UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 14A

(Rule 14a-101)

 

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

 

Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934

(Amendment No. |_|)☐)

 

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Filed by a Party other than the Registrant |_|

 

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|X| Definitive Proxy Statement
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|_| Soliciting Material Under Rule 14a-12

 

ENB Financial Corp

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

 

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ENB FINANCIAL CORP

31 East Main Street


Ephrata, PA 17522

 


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 10, 2016
9, 2023

 

TO THE SHAREHOLDERS OF ENB FINANCIAL CORP:

 

NOTICE IS HEREBY GIVEN that the Annual Meeting of the Shareholders of ENB Financial Corp (the “Corporation”) will be held at the Main Office of Ephrata National Bank, 31124 East Main Street, 5th Floor of Brossman Building Complex, Ephrata, Pennsylvania 17522 on Tuesday, May 10, 2016,9, 2023, at 1:00 p.m., local time,Eastern Time, for the purpose of considering and voting upon the following matters:

 

1.To elect three (3) Class AC directors to serve for a three-year term and until their successors are elected and qualified. The nominees of the Board of Directors for election as Class AC directors are Aaron L. Groff, Jr., Brian K. Reed,Joshua E. Hoffman, Susan Young Nicholas, and Paul M. Zimmerman, Jr.;Mark C. Wagner;

2.To approveratify the selection of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the year ending December 31, 2023; and adopt an amendment to Article 7 of the Corporation’s Articles of Incorporation to eliminate cumulative voting in the election of directors;

3.To conduct a non-binding shareholder vote on the resolution to approve executive compensation; and

4.To transact such other business as may properly be presented at the annual meeting and any adjournment or postponement of the meeting.

 

Shareholders of record at the close of business on Friday,Monday, March 11, 2016,13, 2023, are entitled to notice of and to vote at the Annual Meeting of Shareholders.

 

Your vote is important regardless of the number of shares you own. Please submit your vote by completing and signing the enclosed proxy card and mailing it promptly in the postage paid envelope or, if you prefer, you may vote by telephone at 1-800-652-8683 or via the Internet at www.investorvote.com/ENBP.ENBP. Internet voting is available until 1:00 a.m. Eastern Time the day of the meeting. We cordially invite you to attend the meeting. Your proxy is revocable and you may withdraw it at any time prior to voting at the meeting. You may deliver notice of revocation or deliver a later dated proxy to the Secretary of the Corporation before the vote at the meeting. If you are a shareholder whose shares are registered in “street name” and held in a stock brokerage account or by a bank or other nominee, you will need additional documentation from your broker in order to vote in person at the meeting.

 

We enclose, among other things, a copy of the 20152022 ENB Financial Corp Annual Report.

 

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Tuesday, May 10, 2016:9, 2023: The proxy statement,Proxy Statement, proxy card and 20152022 Annual Report are available on the Internet at: www.investorvote.com/ENBP.ENBP.

 

 By Order of the Board of Directors,
 

 
Aaron L. Groff, Jr.Jeffrey S. Stauffer
 Chairman, President and& Chief Executive Officer
  
 Ephrata, Pennsylvania

April 8, 20163, 2023

 

 

 

PROXY STATEMENT

Dated and mailed on or about April 8, 20163, 2023

 

ENB FINANCIAL CORP

31 EAST MAIN STREET

EPHRATA, PENNSYLVANIA 17522

(717) 733-4181

ANNUAL MEETING OF SHAREHOLDERS

TO BE HELD ON TUESDAY, MAY 10, 20169, 2023

 

TABLE OF CONTENTS

 

 PAGE
GENERAL INFORMATION13
Introduction3
Introduction1
Date, Time and Place offor the Annual Meeting13
Purpose of the Annual Meeting13
PROXY SOLICITATION AND VOTING PROCEDURES13
Proxy Solicitation13
Voting Procedures24
Revocability of Proxy24
Quorum and Votes Required for Approval34
GOVERNANCE OF THE COMPANY35
Introduction5
Introduction3
Composition of the Board of Directors35
Leadership Structure of the Board of Directors35
Role of the Board of Directors in Risk Oversight45
Director Independence46
Meetings and Committees of the Board of Directors5
Shareholder Communications6
Shareholder Communications8
Shareholder Proposals68
Transactions with Related Persons68
Anti-Hedging /Pledging Policy9
ELECTION OF DIRECTORS79
Nomination of Directors79
Information and Qualifications of Nominees for Director and Continuing Directors810
Nominees for Election as Class C Directors for a term expiring at the 2026 Annual Meeting10
Continuing as Class A Directors for a term expiring at the 20192025 Annual Meeting811
Continuing as Class B Directors for a term expiring at the 20182024 Annual Meeting912
Continuing as Class C Directors for a term expiring at the 2017 Annual Meeting10
SHARE OWNERSHIP1114
Beneficial Ownership by Principal Holders1114
Beneficial Ownership by Nominees for Director, Continuing Directors and Named Executive Officers1114
Delinquent Section 16 ReportsSection 16(a) Beneficial Ownership Reporting Compliance1215
BOARD COMPENSATION AND PLAN INFORMATION1216
Compensation of the Board of Directors1216
Non-Employee Directors’ Stock Plan1316
EXECUTIVE OFFICERS1317
EXECUTIVE COMPENSATION18
EXECUTIVE COMPENSATION SUMMARY STATEMENT14
Executive Summary14
Business Performance Highlights14

COMPENSATION DISCUSSION AND ANALYSIS15
Executive Compensation Objectives1518
Compensation Committee Membership15
Compensation Committee Responsibilities and Process1618

The Role of the Shareholders’ Say on Pay Vote16
Chairman, President, and CEO Performance Review16
The Role of Executive Officers in Determining Compensation17
Elements of the Executive Compensation Program17
Base Salaries18
Compensation and Benefits Survey/Benchmarking18
Bonuses19
Insurance19
Bank Owned Life Insurance (BOLI)20
Retirement Plans20
Stock Option and Stock Award Programs20
Severance Plan20
Executive Contracts and Change of Control Agreements20
Other Forms of Compensation (Perquisites)20
Other Forms of Compensation (Non-Perquisites)21
Impact of Tax and Accounting Treatment22
Hedging and Pledging22
Stock Ownership Guidelines22
Executive Compensation22
Frequency of Shareholder Advisory Vote on Executive Compensation22
SUMMARY COMPENSATION TABLE23
20
OTHER COMPENSATION TABLE2421
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END22
RETIREMENT PLANS2522
Defined Contribution PensionProfit Sharing Plan2522
401(k) Savings Plan25
23
DEFINED CONTRIBUTION PENSIONPROFIT SHARING PLAN TABLE26
PENSION BENEFITS TABLE27
23
401(k) SAVINGS PLAN – MATCH DATA TABLE2824
PAY VERSUS PERFORMANCE TABLE24
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL28
26
EMPLOYEE STOCK PURCHASE PLAN29
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN29
COMPENSATION COMMITTEE REPORT29
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION29
26
AUDIT COMMITTEE REPORT30
27
PROPOSAL NO. 1:TO ELECT THREE (3) CLASS AC DIRECTORS31
28
PROPOSAL NO. 2:2 TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMAMENDMENT TO ARTICLE 7 OF THE ARTICLES OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING IN THE ELECTION OF DIRECTORS31
PROPOSAL NO. 3:TO CONDUCT A NON-BINDING SHAREHOLDER VOTE ON THE RESOLUTION TO APPROVE EXECUTIVE COMPENSATION32
28
ANNUAL REPORT ON FORM 10-K33
LEGAL PROCEEDINGS33

EXPERTS34
30
OTHER MATTERS3430

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF SHAREHOLDERS OF


ENB FINANCIAL CORP

MAY 10, 20169, 2023

 

GENERAL INFORMATION

 

Introduction

 

ENB Financial Corp was formed on July 1, 2008 asis the holding company for Ephrata National Bank. Throughout this proxy statement, ENB Financial Corp and its wholly owned subsidiary, Ephrata National Bank, will be collectively referred to as “the Corporation” and, on behalf of the Board of Directors (“the Board”), furnishes this proxy statement in connection with the solicitation of proxies for use at the Corporation’s 20162023 Annual Meeting of Shareholders. This proxy statement and the related proxy card are being distributed on or about April 8, 2016.3, 2023.

 

We have not authorized anyone to provide you with information about the Corporation; therefore, you should rely only on the information contained in this document or in the documents to which we refer you. Although we believe we have provided you with all the information helpful to you in your decision to vote, events may occur at the Corporation subsequent to printing this proxy statement that might affect your decision or the value of your stock.

 

Date, Time and Place offor the Annual Meeting

 

The Annual Meeting of Shareholders will be held on Tuesday, May 10, 2016,9, 2023, at 1:00 p.m., local time,Eastern Time, at the Main Office of Ephrata National Bank, 31124 East Main Street, 5th Floor of Brossman Building Complex, Ephrata, Pennsylvania 17522.17522. All inquiries regarding the annual meeting should be sent by mailmailed to Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary, 31 East Main Street, P.O. Box 457, Ephrata, Pennsylvania 17522 or by telephone at (717) 733-4181.

 

Purpose of the Annual Meeting

 

At the annual meeting, shareholders will vote on the following matters:

 

1.To elect three (3) Class AC directors to serve for a three-year term and until their successors are elected and qualified. The nominees of the Board of Directors for election as Class AC directors are Aaron L. Groff, Jr., Brian K. Reed,Joshua E. Hoffman, Susan Young Nicholas, and Paul M. Zimmerman, Jr.;Mark C. Wagner;

 

2.To approveratify the selection of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the year ending December 31, 2023; and adopt an amendment to Article 7 of the Corporation’s Articles of Incorporation to eliminate cumulative voting in the election of directors;

 

3.To conduct a non-binding shareholder vote on the resolution to approve executive compensation; and

4.To transact such other business as may properly be presented at the annual meeting and any adjournment or postponement of the meeting.

