares (included in beneficial ownership per footnote) |
| Unvested restricted stock (12/31/2024) | 2,025 shares |
| Director equity grant cadence | 825 restricted shares granted 12/24/2024 to each Outside Director; five-year ratable vest; dividends paid |
Note: As of 12/31/2024, the director award holdings table shows no outstanding stock option awards for Mr. Lamont, while beneficial ownership footnotes as of the March 4, 2025 Record Date include 1,300 shares acquirable via options within 60 days; timing/reference date differences may explain this discrepancy .
Governance Assessment
-
Positives
- Independent director with long tenure, prior chair experience, and local market expertise; serves on Compensation and Nominating Committees; met board/committee attendance thresholds in 2024 .
- Meaningful share ownership at 1.5% of outstanding, with ongoing restricted stock awards that align director interests with shareholders through equity exposure and dividend participation .
-
Watch items / RED FLAGS
- No anti-hedging or anti-pledging policy adopted by the company for directors, officers, or employees (misalignment risk if hedging/pledging were used) .
- Independent directors did not hold executive sessions in 2024, limiting independent oversight signaling .
- Compensation Committee met only once in 2024 (cadence may be viewed as light relative to best practices) .
-
Related-party exposure and conflicts
- The board explicitly considered ordinary-course deposit and loan relationships in independence determinations; transactions with directors are on substantially the same terms as for unrelated parties, with all such loans approved in advance by the full board (director abstains) .
- No specific related-party transactions involving Mr. Lamont are disclosed beyond general policy; no legal proceedings disclosed in his biography .