Ralph A. Matergia
About Ralph A. Matergia
Ralph A. Matergia is an independent director of Norwood Financial Corp (NWFL), first elected in 2004, and was nominated for a new three-year term ending at the 2028 annual meeting . He is 75 years old and a founding partner of Matergia and Dunn (Stroudsburg, PA), where he has practiced law for over 50 years; he previously served as Solicitor for the Monroe County Treasurer for over 30 years and as Solicitor for the Borough of Stroudsburg from 1979 to 2016 . The Board determined he is independent under Nasdaq rules, noting his firm occasionally performs work for the Bank but that the small volume did not impair independence .
Past Roles
| Organization | Role | Tenure/Timing | Committees/Impact |
|---|---|---|---|
| Matergia and Dunn (Law Firm) | Founding Partner; Attorney | Practice of 50+ years | Longstanding legal experience; local market knowledge cited by Board |
| Monroe County Treasurer (PA) | Solicitor | 30+ years | Government/legal advisory experience |
| Borough of Stroudsburg (PA) | Solicitor | 1979–2016 | Municipal legal oversight; community ties |
External Roles
| Organization | Role | Public/Private/Non-Profit | Notes |
|---|---|---|---|
| None disclosed | — | — | The 2025 proxy discloses no other current public company directorships for Mr. Matergia . |
Board Governance
- Independence: The Board determined Matergia is independent under Nasdaq rules; it considered occasional legal work by his firm for the Bank and concluded independence is not affected due to low volume .
- Board/Committee service and attendance: The Company board met 12 regular and 2 special times in 2024; the Bank board met 12 times. No director attended fewer than 75% of aggregate board and committee meetings in 2024. All then-serving directors attended the 2024 Annual Meeting .
- Committee assignments (2024):
- Audit Committee (member); the committee met 5 times in 2024 .
- Compensation Committee (member); met 1 time in 2024 .
- Nominating Committee (member); met 1 time in 2024 .
- Leadership structure: Chair and CEO roles are separated (Chair: Lewis J. Critelli; CEO: James O. Donnelly) .
- Executive sessions: Independent directors did not meet in executive session during 2024 (governance nuance for investors to note) .
Fixed Compensation
| Component | Amount/Structure | Source |
|---|---|---|
| 2024 Fees Earned or Paid in Cash (Matergia) | $79,500 | |
| 2024 All Other Compensation (life insurance premium) | $53 | |
| Total Director Compensation (Matergia) | $102,034 | |
| Company Board Meeting Fee (per meeting) | $750 | |
| Bank Board Monthly Retainer (non-employee directors) | $5,250 per month | |
| Additional Monthly Retainer for Board Chair (Bank) | $1,250 per month | |
| Committee Meeting Fees (Trust, Audit, Compensation, Loan) | $750 each |
Notes: Cash/equity mix for 2024 (by grant date fair value) approximates 78% cash ($79,500) and 22% equity ($22,481), based on the amounts below .
Performance Compensation
| Equity Award Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting | Change-in-Control | Dividends |
|---|---|---|---|---|---|---|
| Restricted Stock (Outside Director annual grant) | Dec 24, 2024 | 825 shares (per Outside Director) | Included in 2024 “Stock Awards”: $22,481 (Matergia) | 5 equal annual installments, beginning 1 year from grant | Vests immediately upon a change in control | Dividends payable prior to vesting |
| Sources | — | — | — | — | — | — |
Performance metrics for director equity: None disclosed; director awards are time-based restricted stock (no explicit performance conditions) .
Other Directorships & Interlocks
| Company | Exchange | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | — | — | No public company directorships or interlocks disclosed in the 2025 proxy . |
Expertise & Qualifications
- Legal and municipal expertise: Founding partner and long-serving solicitor roles with deep local government and regulatory experience .
- Board rationale: The Board cites his participation in the local community for over 48 years as enhancing knowledge of the local economy and business opportunities for the Bank .
- Tenure and continuity: Director since 2004, nominated for a new three-year term through 2028, providing long institutional memory and local-market context .