 

PROXY SOLICITATION AND VOTING PROCEDURES

 

Proxy Solicitation

 

The Board solicits this proxy for use at the Corporation’s 20162023 Annual Meeting of Shareholders and the Corporation will pay the cost of preparing, printing, assembling, mailing, and soliciting proxies and any additional material that the Corporation sends to its shareholders. In addition to the solicitation of proxies by mail, the Corporation’s directors, officers, and employees may solicit proxies in person or by telephone, facsimile, email, or other similar electronic means without additional compensation. The Corporation will make arrangements with brokerage firms and other custodians, nominees, and fiduciaries to forward proxy solicitation material to the beneficial owners of stock held by these entities. The Corporation will, upon request, reimburse these third parties for their reasonable expenses in forwarding proxy solicitation material to the beneficial owners of stock.

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Voting Procedures

 

Only shareholders of record at the close of business on March 11, 2016,13, 2023, may vote at the meeting. As of the close of business on March 11, 2016,13, 2023, the record date for the annual meeting, 2,869,5575,739,114 shares of the Corporation’s common stock, par value $0.20$0.10 per share, were issued and 2,849,7585,626,630 shares were outstanding.

 

If your shares are registered directly in your name with the Corporation’s transfer agent, Computershare, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the Corporation. You can vote your shares by completing and returning a written proxy card or by voting via the Internet or telephone as instructed on the proxy card. You may also vote in person at the meeting. The method by which you vote will in no way limit your right to attendparticipate and vote at the annual meeting if you later decide to attend in person.

 

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker how to vote, and you are also invited to attend the meeting. However, because you are not the shareholder of record, you may not vote your street name shares in person at the meeting unless you obtain a proxy executed in your favor from your broker or nominee, the holder of record. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

 

By properly completing a proxy, you appoint Janice S. EabyMary E. Leaman and John H. Shuey as proxy holders to vote your shares in accordance with your instructions as indicated on the proxy card. Any signed proxy card not specifying to the contrary will be voted:

 

·FOR the election of the director nominees identified in this proxy statement;

 

·FORthe approval and adoptionratification of the amendment to Article 7selection of S.R. Snodgrass, P.C. as the Corporation’s Articles of Incorporation to eliminate cumulative voting inindependent registered public accounting firm for the election of directors;

·FOR the approval, on an advisory basis, of the compensation of named executive officers;year ending December 31, 2023; and

 

·FOR the approval to transact such other business as may properly be presented at the annual meeting and any adjournment or postponement of the meeting.

 

As of the date of this document, the Board of Directors knows of no matters that will be presented for consideration at the annual meeting other than the ones described in this document. If any other matters shall properly come before the meeting and be voted upon, the persons named as proxy holders will vote on those matters in accordance with the recommendations of the Board of Directors.

 

Revocability of Proxy

 

Shareholders of record who completed proxies may revoke them at any time before they are voted at the annual meeting by:

 

·delivering a written notice of revocation to Mr. Barry W. Harting,Ms. Adrienne L. Miller, Esq., Corporate Secretary, at 31 East Main Street, P.O. Box 457, Ephrata, Pennsylvania 17522;

 

·voting via telephone or Internet or by delivering a duly executed proxy bearing a later date to the Corporate Secretary; or

 

·voting in person after giving written notice to the Corporate Secretary.

 

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Quorum and Votes Required for Approval

 

In order to hold the annual meeting, a quorum of the Corporation’s outstanding shares must be present. Under Pennsylvania law and the Corporation’s bylaws, of ENB Financial Corp, a majority of the outstanding shares of common stock, represented in person or by proxy, constitutes a quorum for the purpose of conducting business. Votes withheld and abstentions will be counted for determining the presence of a quorum but Brokerbroker non-votes will not be counted for determining the presence of a quorum for a particular matter as to which the broker withheld authority.

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Each share is entitled to one (1) vote on all matters submitted to a quorum is present,vote of shareholders. All matters to be voted on by the shareholders will electrequire an affirmative vote of a majority of shares voted, in person or by proxy, at the nominees for directorannual meeting, except in cases where the vote of a greater number of shares is required by law or under the Corporation’s articles of incorporation or bylaws. In the case of election of directors, the candidates receiving the highest number of“FOR”FORvotes cast by those shareholders entitled to vote for the election of directors are elected. Shareholders are not entitled to cumulate votes for the election of directors. The proxy holders will not cast votes for or against any director nominees where the broker withheld authority.

Cumulative voting rights exist only with respect to the election of directors, which means that each shareholder has the right, in person or by proxy, to multiply the number of votes to which he or she is entitled by the number of directors to be elected, and to cast the whole number of such votes for one candidate or to distribute them among two or more candidates. On all other matters to come before the annual meeting, each share of common stock is entitled to one (1) vote.

Assuming the presence of a quorum, the approval and adoption of the amendment to Article 7 of the Articles of Incorporation to eliminate cumulative voting rights requires the affirmative vote of a majority of the votes cast by all shareholders entitled to vote on the matter.

 

 

GOVERNANCE OF THE COMPANY

 

Introduction

 

The Corporation’s governing body is its Board of Directors. The Board is responsible for directing and overseeing the management of the Corporation’s business in the best interests of its shareholders and to fulfill its mission of service to the communities in which it conducts business. In carrying out its responsibilities, the Board selects and monitors senior management, provides oversight for financial reporting, legal, and regulatory compliance, determines the Corporation’s governing principles, and implements its governance policies. The Board believes that the purpose of corporate governance is to ensure that ENB Financial Corpthe Corporation is managed for the long-term benefit of its shareholders, and to conduct business in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices that it believes promote this purpose.

 

Composition of the Board of Directors

 

The Board of Directors seeks to ensure that it is composed of members whose particular experience, qualifications, attributes, skills, and diversity, when taken together as a group, will allow the Board of Directors to satisfy its oversight responsibilities effectively. In identifying candidates for Director, the Nominating and Governance Committee and the Board of Directors takes into account: (1) the comments and recommendations of individual Board members regarding the effectiveness of the existing Board of Directors or the need to enhance the Board of Directors with members who bring particular experience, qualifications, attributes, skills, and diversity; (2) the necessary expertise and sufficiently diverse business and social backgrounds of the overall composition of the Board of Directors to effectively represent the market areas in which ENB Financial Corpthe Corporation conducts business; (3) the independence of non-employee Directors and other possible conflicts of interest of existing and potential members of the Board of Directors; and (4) other criteria that assures representation of the general population of the communities in which the Corporation is involved.

 

Leadership Structure of the Board of Directors

 

The Board of Directors is structured in a way that provides for leadership from the Chairman. TheJeffrey S. Stauffer serves as the Chairman of the Board of Directors and also serves as President and Chief Executive Officer of the Corporation. The

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Board of Directors has not established a position of “Lead Director” from among the independent directors, nor does any independent director assume that position of leadership within the Board. The Board of Directors believes this leadership structure is appropriate for the Corporation considering the structure of the Corporation, the number of Board meetings, the number of Board committees, and the degree of involvement of the independent directors in the Board committees. The Board further believes its present leadership structure ensures that management is aligned with the Board to effectively implement the business strategy endorsed by the Board.

 

Role of the Board of Directors in Risk Oversight

 

The Board of Directors recognizes the importance of on-going identification and management of risk in order to maintain a sound financial and reputational condition. The Board has adopted a risk management policy to affirm its awareness of the need to establish a program ofan Enterprise Risk Management (ERM). program. The Board commits to providing sufficient resources to ensure full implementation of an ERM program and will maintain an ERM framework to coordinate the many

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aspects of risk.

 

The Board of Directors is ultimately responsible for the Bank’sCorporation’s risk management program and has approved a General Risk Appetite Statement. The Board of Directors and management use a balanced approach in determining acceptable levels of risk to undertake. The Corporation will only tolerate those risks which permit it to:

 

·Achieve its stated strategic business objectives
·Provide a return that meets or exceeds expectations
·Comply with all applicable laws and regulations
·Conduct its business in a safe and sound manner

 

Risk is an inherent component of the Corporation’s activities. The ability to effectively identify, assess, measure, respond, monitor, control, and report on risk activities is critical to the achievement of the Corporation’s mission and strategic objectives. The Corporation’s risk management approach reflects its values, influences its culture, and guides its operations. It is captured in policy statements, Board and management directives, operating procedures, training programs, and is demonstrated in daily activities by management and staff.

 

ERM is a group of structured and consistent risk management processes that are applied across the Corporation. An ERM program identifies, assesses, prioritizes, and provides a formal structure for the internal and external risks that impact an organization. These activities are categorized under commonly accepted categories of risk. The Corporation has elected to adopt the categories currently identified by the Office of the Comptroller of the Currency.

 

The Corporation’s ERM program is driven by an approach that is aligned with the Corporation’s profile and strategic objectives. It is enhanced by formalizing roles within the Corporation, active committees, policies and procedures, reporting, communication, and technology.

 

The Corporation’s ERM program produces various risk mitigation activities within the business units. The resulting strategic, financial, and operational risk mitigation activities that are implemented strengthen the Corporation, reduce the potential for unexpected losses, and manage the volatility experienced by the Corporation. ERM Software was introduced in 2019 to enhance and assist in the assessment and monitoring of the ERM program.

