Vincent G. O’Bell
About Vincent G. O’Bell
Executive Vice President and Chief Lending Officer at Norwood Financial Corp (Wayne Bank), age 63 as of December 31, 2024. He was named Chief Lending Officer in April 2021, promoted to EVP in December 2022, and previously served as Senior Vice President, Commercial Loan Officer since July 2016 . Company performance over his senior lending tenure shows cumulative TSR of 18.99% from December 31, 2021 to December 31, 2024 and net income of $(160,000) in 2024 vs $16.76M in 2023 and $29.23M in 2022 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wayne Bank | Senior Vice President, Commercial Loan Officer | Jul 2016–Apr 2021 | Not disclosed |
| Wayne Bank | Chief Lending Officer | Apr 2021–present | Not disclosed |
| Wayne Bank | Executive Vice President | Dec 2022–present | Not disclosed |
External Roles
- No public directorships or external roles disclosed in the proxy .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $230,000 | $241,500 |
| Annual Cash Bonus ($) | $49,200 | $58,000 |
| Stock Awards ($, grant-date fair value) | $44,490 | $40,875 |
| Option Awards ($) | — | — |
| All Other Compensation ($) | $31,112 | $32,411 |
| Total ($) | $354,802 | $372,786 |
2024 All Other Compensation breakdown:
| Perquisite | Amount ($) |
|---|---|
| 401(k) Matching Contributions | $24,015 |
| Life Insurance Paid | $2,396 |
| Automobile Allowance | $6,000 |
Performance Compensation
Annual Cash Incentive structure and outcomes:
| Year | Bonus ($) | % of Base Salary | Notes |
|---|---|---|---|
| 2023 | $49,200 | Not disclosed | Cash bonus program based on pre-defined performance criteria; amounts awarded by Compensation Committee . |
| 2024 | $58,000 | 24% | Board approved a $1,500,000 bonus pool despite negative net income; awards distributed at Compensation Committee discretion . |
Equity awards (time-based RSUs; five equal installments):
| Grant Year | Shares Unvested at 12/31/24 | Vesting Start | Market Value at 12/31/24 ($27.21/sh) |
|---|---|---|---|
| 2024 | 1,500 | Dec 15, 2025 | $40,815 |
| 2023 | 1,200 | Dec 12, 2024 | $32,652 |
| 2022 | 900 | Dec 13, 2023 | $24,489 |
| 2021 | 600 | Dec 14, 2022 | $16,326 |
Stock options (vest one year post grant; options and RSUs fully vest upon change-in-control):
| Strike Price ($) | Options Outstanding | Expiration Date |
|---|---|---|
| 22.37 | 750 | 12/13/2026 |
| 32.81 | 1,500 | 12/12/2027 |
| 32.34 | 1,500 | 12/11/2028 |
| 36.02 | 1,500 | 12/10/2029 |
| 26.93 | 1,500 | 12/08/2030 |
Note: O’Bell may acquire 6,750 shares via stock options within 60 days of the March 4, 2025 record date, indicating broad option exercisability across tranches . Stock options vest after one year; RSUs vest in five equal annual installments; all equity accelerates upon change-in-control; options also vest upon death or disability, with RSUs deemed vested to the next event at death/disability .
Pay vs Performance context (company-level):
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Net Income ($) | $29,232,618 | $16,759,106 | $(160,000) |
| Cumulative TSR ($ value of $100) | $133.08 | $135.81 | $118.99 |
| Cumulative TSR (%) | 33.08% | 35.81% | 18.99% |
The Compensation Committee does not evaluate cumulative TSR in determining NEO pay; in 2024, despite negative net income, the Board approved a $1.5M bonus pool and awards were made at Committee discretion; a clawback policy was adopted in 2023 for erroneously awarded compensation .
Equity Ownership & Alignment
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 9,878 (includes exercisable options within 60 days) |
| % of Shares Outstanding | Less than 1% |
| Shares Outstanding (as of record date) | 9,262,592 |
| Options Exercisable within 60 Days | 6,750 |
- Hedging/Pledging: The company has not adopted anti-hedging or anti-pledging policies; hedging and derivative transactions to reduce downside risk are not prohibited; cashless option exercises are permitted .
- Stock Ownership Guidelines: Not disclosed for executives .
- ESOP: Participates in Wayne Bank ESOP; the plan made no company contributions in 2024 .
Employment Terms
| Provision | Detail |
|---|---|
| Change-in-Control Severance Agreement | One-time base salary if involuntary termination without just cause or voluntary termination for good reason during the period beginning six months prior and ending one year after a change-in-control; voluntary termination for any reason within 30 days post-CoC is currently eligible . |
| 280G Cap | Payments limited to not exceed the tax-deductible limits under Section 280G (≤ three times the five-year average of total taxable annual compensation less $1.00) . |
| Future Intent | Company intends, upon future extension, to limit CoC severance to involuntary or good-reason terminations and remove 30-day “any reason” right . |
| Equity Acceleration | Stock options and restricted stock fully vest upon change-in-control; options vest on death/disability; RSUs vest to next event at death/disability . |
| Employment Agreement | None disclosed for O’Bell (distinct from CEO/CFO agreements) . |
| Clawback | Incentive-Based Compensation Recovery Policy adopted in 2023 . |
Compensation Committee Analysis
- Committee composition: Lamont, Matergia, Gifford, Nolan; all independent; met one time in fiscal 2024 to review CEO and executive compensation; charter available on company website .
- Annual bonus pool typically tied to percentage of pre-tax earnings with Committee discretion; 2024 bonus pool set at $1.5M despite negative net income .
Investment Implications
- Pay-for-performance misalignment risk: Board approved a $1.5M bonus pool and O’Bell received a 24% of base salary bonus despite the company reporting negative net income in 2024; the Committee does not use TSR in pay decisions, raising alignment concerns .
- Potential insider selling pressure: Multiple RSU tranches continue to vest annually (2021–2024 grants), with 2023 grant vesting having begun in Dec 2024 and 2024 grant beginning Dec 2025; options totaling 6,750 shares are exercisable within 60 days of the record date and have staggered expirations from 2026 to 2030 .
- Alignment red flags: Hedging and pledging are permitted due to the absence of anti-hedging/anti-pledging policies, weakening long-term alignment incentives .
- Retention and CoC dynamics: Single-trigger features (ability to resign within 30 days post-CoC and receive severance) can increase turnover risk around M&A and create near-term liquidity events via equity acceleration; while the company intends to tighten terms prospectively, current agreements remain more permissive .
- Ownership signal: Beneficial ownership is <1% with a significant portion attributable to options exercisable within 60 days; low direct equity exposure suggests modest “skin-in-the-game” relative to peers that require ownership multiples of salary (no such guideline disclosed here) .