Meg L. Hungerford
About Meg L. Hungerford
Independent director of Norwood Financial Corp (NWFL) since 2017; age 48 as of the 2025 proxy record. She serves as School Business Manager for Walton Central School District (NY) and holds governance roles in regional nonprofits and insurance entities. Background includes a decade as Director of Finance for the City of Oneonta (2009–2019) and prior bank board/audit committee service; the Board affirms her independence under Nasdaq standards. Current NWFL board term runs through 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Oneonta (NY) | Director of Finance | 2009–2019 | Municipal finance leadership |
| Delaware Bancshares, Inc. / The National Bank of Delaware County | Director; Audit Committee member | 2010–July 2016 (until acquisition by NWFL) | Audit oversight experience |
External Roles
| Organization | Role | Tenure / Status | Notes |
|---|---|---|---|
| Walton Central School District (NY) | School Business Manager | Current | Operational and financial management |
| Headwaters Emergency Medical Services, Inc. | Board Treasurer | Current | Nonprofit emergency services governance |
| NYMIR – New York Municipal Insurance Reciprocal | Director | Current | Insurance/municipal risk expertise |
Board Governance
- Independence: The Board determined Ms. Hungerford is independent (Nasdaq standards).
- Committee assignments (2024): Audit Committee member; not on Compensation or Nominating committees. Audit Committee met 5x in 2024; 4x in 2023.
- Attendance: No director attended fewer than 75% of Board and committee meetings in 2024 and 2023.
- Executive sessions: Independent directors did not meet in executive session during 2024; they met six times in 2023.
- Chair roles: None; Audit Committee Chair is Dr. Andrew A. Forte.
Shareholder support – most recent election:
| Annual Meeting | Director | For | Withheld | Broker Non‑Vote |
|---|---|---|---|---|
| Apr 23, 2024 | Meg L. Hungerford | 4,411,821 | 113,444 | 1,787,445 |
Fixed Compensation
Compensation structure (non-employee directors):
- Bank board monthly retainer: $5,250; Board Chair receives +$1,250/month; Company board meeting fees: $750/meeting; committee meeting fees: $750 for Audit, Compensation, Trust, Loan. Company provides life insurance up to $50,000.
- Director Deferred Fee Plan available; deferred amounts earn WSJ Prime + 200 bps (capped at 9%, floor 2%); non-compete breaches reduce crediting to 2%.
- Equity grants: On Dec 24, 2024, each outside director received 825 restricted shares; vest in 5 equal installments beginning 1 year from grant; accelerate on change-in-control, death, or disability.
Director pay (reported for fiscal years):
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash | $75,000 | $79,500 |
| Stock Awards (grant date fair value) | $20,762 | $22,481 |
| All Other Compensation (incl. benefits) | $2,755 (includes long-term care premium) | $2,755 (includes long-term care premium) |
| Total | $98,517 | $104,736 |
Performance Compensation
- Directors do not receive performance-based bonuses; equity awards are time-based RSUs/Restricted Stock. 2024 director awards vest in 5 equal annual tranches; accelerate upon change-in-control/death/disability. No performance metrics disclosed for director equity.
- Company-wide clawback policy applies to incentive-based compensation; the 2024 Equity Incentive Plan subjects awards to recoupment policies and Dodd‑Frank/Exchange Act Section 10D.
Award design details (Directors):
| Award Type | Grant/Program | Vesting | Performance Metrics |
|---|---|---|---|
| Restricted Stock | 825 shares granted 12/24/2024 | 20% per year starting 1 year from grant; accelerates on CIC/death/disability | None disclosed |
Other Directorships & Interlocks
- Other current public company boards: None disclosed.
- Prior public company: Delaware Bancshares, Inc. (director; audit committee) until acquired by NWFL in July 2016.
Expertise & Qualifications
- Financial and operational administration in municipal/school systems; prior public-company bank board and audit committee experience; current NY municipal insurance governance role.
- Audit oversight continuity as a standing member of NWFL’s Audit Committee.
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| Common Stock Beneficially Owned (Record Date Mar 4, 2025) | 7,118 shares (<1% of class) |
| Options exercisable within 60 days of Record Date | 1,300 shares |
| Unvested Restricted Stock (as of Dec 31, 2024) | 2,025 shares |
| Shares Outstanding (Record Date for 2025 meeting) | 9,262,592 shares |
Notes:
- Beneficial ownership excludes unvested restricted stock; options exercisable within 60 days are included per proxy footnotes.
- Director stock ownership guidelines exist; “Director Retainer Shares” may not be sold unless in compliance with guidelines (specific multiples not disclosed).
Governance Assessment
Strengths
- Independent director with municipal finance and prior bank audit chair experience; continues to serve on NWFL’s Audit Committee (committee independence affirmed).
- Consistent attendance; no director below 75% in 2024 and 2023; shareholder support strong in 2024 re‑election.
- Clawback provisions and equity plan safeguards (no option repricing without shareholder approval).
Risk indicators and RED FLAGS
- No anti‑hedging or anti‑pledging policy for directors, officers, or employees (misalignment risk).
- Independent directors did not meet in executive session during 2024 (weaker independent oversight signal year‑over‑year).
- Director equity awards are time‑based, not performance‑conditioned; plan provides full vesting on change‑in‑control, which can have anti‑takeover effects.
- Compensation governance context: Board approved a $1.5 million discretionary bonus pool for 2024 despite negative net income, indicating high discretion at the Compensation Committee/Board level (Ms. Hungerford is not on the Compensation Committee).
Related-party exposure
- Policy states director/officer loans and related transactions are on market terms and approved by the full Board with the interested party abstaining; no specific related‑party transactions disclosed for Ms. Hungerford.
Attendance and engagement
- All then‑serving directors attended the 2024 Annual Meeting; Board met 12 regular and 2 special sessions in 2024; Audit Committee met 5 times.