 

Director Independence

 

The corporate governance principles of the Corporation provide that a majority of the members of the Board of Directors, and each member of the Audit, Compensation, Nominating and Governance, and Trust Operations Committees, must meet the standards for independence as defined by the Securities and Exchange Commission (SEC) and Nasdaq.

 

Currently, the Corporation’s Board of Directors has nineten (10) members. Nine (9) members. Seven (7) directors: Joshua E. Hoffman, Willis R. Lefever, Donald Z. Musser,Jay S. Martin, Susan Y. Nicholas, Brian K. Reed, J. Daniel Stoltzfus, Mark C. Wagner, Judith A. Weaver, and Paul M.Roger L. Zimmerman Jr., meet the standards for independence. This constitutes more than a majority of the Board of Directors. Two (2) directors, Aaron L. Groff, Jr. and Paul W. Wenger, doJeffrey S. Stauffer does not meet the standards of independence becauseindependence. Mr. GroffStauffer is currently an employee of the Corporation, and Mr. Wenger was an employeeserves as the Chairman of the Corporation until his

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retirement on December 31, 2015.Directors. Only independent directors serve on the Corporation’s Audit Committee, Compensation Committee, Nominating and Governance Committee, and Trust Operations Committee.Committees.

 

In determining each director’s independence, the Board considered loan transactions between the Bank and the individuals, their family members, and businesses with whom they are associated, as well as any contributions made to non-profit organizations with which they are associated. In each case, the Board determined that none of the transactions impaired the independence of the non-employee directors.

 

Meetings and Committees of the Board of Directors

 

During 2015,2022, the Board of Directors of the Corporation held sixteen (16) meetings, and all the committees of the Board of Directors held a combined total of seventeen (17) meetings, for a total of thirty-three (33) meetings. Each of the directors attended at least 75% of the aggregate number of meetings of the Board of Directors and of the

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meetings for committees on which they servedduring 2015.served during 2022. While the Corporation has no written policy requiring directors to attend the Annual Meeting of Shareholders, all membersthey are encouraged to do so and eight of the Board of Directors atten directors attended the time, except for Susan Y. Nicholas, were present at the 20152022 Annual Meeting of Shareholders.

 

The Board of Directors currently has the following committees:

 

·Audit Committee
·Building and Expansion Committee
·Compensation Committee
·Nominating and Governance Committee
·Trust Operations Committee

 

Audit Committee. The members of the Audit Committee in 20152022 were: Joshua E. Hoffman (Chair), Mark C. Wagner, (Chair), Donald Z. Musser,Jay S. Martin and Susan Y. Nicholas.Roger L. Zimmerman. All members of the Audit Committee have been determined to be independent of management of the Corporation as outlined by the SEC and Nasdaq rules for Audit Committees. The Audit Committee oversees the accounting and tax functions of the Corporation, recommends to the Board the engagement of independent auditors for the year, reviews with management and the auditors the plan and scope of the audit engagement, reviews the annual financial statements and any recommended changes or modifications to control procedures and accounting practices and policies, and monitors with management and the auditors the system of internal controls and accounting and reporting practices. The Board of Directors has not designated Joshua E. Hoffman as an Audit CommitteeFinancial Expert, as defined in the Sarbanes-Oxley Act and applicable SEC rules and regulations. The Board has not taken such action because it believes that each member of the Audit Committee has sufficient knowledge, in terms of financial experience and background, to perform his or her duties as a member of that Committee, and because it believes that an Audit CommitteeFinancial Expert is not necessary considering the relative non-complexity of the business structure of the Bank and the Corporation and its financial statements. The Audit Committee has the authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities. The Audit Committee held five (5)eight (8) meetings during 2015.2022.

 

The Audit Committee operates under a written charter which is available to shareholders on the Corporation’s website at www.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate-overview/committee-charting/ or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary.

 

Building and Expansion Committee.The members of the Building and Expansion Committee in 20152022 were: Willis R. Lefever (Chair), Donald Z. Musser, andJudith A. Weaver, Brian K. Reed.Reed and J. Daniel Stoltzfus. This committee provides guidance regarding the purchase and/or lease of real estate, the construction and/or renovation of branch offices, and general improvements to facilities. The Building and Expansion Committee met one (1) timedid not meet during 2015.2022.

 

The Building and Expansion Committee operates under a written charter which is available to shareholders on the Corporation’s website at www.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate-overview/committee-charting/ or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary.

 

Compensation Committee.The members of the Compensation Committee in 20152022 were: Paul M. Zimmerman, Jr. (Chair), Mark C. Wagner (Chair), Roger L. Zimmerman and Judith A. Weaver.Jay S. Martin. All members of the Compensation Committee have been determined to meet the standards and to be independent of management of the Corporation as outlined by

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the SEC and Nasdaq. The Compensation Committee evaluates the Chief Executive Officer’s performance and makes recommendations to the Board of Directors concerning the Chief Executive Officer’s compensation based on its evaluation. The Chief Executive Officer is not present when these discussions occur. The Compensation Committee also makes recommendations to the Board of Directors concerning the salaries and benefits of directors, officers, and employees of the Corporation. Executive officers are not present when this occurs. The Compensation Committee did not hirereviewed compensation data that was prepared by a compensation consultant in 2015.2022. The Compensation Committee met four (4)two (2) times during 2015.2022.

 

The Compensation Committee operates under a written charter which is available to shareholders on the Corporation’s website at www.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate-overview/committee-charting/ or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary.

 

Nominating and Governance Committee. The members of the Nominating and Governance Committee in 20152022 were: Susan Y. Nicholas (Chair), Willis R. Lefever, and Paul M. Zimmerman, Jr.Joshua E. Hoffman. The Nominating and Governance Committee consists entirely of directors that are independent of management of the Corporation as outlined by the SEC and Nasdaq. The Nominating and Governance Committee was established to provide continuing assistance to the Board of Directors in matters relating to corporate governance, Board performance,

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composition of the Board, and Board and Management succession planning. The Nominating and Governance Committee met three (3) times during 2015.2022.

 

The Nominating and Governance Committee operates under a written charter andCorporate Governance Guidelineswhich are available to shareholders on the Corporation’s website at www.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate-overview/committee-charting/ or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary.

 

Trust Operations Committee.The members of the Trust Operations Committee in 20152022 were: Judith A. Weaver (Chair), Willis R. Lefever,Susan Y. Nicholas and Brian K. Reed. This committee consists entirely of directors who are independent of management of the Corporation as outlined by the SEC and Nasdaq. The Trust Operations Committee provides general supervision over all trust accounts held and managed in the Corporation’s Money Management GroupWealth Solutions, a Division of Ephrata National Bank and reviews all new and closed trust accounts. This committee met four (4) times during 2015.2022.

 

The Trust Operations Committee operates under a written charter which is available to shareholders on the Corporation’s website at www.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate-overview/committee-charting/ or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary.

 

Shareholder Communications

 

The Board of Directors does not have a formal process for shareholders to send communications to the Board. Due to the infrequency of shareholder communications to the Board of Directors, the Board does not consider a formal process necessary. Shareholders who wish to communicate to the Board of Directors should send their requests to Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary, ENB Financial Corp, 31 East Main Street, P.O. Box 457, Ephrata, Pennsylvania 17522. Written communications received by the Corporation from shareholders are shared with the full Board of Directors no later than the next regularly scheduled Board meeting.

 

Shareholder Proposals

 

If a shareholder wants to submit a proposal to be considered for inclusion in the proxy statement for next year’s annual meeting, the written proposal must be received by the Corporation no later than December 7, 2016.5, 2023. Proposals received after that date may be considered at the annual meeting but, at the discretion of the Board of Directors, they may not be included in the proxy statement. Shareholder Proposals may be sent to Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary, ENB Financial Corp, 31 East Main Street, P. O. Box 457, Ephrata, Pennsylvania 17522.

 

Transactions with Related Persons

 

Some of the directors, and executive officers of ENB Financial Corp or its wholly-owned subsidiary, Ephrata National Bank, were customers of, and had banking transactions with, Ephrata National Bank during 2015.2022. These transactions included deposit accounts, trust relationships, and loans. All loans and loan commitments made to such persons and to the companies with which they are associated were made in the ordinary course of business,

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on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans with persons not related to the lender, and did not involve more than a normal risk of collectability or present other unfavorable features. It is anticipated that similar transactions will be entered into in the future. By using Ephrata National Bank’s products and services, directors, and executive officers have the opportunity to become familiar with the wide array of products and services offered by Ephrata National Bank to its customers.

 

Total loans outstanding as of December 31, 2015,2022, from Ephrata National Bank to the directors and executive officers as a group and members of their immediate families and companies in which they had an ownership interest of 10% or more was $4,248,000,$2,623,618 or approximately 4.5%2.70% of the Corporation’s total equity capital. The aggregate amount of indebtedness outstanding to the group described above as of the record date of this proxy, March 11, 2016,13, 2023, was $4,051,000.$2,878,677. Prior to any business dealings with directors or executive officers, the Board of Directors reviews and discusses any such transaction outside the presence of the director, nominee director or executive officer.

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Anti-Hedging/Pledging Policy

 

The Board has adopted a hedging policy with respect to transactions by the Corporation’s directors and executive officers that hedge or offset, or are designed to hedge or offset, any decrease in the market value of ENB Financial Corp securities or limit their ability to profit from an increase in the market value of ENB Financial Corp securities.

