Marissa S. Nacinovich
About Marissa S. Nacinovich
Dr. Marissa S. Nacinovich was appointed as an independent, non-employee director of Norwood Financial Corp (NWFL) and its bank subsidiary on September 16, 2025, and will serve in the director class whose term expires at the 2028 Annual Meeting . She holds a Doctor of Dental Medicine from Temple University (Omicron Kappa Upsilon and Stomatognathic Honor Society) and has practiced in Wayne County since 2007; she became a full partner at Zefran Dental Group in 2009 . Her appointment is reflected in NWFL’s S-4 and S-4/A signature pages naming her as Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zefran Dental Group | Dentist; Full Partner | Joined 2007; Partner since 2009 | Longstanding local practitioner; community presence |
| Forest City Regional High School | Commencement Speaker | 2022 | Recognized speaker; community engagement |
| Various local bodies (Wayne County organizations) | Volunteer/Advocate | Multi-year | Service to Wayne County Children’s Christmas Bureau, Wayne Highland School District, youth sports programs |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wayne County Children’s Christmas Bureau | Volunteer | Not disclosed | Community support |
| Wayne Highland School District | Volunteer | Not disclosed | Education support |
| Local youth sports programs | Volunteer | Not disclosed | Youth development |
| Wayne Choralaires; Gram Baxtr | Performer | Not disclosed | Community arts participation |
Board Governance
- Appointment: Director as of September 16, 2025; term to expire at the 2028 Annual Meeting .
- Committee assignments: Not disclosed as of this filing; she “will receive the same compensation paid to other non-employee directors” and is eligible under the 2024 Equity Incentive Plan .
- Independence: NWFL states non-employee directors are independent per Nasdaq rules; her independence status was not explicitly stated in the September 17, 2025 8-K (ordinary-course bank loan relationships disclosed; see Related Party section) .
- Meeting cadence and attendance context: In fiscal 2024, the Company’s Board held 12 regular and 2 special meetings; no director attended fewer than 75% of the total meetings and committees on which they served .
- Board leadership change context: On September 16, 2025, Dr. Andrew A. Forte was named Chairman; Kevin Lamont named Vice Chairman (same 8-K announcing Nacinovich’s appointment) .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Company Board meeting fee | $750 per Company board meeting attended | Applies to non-employee directors |
| Bank monthly retainer | $5,250 per month | Each non-employee Bank director; Chairman receives +$1,250/month |
| Committee meeting fees | $750 per meeting (Trust, Audit, Compensation, Loan) | Non-employee directors |
| Insurance | Company-paid life insurance up to $50,000 | Non-employee directors |
| Eligibility for director equity | Eligible for options and restricted stock under 2024 Plan | Stated for Nacinovich at appointment |
NWFL reported total director fees paid across all directors of approximately $783,000 for fiscal year 2024 . Nacinovich’s appointment occurred in September 2025; specific 2025 cash totals for her are not yet disclosed .
Performance Compensation
| Equity Feature | Grant/Amount | Vesting | Change-in-Control | Dividends | Applicability |
|---|---|---|---|---|---|
| Outside Director RSU grant (Dec 24, 2024) | 825 shares per Outside Director | 5 equal annual installments beginning one year from grant | RSUs vest immediately upon CoC | Dividends paid on unvested RSUs | Standard program; Nacinovich was appointed in 2025 but is eligible for future awards under the 2024 Plan |
| Options (director) | Not disclosed for 2025 | N/A | N/A | N/A | Eligible under 2024 Plan; no specific option grant to Nacinovich disclosed |
- Performance metrics tied to director compensation: None disclosed; director equity awards are time-based (no TSR/financial hurdles for directors) .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Notes |
|---|---|---|---|
| Norwood Financial Corp (NWFL) | Public | Director | Appointed 9/16/2025; term to 2028 class |
| Other public company boards | Public | N/A | None disclosed in NWFL filings |
| Private/non-profit boards | Non-profit/community | Volunteer/Contributor | Multiple local organizations; no disclosed corporate interlocks |
Expertise & Qualifications
- Doctor of Dental Medicine (Temple University), honors: Omicron Kappa Upsilon; Stomatognathic Honor Society .
- Nearly two decades practicing in Wayne County; partner in local dental group since 2009 .
- Recognized speaker and active community volunteer across education, youth programs, and local arts .
- Deep local market familiarity—valuable for community banking strategy and stakeholder relations .
Equity Ownership
| Holder | Security | Amount | Ownership Form | % of Shares Outstanding |
|---|---|---|---|---|
| Marissa S. Nacinovich | Common Stock | 200 shares | Direct (D) | ~0.002% (200 ÷ 9,264,200 shares outstanding as of 11/1/2025 ) |
| Derivatives | — | — | — | — |
- Initial statement of beneficial ownership filed on Form 3 (Event Date: 09/16/2025) lists 200 common shares, direct ownership; no derivative securities reported .
- Hedging/pledging policy: NWFL has not adopted an anti-hedging or anti-pledging policy for directors; such transactions are not prohibited, which can weaken alignment if used .
Insider Filings
| Date | Form | Non-Derivative Shares | Derivative | Notes |
|---|---|---|---|---|
| 09/30/2025 (event 09/16/2025) | Form 3 | 200 (D) | None | Initial statement of beneficial ownership |
Related Party Transactions (Conflict Review)
- Ordinary-course bank loans: “In the normal course of its business as a financial institution, the Bank has granted business loans to Ms. Nacinovich or her related business interests.” Largest aggregate outstanding principal balance in fiscal 2024 was $32,983; terms were comparable to those with other customers and did not involve more than normal risk or unfavorable features .
- Policy context: NWFL states loans to directors/executives are approved by the entire Board in advance, with the director abstaining from voting .
Governance Assessment
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Positives:
- Strong local market knowledge and longstanding community ties that support NWFL’s community banking franchise .
- Appointment fills board succession needs following leadership changes (new Chairman/Vice Chairman), aligning with refreshed governance .
- Director equity awards are time-based and include dividend rights; clear vesting schedule and accelerated vesting terms disclosed .
-
Risk indicators and potential red flags:
- Related-party banking relationship (business loans to Nacinovich/affiliates) requires continued oversight; while ordinary-course, it introduces potential perceived conflicts—mitigated by full Board approval and abstention protocols .
- No anti-hedging/anti-pledging policy for directors; allowing hedging or pledging could reduce alignment with shareholders if used .
- Committee assignments and independence determination for Nacinovich not yet disclosed; investors should monitor subsequent proxy/8-K updates for committee roles and engagement metrics .
- Equity awards for directors vest immediately upon change-in-control—can be viewed as less performance-linked and potentially misaligned with long-term retention during transactions .
-
Shareholder support context:
- April 22, 2025 meeting showed strong support for the auditor ratification and director nominees up for election, indicating stable investor sentiment; Nacinovich was appointed later (September 2025), so her election support will be visible in 2026 meeting results .
Overall, Dr. Nacinovich brings valuable community-centric expertise and stakeholder connectivity to NWFL’s board. Key governance monitoring items include formal independence confirmation, committee assignments/attendance disclosures, and oversight of related-party banking ties alongside NWFL’s permissive hedging/pledging stance .