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial Ownership (Common Stock) | 26,403 shares (as of record date) | |
| Percent of Class | <1% (table indicates “*” less than 1%) | |
| Shares Outstanding (Record Date) | 9,262,592 | |
| Stock Options (Exercisable within 60 days) | 1,300 options | |
| Unvested Restricted Stock (Director, as of 12/31/2024) | 2,025 shares | |
| Pledged/Hedged Shares | No pledging/hedging prohibitions; no pledges disclosed |
Notes: The company has not adopted anti-hedging or anti-pledging prohibitions, which is atypical for many public companies and can be perceived as a governance risk; no specific pledging by Matergia is disclosed in the proxy .
Governance Assessment
-
Strengths
- Independence affirmed despite limited legal services provided by his firm; Board concluded volume is not material to independence .
- Active committee service across Audit, Compensation, and Nominating, supporting board effectiveness and oversight breadth .
- Attendance: No director fell below the 75% threshold in 2024; full attendance at the 2024 Annual Meeting noted .
- Ongoing equity grants to directors (time-vested restricted stock) provide basic ownership alignment through multi-year vesting .
-
Watch items and potential red flags
- Hedging/pledging policy gap: The company has not adopted anti-hedging or anti-pledging prohibitions for directors; hedging is not prohibited, which may weaken alignment with long-term shareholders .
- Compensation alignment oversight: In 2024, the Board approved a $1,500,000 annual bonus pool even though net income was negative; as a Compensation Committee member, Matergia shares oversight for pay decisions that relied on discretion in a loss year, which some investors may critique relative to pay-for-performance standards .
- Executive sessions: Independent directors did not meet in executive session in 2024, limiting opportunities for independent deliberation without management present .
- Related-party sensitivity: His law firm occasionally performs work for the Bank; although deemed immaterial, investors should monitor for volume changes or expanded scope that could create conflicts .
-
Director Compensation Mix (2024)
- Cash fees: $79,500; equity grant fair value: $22,481; all other comp: $53; total: $102,034. Mix is weighted to cash (~78% cash / ~22% equity), typical for small-cap/community banks but with limited at-risk director pay levers .
-
Overall view
- Matergia brings longstanding legal and local-market expertise and remains independent under Nasdaq standards, with solid attendance and broad committee participation .
- Key governance risks to monitor are firm-level rather than individual-specific: absence of anti-hedging/pledging prohibitions; discretionary bonus funding in a loss year; and lack of independent executive sessions in 2024. His related-party exposure is currently small and monitored by the Board .
Director Compensation (detail)
| Metric (2024) | Amount | Source |
|---|---|---|
| Fees Earned or Paid in Cash | $79,500 | |
| Stock Awards (grant-date fair value) | $22,481 | |
| All Other Compensation (life insurance) | $53 | |
| Total | $102,034 | |
| Annual Outside Director RSU grant (shares) | 825 (each Outside Director) | |
| RSU Vesting | 5 equal annual installments beginning 1 year after grant | |
| RSU Change-in-Control treatment | Immediate vesting | |
| RSU Dividend Rights | Dividends payable prior to vesting |
Related-Party Exposure
- The Board considered work occasionally done by Matergia’s law firm for the Bank and concluded that, due to the small volume of work, his independence is not impaired .
- The company’s related-party transaction policy requires that loans and similar transactions with directors or officers be on substantially the same terms as comparable third-party transactions and approved by the full Board with the interested director abstaining .
Additional Reference Points
- Board meetings in 2024: Company (12 regular, 2 special); Bank (12) .
- Committee activity in 2024: Audit (5 meetings), Compensation (1), Nominating (1) .
- Shares outstanding at record date (for beneficial ownership context): 9,262,592 .
- Matergia beneficial ownership: 26,403 shares; options exercisable within 60 days: 1,300; unvested director RSUs at 12/31/2024: 2,025 .
- Nomination status: Standing for a new three-year term expiring in 2028 .