ELECTION OF DIRECTORS

 

Nomination of Directors

 

Under the Corporation’s bylaws, nominations for election to the Board of Directors may be made by the Board of Directors or by any shareholder entitled to vote for the election of directors. Other than the Corporation’s bylaws, the Board does not have a policy regarding nominations for election to the Board of Directors because of the infrequency of such nominations. To make a nomination, a shareholder must mail a notice to Mr. Barry W. Harting,Ms. Adrienne L. Miller, Esq., Corporate Secretary, ENB Financial Corp, 31 East Main Street, P.O. Box 457, Ephrata, Pennsylvania 17522. Such notice of nomination must be made not less than fourteen (14) days nor more than fifty (50) days prior to the date of any meeting of shareholders called for the election of directors. If less than twenty-one (21) days of notice of the meeting is given to shareholders, such notice of nomination shall be mailed or delivered to the Secretary of the Corporation not later than the close of business on the seventh (7th) day following the day on which the notice of the meeting was mailed. Any notice of nomination shall contain the following information to the extent known by the notifying shareholder:

 

·The name, address, and principal occupation of the proposed nominee;
·The total number of shares that, to the knowledge of the notifying shareholder, will be voted for the proposed nominee;
·The name and residence address of the notifying shareholder; and
·The number of shares of ENB Financial Corpthe Corporation’s common stock owned by the notifying shareholder.

 

ENB Financial Corp’sIn addition to satisfying the foregoing requirements under the Corporation’s bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 10, 2024. However, if the date of the 2024 Annual Meeting is changed by more than 30 calendar days from the anniversary date of the 2023 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2024 Annual Meeting or the tenth (10th) calendar day following the day on which public announcement of the date of the 2024 Annual Meeting is first made.

The Corporation’s bylaws authorize the number of directors at any time to be not less than five (5) and not more than twenty-five (25). The bylaws also provide for three (3) classes of directors, with each class serving three-yearthree- year terms to expire in successive years. Three (3) Class AC directors have been nominated for election at the 20162023 Annual Meeting and, if elected, will serve until the 20192026 annual meeting of shareholders. All nominees were unanimously approved by the Board of Directors which is currently comprised of nine (9)ten (10) members. The Corporation’s bylaws require that directors who reach the age of seventy (70) prior to the date of the annual meeting when such director’s term expires may not stand for reelection to the Board of Directors. In 2015, no current directors had reached the age of seventy (70) prohibiting them from being reelected.

 

The Board of Directors unanimously nominated incumbent directors Aaron L. Groff, Jr., Brian K. Reed,Joshua E. Hoffman, Susan Young Nicholas and Paul M. Zimmerman, Jr.Mark C. Wagner, to serve as Class AC Directors, Messrs. Hoffman and theyWagner and Mrs. Nicholas have consented to serve another term as a director, if reelected. If, prior to the annual meeting, any nominee should become unable to serve on the Board for any reason, proxies received from shareholders will be voted in favor of a substitute nominee as the Board of Directors determines. Any vacancy on the Board of Directors for any reason after the annual meeting may be filled by appointment by a majority of the Board of Directors then in office, and each person so appointed shall be a director until the expiration of the term of the class of directors to which he or she was appointed.

 

Cumulative voting rights exist in connection with the election of directors, which means that each shareholder has the right, in person or by proxy, to multiply the votes to which he or she is entitled by the number of directors to be elected in a class and to cast the whole number of his or her votes for one nominee or to distribute all or fewer of them among two or more nominees in that class. Janice S. EabyMary E. Leaman and John H. Shuey, the persons named as proxy holders, will vote the proxies “FOR” the election of each of the nominees named below, unless a shareholder indicates that his or her vote should be withheld

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proxy holders, will have the right to vote cumulatively and to distribute their votes among nominees as they consider advisable, unless a shareholder indicates on hisfrom any or her proxy card, or other methodall of voting, how he or she desires the votes to be cumulated for voting purposes.them. The three (3) nominees for director receiving the highest number of votes cast by shareholders entitled to vote for the election of directors shall be elected. Unless otherwise instructed, proxies received from shareholders will be votedFOR the election of the nominees of the Board of Directors.

 

The three (3) nominees for Class AC Director to be elected at the 20162023 Annual Meeting are:

 

·Aaron L. Groff, Jr.;Joshua E. Hoffman;
·Brian K. Reed;Susan Young Nicholas; and
·Paul M. Zimmerman, Jr.Mark C. Wagner

 

The Board of Directors unanimously recommends that shareholders vote “FOR” these nominees.

 

Information and Qualifications of Nominees for Director and Continuing Directors

 

The following paragraphs provide information as of the record date of this proxy, March 11, 2016,13, 2023, about the three (3) nominees to the Board of Directors whose term of office will expire at the 20162023 Annual Meeting, and each of the six (6)seven (7) continuing directors whose terms will expire in subsequent years. The information presented includes the age of each nominee and continuing director, all positions he or she holds, his or her principal occupation and business experience for the past five years, the names of other publicly-held companies for which he or she currently serves as a director, or has served as a director during the past five years, and information on the involvement with non-profit and community organizations that each nominee and continuing director has told us about. In addition to the information presented below regarding specific experience and attributes and skills that the Board feels qualifies each nominee and director to serve as a director, the Board also believes that all nominees and continuing directors have a reputation for integrity, honesty, and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to ENB Financial Corp, Ephrata National Bank, and the Board.

 

There are no family relationships among any of the directors or executive officers of ENB Financial Corp or its wholly owned subsidiary, Ephrata National Bank.

 

Information about the number of shares of common stock beneficially owned by each director appears in the “SHARE OWNERSHIP” section below under the heading “Beneficial Ownership by Nominees for Director, Continuing Directors and Named Executive Officers.”

 

Nominees for Election as Class AC Directors for a term expiring at the 20192026 Annual Meeting

 

Aaron L. Groff, Jr.Joshua E. Hoffman, MBA, CPA, CMA, CPCU, AAI

Director since 19992017

 

Mr. Groff,Hoffman, age 66,40, currently serves as the Director of Finance and Accounting for Garman Builders Inc. located in Lititz, Pennsylvania. Mr. Hoffman has recently held accounting and executive leadership roles at Baltimore Equitable Insurance and Alvernia University. From 2018 through 2020, Mr. Hoffman served as Chairman, President,a Business Consultant for Stambaugh Ness and Chief Executive OfficerGBC Advisory Group, both of ENB Financial Corp since July 1, 2008,which are business consulting practices. Mr. Hoffman also previously served as the Controller of Goodville Mutual Casualty Company. From 2014 through April 2018, Mr. Hoffman served as the CEO and CFO of Reamstown Mutual Insurance Company located in Reamstown, PA. Mr. Hoffman also previously held accounting and executive leadership roles at Donegal Mutual Insurance Company. Mr. Hoffman is a CPA, CMA, CPCU, AAI and holds an MBA from Pennsylvania State University. Mr. Hoffman serves on the Audit Committee and is considered a financial expert. We believe Mr. Hoffman’s experience in the insurance industry along with his accounting background and experience qualifies him to serve as Chairman, President, and Chief Executive Officera director of Ephrata National Bank since January 1, 1999. Mr. Groff has been an employee of Ephrata National Bank since 1967, and has served in various officer positions including Cashier from 1980 to 1998, and Vice President from 1984 to 1998. In addition to his experience at Ephrata National Bank and ENB Financial Corp, Mr. Groff served two termsCorp.

Susan Y. Nicholas, Esquire

Director since 2008

Ms. Nicholas, age 63, is an attorney and partner in the law firm, Young and Young Attorneys at Law, in Manheim, Pennsylvania. Ms. Nicholas has 37 years of experience as an attorney, with specific legal practice in the areas of estates, trusts, and real estate. Along with her legal experience, Ms. Nicholas

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brings to the Board an interest and knowledge of corporate governance issues and a familiarity with the social and economic composition of the greater Manheim community. Ms. Nicholas is a member of First Presbyterian Church in Lancaster and spends most of her free time supporting a mission project in Nicaragua. She also serves on the Boardboard of DirectorsPenn Square Music Festival. We believe Ms. Nicholas’ particular skills and her involvement in community affairs qualify her to serve as a director of Ephrata National Bank and ENB Financial Corp.

Mark C. Wagner

Director since 2007

Mr. Wagner, age 69, is a retired Owner and President of White Oak Mills, Inc., located in Elizabethtown, Pennsylvania. White Oak Mills, Inc. manufactures livestock and poultry feeds and serves the agricultural communities throughout Southeastern Pennsylvania. Additionally, Mr. Wagner owns and operates several farms in Lancaster County, Pennsylvania involved in livestock production. Mr. Wagner has served on the Economic Advisory Council of the Federal Reserve Bank of Philadelphia. During his terms as director of that organization, Mr. Groff served as the Chairman of the Audit CommitteePhiladelphia and as a member of the Corporate Governance and Nominating Committee. His service to the Federal Reserve Bank of Philadelphia provideddirector on numerous agriculture industry boards across Pennsylvania. In addition, Mr. Groff with broad insights into the regional and national financial markets. Also, Mr. Groff servedWagner currently serves as a member of the Board of Directors of the Pennsylvania Bankers Association from 2009 to 2012, and is currently a board member of severalPleasant View Retirement Community in Manheim, Pennsylvania and served on the governing body of the local civic, health industry, non-profit and faith-based organizations.municipality. We believe Mr. Groff’s qualificationsWagner is qualified to beserve as a director of Ephrata National Bank and ENB Financial Corp includebecause of his 49over 47 years of business experience, his strong background in all aspects ofmanagement, finance and administration, his familiarity and close involvement with the bankingagriculture industry in Lancaster County, Pennsylvania, and his involvement and thorough understanding of the communities in which the Corporation provides financial services.community involvement.

