Ronald R. Schmalzle
About Ronald R. Schmalzle
Independent director of Norwood Financial Corp (NWFL). Age 64; joined the Board on July 16, 2024; current term expires in 2027. Background includes elected public service (second-term Pike County Commissioner) and operating experience as President and Co‑Owner of Recreation Management Corp. (Ski Big Bear at Masthope Mountain; Costa’s Family Fun Park), with prior roles as a consultant and former Executive Director at Camping Management Corp. He is classified as an independent director under Nasdaq standards; no director attended fewer than 75% of board/committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Camping Management Corp. | Consultant; former Executive Director | Not disclosed | Industry/operator expertise |
| Pike County Hotel Tax Board | Former Chairman | Not disclosed | Tourism/economic development exposure |
| Wayne Memorial Hospital & Wayne Memorial Healthcare Systems | Board of Trustees (former) | Not disclosed | Community healthcare governance |
| Pike County United Way | Board role (former) | Not disclosed | Community/charitable governance |
| Pike Marcellus Shale Task Force Economic Committee | Member (former) | Not disclosed | Regional economic policy exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pike County, PA | County Commissioner (second term) | Re‑elected; current second term | Governmental/public sector leadership |
| Recreation Management Corp. (Ski Big Bear; Costa’s Family Fun Park) | President, Co‑Owner (and General Manager noted externally) | Ongoing | Recreation services operations and regional economy exposure |
| Pike County Planning Commission | Member (current) | Ongoing | Land use/economic planning |
| Pike Conservation District | Member (current) | Ongoing | Environmental oversight |
Board Governance
- Independence: Board determined Schmalzle independent under Nasdaq standards. Independence determinations considered deposit/loan relationships and other business with organizations in which directors have interests; independence not impaired.
- Committee assignments (FY2024 disclosures): Audit Committee (Forte, Phillips, Matergia, Hungerford, Gifford) and Compensation Committee (Lamont, Matergia, Gifford, Nolan); Nominating Committee (Lamont, Matergia, Nolan, Forte). Schmalzle is not listed on these committees in the 2025 proxy covering FY2024.
- Attendance/engagement: Company Board held 12 regular and 2 special meetings; Bank Board held 12 regular meetings; no director attended fewer than 75%. Independent directors did not meet in executive session during 2024.
- Leadership: Chair separate from CEO (Chair: Lewis J. Critelli; CEO: James O. Donnelly). Audit Committee oversees enterprise risk, working with internal audit.
- Policies: Company has not adopted an anti‑hedging/anti‑pledging policy for directors, officers or employees (hedging transactions are not prohibited). RED FLAG.
Fixed Compensation (Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Fees earned or paid in cash (2024) | $30,750 | |
| Stock awards (grant‑date fair value, 2024) | $22,481 | |
| Options | None | |
| All other compensation | $0 | |
| Total (2024) | $53,231 | |
| Program detail (Board/committee fees) | Company Board meetings: $750 per meeting; Wayne Bank retainer: $5,250/month; Chairman additional retainer $1,250/month; Committee meeting fees (Trust, Audit, Compensation, Loan): $750/meeting |
- Equity grant mechanics (directors): Each outside director received 825 restricted shares on Dec 24, 2024; vests in 5 equal annual installments beginning one year after grant; dividends paid on unvested shares; immediate vesting on change‑in‑control; death/disability: deemed earned as if next vest date.
Performance Compensation
| Item | Detail | Source |
|---|---|---|
| Performance-linked metrics in director pay | None disclosed; director equity awards are time‑based restricted stock (no TSR/ROE/ESG targets for directors) |
Other Directorships & Interlocks
- Current public company directorships: None disclosed.
- Interlocks/overlaps with competitors/suppliers/customers: Not disclosed. Related‑party lending/transactions subject to Board approval at market terms.
Expertise & Qualifications
- Operating executive in recreation services; local/regional economic development exposure; public-sector governance experience (county commissioner); community hospital/healthcare system board background; recognized in 2018 with the Richard L. Snyder Excellence in Business Award.
Equity Ownership
| Item | Detail | Source |
|---|---|---|
| Beneficial ownership (as of record date Mar 4, 2025) | 16,446 shares; <1% of shares outstanding | |
| Notes on calculation | Excludes unvested restricted stock; options not applicable to director holdings; 9,262,592 shares outstanding as of record date | |
| Unvested director RSUs | 825 restricted shares granted 12/24/2024; 5‑year ratable vesting | |
| Hedging/pledging | Company does not prohibit hedging/pledging for directors; no pledging by Schmalzle specifically disclosed | |
| Ownership guidelines | Not disclosed | — |
Insider trades (Form 4s; alignment signal)
Notes: “D” = direct, “I” = indirect ownership as reported on each Form 4.
Governance Assessment
- Positives
- Independent director with meaningful local operating and public-sector experience; brings regional economic insight and stakeholder connectivity to the board.
- Strong alignment signals via repeated open‑market purchases since appointment and receipt of standard time‑based director equity award. [Insider trade links above]
- Attendance threshold met; board maintains separate Chair/CEO roles; Audit Committee actively oversees risk.
- Watch items / potential red flags
- Company lacks an anti‑hedging/anti‑pledging policy for directors and officers—shareholder‑unfriendly practice that can weaken alignment. RED FLAG.
- Independent directors did not hold executive sessions in 2024—limits independent oversight optics; consider adopting regular executive sessions.
- Discretionary NEO bonus pool of $1.5 million approved for 2024 despite negative net income; while Schmalzle is not on the Compensation Committee per proxy, the board‑level posture on discretion merits ongoing investor scrutiny.
Appendix: Additional Director Compensation Mechanics
- As of 12/31/2024: Schmalzle held 825 unvested restricted shares; all outside directors received 825 shares on 12/24/2024; vest in five equal annual installments starting 12/24/2025; accelerate on change‑in‑control; death/disability earns next vesting tranche; dividends payable on unvested shares.
- Related party transactions policy: Any director/officer transactions (including loans) are at market terms, approved by the full Board with the interested director abstaining.