 

Continuing as Class A Directors for a term expiring at the 2025 Annual Meeting

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Brian K. Reed, DVM, MBA

Director since 2013

 

Dr. Reed, age 53,60, is business owner and manager of Agricultural Veterinary Associates, LLC located in Lititz, Pennsylvania. His firm serves the agricultural community throughout Lancaster and Lebanon Counties and beyond. Dr. Reed has been a veterinarian for more than 2735 years, and focuses his practice on the dairy industry, combining veterinary medicine with business management consulting services. Dr. Reed is actively involved in a number of veterinary and agricultural organizations, dairy associations and commissions, and community endeavors. We believe Dr. Reed is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his business experience, his strong background in finance and administration, and his education and expertise in business management consulting and strategic planning with farmers in the dairy industry within the Corporation’s market area.

 

Paul M. Zimmerman, Jr.Jeffrey S. Stauffer

Director since 19992019

 

Mr. Zimmerman,Stauffer, age 64, is an owner61, was elected as President and pastChief Executive Officer of ENB Financial Corp and Ephrata National Bank as of January 1, 2020. In June 2020, Mr. Stauffer was appointed Chairman of ENB Financial Corp and Ephrata National Bank. Prior to that, he had been Senior Vice President, Senior Lender of Paul B. Zimmerman, Inc., headquartered in Ephrata Pennsylvania. Paul B. Zimmerman, Inc. isNational Bank since March 2017; Vice President, Senior Loan Officer from August 2014 to February 2017; Vice President, Commercial Lending Manager from 2012 to July 2014; Vice President, Commercial Loan Officer from 2002 to 2012; and employee of Ephrata National Bank since 1982. Mr. Stauffer serves on the parent companyFederal Reserve Board of Paul B, LLC, retail hardware stores; PBZ, LLC, a manufacturing business;Philadelphia Nominating Advisory Committee and Keystone Koating, LLC, a powder coating business. The Paul B. Zimmerman, Inc. family of companies serves on the agricultural, commercial, and consumer markets in Lancaster County and Mifflin County, Pennsylvania. In addition to his 40 years of business experience,PA Bankers Government Relations Policy Committee. Mr. Zimmerman is actively involved in the community, servingStauffer currently serves as a board member of several non-profitthe Board of Directors of the Ephrata Area Education Foundation, as a member of the Board of Directors of the Ephrata Community Health Foundation, as a member of the Ephrata Area School District Comprehensive Planning Steering Committee and faith-based organizations.as the Treasurer of the Guy K. Bard Student Loan Fund. Mr. Stauffer is also a member of the Denver Ephrata Area Rotary Club having previously served as past President. We believe that Mr. Zimmerman’s strong business experience in purchasing, sales, strategic planning, and finance and his broad understanding of the business and social community he serves qualify him asStauffer’s qualifications to be a director of Ephrata National Bank and ENB Financial Corp.Corp include his more than 40 years of experience with the bank and in the banking industry generally.

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J. Daniel Stoltzfus

Director since 2022

Mr. Stoltzfus, age 53, owns and manages both Stoltzfus Mfg., LLC, formed in 1998 and located in Honey Brook, Pennsylvania and Stoltzfus Manufacturing, Inc. located in Path Valley, Pennsylvania, which has operated for over twenty-five (25) years producing quality equipment such as hay and feeder wagons and bale carriers for the agricultural industry. Mr. Stoltzfus’s manufacturing company also provides custom work ranging from fabrication, welding, and repairs to CNC plasma cutting services for the local agricultural community. Additionally, Mr. Stoltzfus is majority owner of Westbrooke IP, LLC, which is a commercial real estate holding entity in Honey Brook, PA, and he is sole owner of Path Valley Industries, LLC, a real estate holding entity for lease to Stoltzfus Manufacturing Inc. In addition to demonstrating strong business acumen in his successful management of these manufacturing companies and real estate holding entities, we believe Mr. Stoltzfus is qualified to be a director of Ephrata National Bank and ENB Financial Corp because of his thorough knowledge and understanding of the social and economic aspects of the communities that are served by the Corporation.

 

Continuing as Class B Directors for a term expiring at the 20182024 Annual Meeting

 

Willis R. Lefever

Director since 2004

 

Mr. Lefever, age 61,68, is Owner of Lefever Construction, a home builder and land development proprietorship, and owner of Lefever Auto Sales, LLC, both near Ephrata, Pennsylvania. In addition to demonstrating strong business acumen in his successful management of small businesses for more than 3740 years, we believe Mr. Lefever is qualified to be a director of Ephrata National Bank and ENB Financial Corp because of his understanding of the land development and building industry in Lancaster County, and his thorough knowledge and understanding of the social and economic aspects of the communities that are served by the Corporation.

 

Donald Z. MusserJay S. Martin, CISSP

Director since 20072019

 

Mr. Musser,Martin, age 55,58, is Owner of Little Stream Auto Rentals in New Holland, Pennsylvania. In addition to his 31employed by Donegal Mutual Insurance Company where he serves as the Vice President-Information Security Officer. He is credentialed as a CISSP (Certified Information Systems Security Professional) and has over 30 years of experience in business, Mr. Musser is very activevarious roles in non-profitinformation technology, and faith-based service organizationshas a B.S. degree from DeVry in Northern Lancaster County, currently serving as Board ChairElectronic Engineering. In his current role, he facilitates the design and implementation of Lighthouse Vocational Services,information security policy, tracks and Board Secretary of Community Aid Relief Effort.reports on cybersecurity risks and activity, and monitors regulatory compliance to cybersecurity requirements. We believe Mr. MusserMartin is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his businessthorough understanding and knowledge of information technology, cybersecurity and experience and his particular knowledge and understanding ofin the needs of the geographical, social, and faith communities of which he is a part.insurance industry.

 

Judith A. Weaver

Director since 2012

 

Ms.Weaver,Ms. Weaver, age 57, is64, now retired, was the OwnerPresident and PresidentOwner of Martin’s Trailside Express, Inc., a truck stop and restaurant, and a partner in MSW Properties LP, a family real estate partnership until they were sold in April 2019. Ms. Weaver was also President and Owner of Martin Services Group, Inc., a corporate reseller of bulk petroleum products. Ms.

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Weaver is also a partnerproducts until her retirement in MSW Properties LP, a family real estate partnership.April 2019. All of these entities arewere located in East Earl, Pennsylvania. In addition to her 4045 years of business experience in the wholesale and retail industries, Ms. Weaver is also involved in her community, currently serving as a directoron the board of CrossNet Ministries and the PennsylvaniaFellowship of Christian Athletes Regional Board of Hope International, andBoard. She previously having served as a board member and Board Secretary at Garden Spot Village, a retirement community in New Holland, Pennsylvania, on the Regional Board of Hope International, and on the Board and Executive Committee at the New Holland Recreation Center in New Holland, Pennsylvania. We believe Ms. Weaver is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because she is able to contribute her experience and thorough understanding of wholesale, retail, and service-oriented business issues affecting

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the communities in which the Corporation provides financial services.

 

Continuing as Class C Directors for a term expiring at the 2017 Annual Meeting

Susan Y. NicholasRoger L. Zimmerman

Director since 2008

Ms. Nicholas, age 56, is an attorney and Partner in the law firm, Young and Young Attorneys at Law, in Manheim, Pennsylvania. Ms. Nicholas has 30 years of experience as an attorney, with specific legal practice in the areas of estates, trusts, and real estate. Along with her legal experience, Ms. Nicholas brings to the Board an interest and knowledge of corporate governance issues and a familiarity with the social and economic composition of the greater Manheim community. In addition to the expertise in the fields of business and family law, Ms. Nicholas devotes time to her community by serving on the boards of the Manheim Central Student Loan Fund Association, Strasburg Railroad, and Sudan Rebirth Ministry. We believe Ms. Nicholas’ particular skills and her involvement in community affairs qualify her to serve as a director of Ephrata National Bank and ENB Financial Corp.

Mark C. Wagner

Director since 20072021

 

Mr. Wagner,Zimmerman, age 62,43, was appointed to the Board of Directors in March of 2021. After having served as the Chief Financial Officer for 13 years, he now serves as the Executive Vice President and is Co-owneran owner of Paul B. Zimmerman, Inc., a hardware, wholesale, manufacturing and Presidentindustrial finishing company. Mr. Zimmerman has been associated with the company for 29 years and is a lifelong resident of White Oak Mills, Inc., located in Elizabethtown, Pennsylvania. White Oak Mills, Inc. manufactures livestock and poultry feeds and serves the agricultural communities throughout Southeastern Pennsylvania. Additionally, Mr. Wagner owns and operates several farms in Lancaster County Pennsylvania involved in livestock production.having graduated from Warwick High School. Mr. WagnerZimmerman has served on the Economic Advisory Council of the Federal Reserve Bank of Philadelphia and as a director on numerous agriculture industry boards across Pennsylvania. In addition, Mr. Wagner currently served/serves as a board memberDeacon for the Indiantown Mennonite Church and a Board Member of Pleasant View Retirement Community in Manheim, Pennsylvania.Wellspan Health, Eastern Region. We believe Mr. WagnerZimmerman is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because ofhe is able to contribute his 37 years of business experience and financial expertise both of which demonstrate his strong backgroundability to maintain a business’ legacy while adapting to changing customer needs in finance and administration, his familiarity and close involvement with the agriculture industry in Lancaster County, Pennsylvania, and his community involvement.

Paul W. Wenger

Director since 2008

Mr. Wenger, age 66, was an employee of Ephrata National Bank from 1967 until his retirement on December 31, 2015. He served as Vice President and Corporate Secretary of ENB Financial Corp from January 1, 2009 to December 31, 2015, Treasurer of ENB Financial Corp from July 1, 2008 to December 31, 2008, and Senior Vice President and Cashier of Ephrata National Bank from 1999 to December 31, 2015. During his employment with the Corporation, Mr. Wenger also held various other officer positions including Vice President of Deposit Accounting, and Vice President of Operations. Also, Mr. Wenger is active in Northern Lancaster County municipal government and serves as a board member of several civic, non-profit, and faith-based organizations. We believe he is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his 49 years of experience in bank management, his strong background in bank automation, operational and procedural matters, corporate governance, and his expertise in shareholder relations and other corporate issues.

increasingly complex marketplace.

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SHARE OWNERSHIP

 

Beneficial Ownership by Principal Holders

 

The following table shows, to the best of our knowledge, the names and addresses of each person or entity who owned shares of record, or who is known by the Board of Directors to be the beneficial owner of more than 5% of ENB Financial Corp’s outstanding common stock as of the record date of this proxy, March 11, 2016.13, 2023.

 

Name and AddressShares Beneficially
Owned
Percentage of Outstanding Common
Name and AddressOwned
Stock Beneficially Owned

J. Harry Hibshman Scholarship Fund Trust

892,800 (1)31.33%

C/O ENB’s Money Management Group

Wealth Solutions Division

31 East Main Street

Ephrata, Pennsylvania 17522

1,785,600(1)31.73%

Robert C. Wenger Charitable Trust

C/O ENB’s Wealth Solutions Division

31 East Main Street

Ephrata, Pennsylvania 17522

500,406(2)8.89%

 

(1)Directors Emeriti John H. Shuey, Walter K. Trumbauer, and NoahPaul W. Wenger are trustees of theJ. Harry Hibshman Scholarship Fund Trust.
(2)The Ephrata National Bank serves as the trustee of the Robert C. Wenger Charitable Trust.

Beneficial Ownership by Nominees for Director, Continuing Directors and Named Executive Officers

 

The following table shows, as of March 11, 2016,13, 2023, the record date of this proxy, the number of shares and percentage of ENB Financial Corp’s outstanding common stock beneficially owned by each nominee for director, each continuing director, each named executive officer, and all nominees, continuing directors, and named executive officers as a group.

 

Beneficial ownership of shares of ENB Financial Corp common stock is determined in accordance with the definitions of beneficial ownership in the General Rules and Regulations of the Securities and Exchange Commission and may include stock owned by or for the individual’s spouse and minor children and any other relative who has the same home, as well as stock that the individual has or shares voting or investment power, or has the right to acquire beneficial ownership within sixty (60) days after March 11, 2016.13, 2023. In the following table, the number of shares owned by the indicated persons is rounded to the nearest whole share.

Name of Individual Shares Owned and Nature of Percentage
or Identity of Group Beneficial Ownership of Class
     
Directors and Nominees      
       
Aaron L. Groff, Jr.  7,354(1) *
Willis R. Lefever  6,040(2) *
Donald Z. Musser  3,322(3) *
Susan Y. Nicholas  5,701(4) *
Brian K. Reed  1,427(5) *
Mark C. Wagner  4,923(6) *
Judith A. Weaver  2,370(7) *
Paul W. Wenger  7,835(8) *
Paul M. Zimmerman, Jr.  6,469(9) *
       
Named Executive Officers      
       
Aaron L. Groff, Jr. (included in list of directors above)      
Scott E. Lied  5,322(10) *
Barry E. Miller  161(11) *
Paul W. Wenger (included in list of directors above)      
       
All Nominees for Director, Continuing Directors, and      
Named Officers as a Group (13 persons) (12)      55,936  1.96%

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Name of IndividualShares Owned and Nature ofPercentage
or Identity of GroupBeneficial Ownershipof Class
   
Directors and Nominees  
   
Joshua E. Hoffman  7,014(1)*
Willis R. Lefever12,382(2)*
Jay S. Martin  3,500(3)*
Susan Y. Nicholas15,168(4)*
Brian K. Reed  8,109(5)*
Jeffrey S. Stauffer  8,962(6)*
J. Daniel Stoltzfus  1,201(7)*
Mark C. Wagner12,835(8)*
Judith A. Weaver  7,546(9)*
Roger L. Zimmerman1,310(10)*
   
Named Executive Officers  
Jeffrey S. Stauffer (included in list of directors above)  
William J. Kitsch, IV2,526*
Chad E. Neiss12,893*
   
All Nominees for Director, Continuing Directors, and  
Executive Officers as a Group (16 persons) (11)104,2731.86

*Indicates beneficial ownership of less than 1% of outstanding shares.

 

(1)Mr. GroffHoffman holds 9757,000 shares individually in an IRA and 5,37914 shares jointly with his spouse. His spouse holds 1,000 shares individually.

 

(2)Mr. Lefever holds 1,0402,082 shares individually, 300 shares individually in a Roth IRA and 5,00010,000 shares jointly with his spouse.

 

(3)Mr. MusserMartin holds these shares individually.individually in an IRA.

 

(4)Ms. Nicholas holds these shares individually.

 

(5)Dr. Reed holds 100200 shares individually and 1,3277,909 shares jointly with his spouse.

 

(6)Mr. Stauffer and his spouse hold 8,392 of these shares jointly and he holds 570 individually and 2,575 Restricted Stock Units are held individually by Mr. Stauffer which vest over three years pursuant to the Executive Officer Employment Agreement described herein.

(7)Mr. Stoltzfus holds these shares jointly with his spouse.

(8)Mr. Wagner holds these shares individually.

 

(7)(9)Ms. Weaver holds 2,0705,336 shares individually and 3002,210 shares jointly with her spouse.

 

(8)Mr. Wenger holds 250 shares individually and 7,585 shares jointly with his spouse.

(9)(10)Mr. Zimmerman holds 1,585 shares individually and 4,884 shares are held individually by his spouse.

(10)Mr. Lied and his spouse hold these shares jointly.

 

(11)Mr. Miller holds these shares individually.

(12)Includes 11,277 shares beneficially held by Messrs. DullMs. Bitner, Cake and Harting.Miller and Mr. Klein.

 

Delinquent Section 16(a) Beneficial Ownership Reporting Compliance16 Reports

 

Section 16(a) of theSecurities Exchange Act of 1934, as amended, requires directors, executive officers, and persons or entities who beneficially own more than 10% of the Corporation’s outstanding stock to file initial reports of ownership and reports of changes in ownership with the Securities and Exchange Commission. Based solely upon review of Securities and Exchange Commission Forms 3, 4, and 5 and amendments thereto, the

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Corporation believes that during the fiscal year ended December 31, 2015,2022, its directors, executive officers and greater than 10% beneficial owners timely filed all reports required under Section 16(a) of theSecurities Exchange Act of 1934, as amended.

 

 

BOARD COMPENSATION AND PLAN INFORMATION

 

Compensation of the Board of Directors

 

The following table summarizes the compensation paid by the Corporation during 20152022 to IndependentDirectors. Directors as defined by the SEC, Nasdaq standards, and all applicable laws. Compensation received by directors who are also employees of the Corporation is reported on the OTHER COMPENSATION TABLE in the Executive Compensation Section of this document.do not receive additional compensation for board service. In 2015, allJuly 2022, directors received a semi-annualpaid in advance retainer of $4,500 and $800$20,000 which covers the period of July 1, 2022 through June 30, 2023. The directors also received $950 for each Board meeting they attended. Board meetings were held one (1) timeonce each month during 2015,2022, with the exception of April, July, September,March, June, August and December,November, when two (2) Board meetings were held. Independent Directors also received $350$400 for attendance at separate committee meetings. Directors each received $1,000 for attendance at the Strategic Planning Meeting held in July 2022. Directors serving as Chairs of committees did not receive additional compensation for their role as Chair of a committee. The members of the Board of Directors of ENB Financial Corp also serve as members of the Board of Directors of Ephrata National Bank. Board meetings for ENB Financial Corp and Ephrata National Bank were held concurrently during 20152022 and directors did not receive additional compensation for attending both meetings.

 

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Fees EarnedAll Other 
Nameor Paid in CashCompensationTotal

Fees Earned

or Paid in Cash

All Other

Compensation

 

Total

($)($)($)
   
Joshua E. Hoffman40,550040,550
Willis R. Lefever24,600024,60037,350037,350
Donald Z. Musser22,050022,050
Jay S. Martin40,550040,550
Susan Y. Nicholas24,250024,25038,000038,000
Brian K. Reed22,400022,400    43,075(1)043,075
J. Daniel Stoltzfus    31,400(2)031,400
Mark C. Wagner24,150024,15040,150040,150
Judith A. Weaver24,600024,60037,750037,750
Paul M. Zimmerman, Jr.22,650022,650
Roger L. Zimmerman38,650038,650

 

(1)Mr. Reed invested a percentage of his quarterly compensation in the purchase of ENB Financial Corp shares.
(2)Mr. Stoltzfus invested his initial annual retainer compensation in the purchase of ENB Financial Corp shares.

 

Non-Employee Directors’ Stock Plan

 

The Board of Directors believes that increasing the Board’s financial interest in the Corporation will create a unity of purpose and identity and will be beneficial to the growth of the Corporation. To provide non-employee directors of the Corporation with a convenient and systematic method of acquiring shares of the Corporation’s stock, the Board of Directors established the 20102022 Non-Employee Directors’ Stock Plan effective June 1, 2010.2022. Under the Plan, non-employee directors may elect to use all, or some, of the compensation they receive as directors to purchase shares in the Corporation. All shares purchased through the 20102022 Non-Employee Directors’ Stock Plan are purchased at market price, without a discount.

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EXECUTIVE OFFICERS

 

The following table presents selected information about executive officers of ENB Financial Corp and Ephrata National Bank as of the proxy record date, March 11, 2016.13, 2023. These officers are elected annually by the Board of Directors and hold office at the Board’s discretion.

 

NameAge

Principal Occupation for the Past Five Years and

NameAge

Position Held with ENB Financial Corp and Ephrata National Bank

Aaron L. Groff, Jr.66Chairman of the Board of Directors, President, and Chief Executive Officer of ENB Financial Corp since July 2008; Chairman of the Board of Directors, President, and Chief Executive Officer of Ephrata National Bank since 1999; and employee of Ephrata National Bank since 1967.
James B. Dull58Senior Vice President, Senior Operations and Technology Officer of Ephrata National Bank since October 2008; Vice President, Information Systems of Ephrata National Bank from January 1996 to October 2008; and employee of Ephrata National Bank since 1982.
Barry W. Harting59Senior Vice President and Chief Risk Officer of Ephrata National Bank since August 2008; Senior Vice President, Administrative Services of Ephrata National Bank from 1998 to August 2008; and employee of Ephrata National Bank since 1994.
Scott E. Lied54Treasurer of ENB Financial Corp since January 2009; Senior Vice President and Chief Financial Officer of Ephrata National Bank since 2004; and employee of Ephrata National Bank since 1998.
Barry E. MillerJeffrey S. Stauffer61Senior Vice President and Chief Operating Officer of Ephrata National Bank since June 2014; Vice President, Sales and Development of Ephrata National Bank from May 2013 to June 2014; Lancaster Regional President at Susquehanna Bank from February 2012 to September 2012; and Managing Director of Retail Banking at Susquehanna Bank until February 2012.

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EXECUTIVE COMPENSATION SUMMARY STATEMENT

Executive Summary

It is the intent of the Compensation Committee to provide our named executive officers with a compensation package that is market competitive, promotes the achievement of our strategic objectives and is aligned with operating and other performance metrics to support long-term shareholder value.

For purposes of this proxy statement, named executive officers are those executive officers who were, at December 31, 2015, (i) the Chief Executive Officer, (ii) the Chief Financial Officer, and (iii) the other two most highly compensated executive officers of the Corporation. The following officers of the Corporation were identified as named executive officers:

Aaron L. Groff, Jr.Chairman of the Board of Directors, President and Chief Executive Officer of ENB Financial Corp and Ephrata National Bank as of January 1, 2020 and Chairman as of June 1, 2020. Senior Vice President, Senior Lender of Ephrata National Bank from March 2017 to December 2019. Vice President, Senior Loan Officer from August 2014 to February 2017. Vice President, Commercial Lending Manager from 2012 to July 2014. Vice President, Commercial Loan Officer from 2002 to 2012; and employee of Ephrata National Bank since 1982. Mr. Stauffer is active in the community as described in the Director biography herein.

ScottWilliam J. Kitsch, IV48Senior Executive Vice President, Chief Revenue Officer since October 2021. Senior Vice President, Business Performance Strategist & Head of Agricultural Lending since April 2021 and Vice President, Agricultural Lending Manager at Ephrata National Bank since November 2016. Mr. Kitsch holds an MBA and was formerly employed at a community bank as a Senior Vice President, Market Leader and as a Regional Lending Manager, Sales Manager and Loan Officer at MidAtlantic Farm Credit for over thirteen years. In the community, Mr. Kitsch serves as an Adjunct Professor, Project Executive at Fox School of Business, Temple University, Pennsylvania. Mr. Kitsch also serves on the Board of the Pennsylvania Association of Sustainable Agriculture.
Chad E. LiedNeiss49Senior Executive Vice President, Chief Strategy Officer since October 2021 and Interim Chief Operating Officer since January 2023. Mr. Neiss also holds the position of Executive Vice President, Head of Mortgage Division of Ephrata National Bank which was initiated when Mr. Neiss joined the Bank as VP, Residential Mortgage Lender in 2014. Mr. Neiss subsequently held the position of SVP and then EVP Residential and Consumer Lending. In the community, Mr. Neiss serves as a Board Member of both Bankers Settlement Services Capital Region and the Building Industry Association of Lancaster.
Rachel G. Bitner45Executive Vice President, Chief Financial Officer since August 2021. Treasurer of ENB Financial Corp andsince August 2021. Ms. Bitner previously held the position of Senior Vice President, and Chief Financial Officer ofController, Ephrata National Bank from June 2020 to August 2021 and prior to that served as VP, Controller for eleven years beginning in June 2009. In the community, Ms. Bitner serves as Treasurer of the Long’s Park Amphitheater Foundation Board, Lancaster County, Pennsylvania and serves on the Board of Mainspring, Ephrata.
Cindy L. Cake39Executive Vice President, Chief Human Resource Officer since August 2019. Ms. Cake holds an MBA and served in previous capacities as a Human Resource Executive for other major firms. Ms. Cake holds a PHR license. In the community, Ms. Cake currently serves as a Board Member of Good Samaritan Services.

 

Barry E. MillerSenior Vice President, Chief Operating Officer of Ephrata National Bank.

Paul W. WengerVice President and Secretary of ENB Financial Corp and Senior Vice President and Cashier of Ephrata National Bank

Business Performance Highlights

Despite the ongoing challenging economic environment we faced in 2015, our financial performance continues to demonstrate a strong, well-capitalized, local community bank providing outstanding shareholder return and value.

Business performance highlights in 2015 include:

·Strong Level of Earnings -The Corporation earned $6.91 million of net income for 2015. These earnings were sufficient to grow capital and pay out a higher level of dividends to the shareholder.

·Earnings per Share/Dividends per Share - The shareholders earned $2.42 per share in 2015 with $1.08 per share paid out in the form of cash dividends. This compares to $2.48 earnings per share in 2014 with $1.07 of cash dividends per share. The dividend payout ratio was 44.6% and 43.1% for 2015 and 2014, respectively.

·Strong Performance Ratios –For 2015, the Corporation’s return on average assets (ROA) was 0.79% and the return on average equity (ROE) was 7.38%.

·Earnings Comparison – Earnings in 2015 were $182,000, or 2.6% lower than 2014, primarily due to higher operational expenses, which increased by $1.3 million or 5.6%. Staffing was increased as a result of the mortgage expansion and other operational positions. The operational expense increase was primarily offset by a $637,000 increase in net interest income and a $507,000 increase in other income. Net income in 2015 was also directly impacted by $200,000 of additional provision for loan losses than in 2014. The Corporation did benefit by a lower effective tax rate in 2015.

·Increase in Net Interest Income (NII) - Despite the continued historically low interest rate environment, the Corporation was able to increase NII by $507,000, or 2.3% in 2015, compared to 2014. The increase in NII was generated by savings in cost of funds, as total interest and dividend income decreased by $295,000, or 1.1%, while interest expense decreased by $932,000, or 19.9%.

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·Increased Provision for Loan Losses -Management did return to a normal provision expense in 2015 after three consecutive years of credit provisions. Provision expense was necessary due to one commercial charge-off in early 2015 and strong loan growth. Management increased the provision for loan losses by $150,000 in 2015 compared to a $50,000 reduction in 2014. The impact was $200,000 of combined more expense and less income during 2015 than the Corporation experienced in 2014.

Nicholas D. Klein·38Increase

Executive Vice President and Chief Risk Officer of Ephrata National Bank since January 2021, serving in Other Income - Other income sources grew moderately during 2015 aided byan advisory role to the Executive Committee. Mr. Klein holds both a $392,000, or 94.7% increase in mortgage gains. Security gains remained very high at $2.84 million, but were down from the $3.11 million recorded in 2014. Excluding gains on securitiesCRC and mortgages, other income increased $384,000, or 6.4%.

·Higher Operating Expenses - The Corporation planned fora CERP certification. Mr. Klein was previously employed as Senior Credit Risk Review Officer and incurred a higher level of expenses in 2015 as a result of further expansionan Associate National Bank Examiner, Office of the mortgage banking divisionComptroller of the Currency. In the community, Mr. Klein currently serves as President of the South Central PA Chapter of the RMA.

Adrienne L. Miller61Senior Vice President, Legal Counsel and additional complianceCorporate Secretary since January 2021, serving in an advisory role to the Executive Committee. Ms. Miller holds a J.D. and loan related positions. Total operating expenses for 2015 increased by $1.3 million, or 5.6%, over expenses incurred during 2014.

·Strong Capital - The Corporation’s equity capital was $95.1 millionpreviously held the positions of Vice President, Legal Counsel and Assistant Corporate Secretary as of December 31, 2015, compared to $92.8 millionSeptember 2014 and the position of Assistant Compliance Officer at Ephrata National Bank as of December 31, 2014, an increaseJanuary 2014. Ms. Miller was employed by CNH America LLC as Senior Counsel and Assistant Secretary for twenty-four years. In the community, Ms. Miller has served as President of $2.3 million, or 2.5%. The Corporation’s capital to assets ratio was 10.5% as of December 31, 2015, compared to 10.8% as of December 31, 2014. Tier I capital to average assets was 10.8%, while total capital to risk-weighted assets was 15.9% as of December 31, 2015. These levels are significantly above regulatory guidelines.

·Growth in Assets -The Corporation’s total assets were $905.6 million as of December 31, 2015, an increase of $48.4 million, or 5.6% from December 31, 2014. Total loans increased $49.1 million, to a total of $520.3 million, representing a 10.4% increase. The agricultural purpose loans increased $19.8 million, or 12.6% in 2015, reflecting the Corporation’s focus on agricultural lending as a means to increase loan growth and obtain deposits from the agricultural community.

·Very Strong Asset Quality –Non-performing loans to total loans were 0.15% as of December 31, 2015, lower than the 0.29% level as of December 31, 2014. Non-performing assets also remained very low at 0.11% as of December 31, 2015, compared to 0.17% as of December 31, 2014.

·Solid Deposit Growth - Total deposits increased to $740.1 million as of December 31, 2015, from $699.7 million at December 31, 2014, a $40.4 million, or 5.8% increase.Manheim Township Public Library Foundation Board, Lancaster County, Pennsylvania.

 

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

 

The Compensation Committee establishes a Compensation Philosophy for the Corporation, and makes recommendations to the Board of Directors regarding the salaries and benefits of directors, officers, and employees of the Corporation and Bank.

Executive Compensation Objectives

 

The Corporation’sCompensation Philosophyis to offer competitive compensation opportunities to all employees based upon individual contribution and personal performance. The Corporation designsExecutive Compensation Packagesto attract and retain key management employees and to motivate these employees to take actions that enhance shareholder value and attain the Corporation’s goals. TheExecutive Compensation Policiesare intended to ensure that each executive has a stake in enhancing and promoting Corporation products and services, improving profitability, and providing increased shareholder value through growth of the Corporation’s common stock and the payment of enhanced dividends. The Corporation engaged ChaseCompGroup, LLC, compensation consultants to evaluate competitive compensation structures to include annual incentive programs, base compensation and employment/change in control agreements with the intent of improving the Corporation’s talent strategy. As a result, the Corporation executed both an annual incentive plan for all employees and employment agreements for certain executive officers.

 

Compensation Committee Membership

ENB Financial Corp’s Compensation Committee is comprised of the following three (3)Independent members of the Board of Directors who serve on the Committee for a one (1) year renewable term.

·Paul M. Zimmerman, Jr. (Chair)
·Mark C. Wagner
·Judith A. Weaver

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Compensation Committee Responsibilities and Process

 

The Compensation Program is administered by the entire Board of Directors as recommended by the Compensation Committee. The Compensation Committee is responsible for establishing the Corporation’sCompensation Philosophyand making compensation recommendations regarding the position of Chairman, President, and CEO. The Compensation Committee operates under a written charter, adopted by the Board of Directors, which is available on the Corporation’s website atwww.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate- overview/committee-charting/ or by contacting Barry W. Harting, Corporate Secretary.Adrienne L. Miller, Esq., Secretary of the Corporation. The Charter outlines the Committee’s responsibilities including:

 

·EstablishingCompensation Policies;
·DeterminingBase Salaries, annual incentive andBonus amounts; profit sharing plans;
·Annually approving (along with the entire Board of Directors) the Ephrata National Bank’sCompensation Policies;
·Evaluating and determining the types of benefits appropriate to enhance theExecutive Compensation Program Objectives;
·Retaining compensation consultants to assist in evaluation of compensation arrangements; and
·Approving target financial performance levels.

 

The Committee meets with the Vice President of Human Resources of the Corporation, who provides an analysis of the survey results (discussed below) and a workforce comparison. The Committee reviews survey projections of grade-range changes, average-wage increases, and specific job-related minimums, midpoints, and maximums paid by competing survey participants. The Committee also recommends methods of handling employee compensation that falls below or above the Corporation’s grade ranges.

TheCompensation Committee reviews guidelines for compensation, bonus, and other compensation perquisites for all Corporation employees. All employees, including executives, receive annual performance appraisals, reviewing goal attainment and overall job performance. The Chairman, President, and CEO, the Sr.Senior

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Executive VP, Chief Operating Officer, the Senior Executive VP, Chief Revenue Officer and the Sr.Executive VP, Chief Risk Officer conduct the performance appraisals of the Bank Management Team Members.

 

Effective January 1, 2022, the Corporation implemented an Annual Incentive Plan, (“AIP”) for all employees. The Role of the Shareholders’ Say on Pay Vote

At the 2013 Annual Meeting of Shareholders, the shareholders overwhelmingly voted in favor of approving theAIP Plan provides eligible employees an opportunity to earn additional compensation of the Corporation’s Named Executive Officers as presented in the Compensation Discussion and Analysis presented in the Corporation’s proxy statement dated April 5, 2013. The Compensation Committee took the results of the vote into consideration in awarding compensation consistent with the policies and practices outlined in the Compensation Discussion and Analysis. The shareholders approved a proposal at the Corporation’s 2013 Annual Meeting of Shareholders to conduct an advisory voteeach year based on the Corporation’s executive compensationperformance and the personal performance of each employee in relation to pre- established performance metrics. Each employee receives a copy of their AIP which provides details for their financial award eligibility for both bank and personal goals (when applicable). In 2022 the Named Executive Officers every three (3) years. Shareholders are being askedCorporation accrued over one million ($1,000,000.00) dollars in earned AIP payments to votebe paid out in favor of approving the compensation of the Corporation’s Named Executive Officers at this year’s 2016 Annual Meeting.

Chairman, President, and CEO Performance Review2023.

 

The Compensation Committee annually conducts a performance review of the Chairman, President, and CEO’s job performance. As with all other positions within the organization, the Corporation uses a formal system of job evaluation for the Chairman, President, and CEO. The Compensation Committee provides a written CEO Performance Evaluation form to allindependent membersresults of the Board of Directors. Each member completes an Evaluation that coversGoal Attainment, Management Decisions, General Corporate Operations, andOverall Corporate Performance. Following receipt of the completed evaluations, an overall rating is calculated. The resultsreview and any recommendation for a compensation change are discussed with the remainingindependent members of the Board of Directors who make a decision regarding a compensation change. Many items play a role in determining the level of annual compensation for the Chairman, President, and CEO, including:

·The Chairman, President, and CEO’s performance;
·General Salary Survey data from the Corporation’s Peer Group; and
·General Corporate performance.

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In determining whether theBase Salary of the Chairman, President, and CEO should be adjusted, the Board of Directors takes into account non-quantitative individual performance and quantitative performance factors of the Corporation, plus information regarding the range compensation paid to Executives performing similar duties for financial institutions in the Corporation's market area.

While the Compensation Committee does not use predetermined numerical formulas to determine changes in compensation for the Chairman, President, and CEO, it weighs a variety of different performance factors in its deliberations. The Compensation Committee has emphasized, and will continue to emphasize, the Corporation’s Profitability, Capital Position and Income Level,andReturn on Tangible Equity,as well as the individual’sLeadership and Managerial Qualities, Personal Qualities, Judgment, Knowledge and Skills, Board Relations, Bank Staff Relations, Community Relations, andPolitical Effectiveness, as factors in setting the compensation for the position of Chairman, President, and CEO. The Compensation Committee also considers the amount which has been previously paid to the Chairman, President, and CEO.

 

The Compensation Committee’s recommendations are presentedCommittee also recommends to the entire Board from time to time the amount, determination and payment of Directorsremuneration to be paid by the Corporation to directors in light of time commitment, fees paid by comparable companies and the proposals are approvedresponsibilities. The Compensation Committee may form and ratified or sent backdelegate authority to the committee for additional reviewindividuals and re-presentation at a later date. The Chairman, President,subcommittees when and CEO does not participate in, and is not present, for these discussions. Only independent (non-employee) Board members participate in this discussion.as it deems appropriate.

 

The Role of Executive Officers in Determining Compensation

 

The Compensation Committee meets with the Executive Vice President, ofChief Human ResourcesResource Officer of the Corporation who provides the Committee with the information necessary for their analysis of the appropriate compensation for the executive officers. Mr. GroffStauffer participated during Board decisions regarding the compensation of employees and other executive officers. He did not however, participate and was not present when his performance and compensation was discussed.

Elements of the Executive Compensation Program

The Corporation’sExecutive Compensation Package includesBase Salary,Bonuses,Insurance,Retirement Plans,Stock Purchase Plans, and in certain instances, aCompany-provided Car, andDirector Fees.

The Corporation is managed by a thirteen-member management team which includes the President and CEO and the named executive officers. The management team oversees the various functional units within the Corporation and reports to the President and CEO, the Sr. VP, Chief Operating Officer or SVP, Chief Risk Officer.

At year-end 2015, four (4) of the management team members, two of whom are named executive officers, have greater than 25 years of service and four (4) management team members, including one (1) named executive officer, have greater than 15 years of service at the Corporation. The remaining management team members, including one (1) named executive officer, have less service at the Corporation, but bring experience from other financial institutions.

Of the thirteen (13) total management team members at the end of 2015, all but three (3) of the members received promotions into their present management-level positions. The promoted members continue to receive benefits similar to all other Corporation employees. The current philosophy of the Corporation is that promotions to executive or management status do not result in additional compensation or benefits beyond aBase Salaryincrease.Base Salary has been executives’ and managements’ major form of compensation for increased responsibilities. This internal movement has allowed the Corporation to retain quality executives and managers without having to provide additional perquisites other than largerBase Salaries. However, the necessity of perquisites continues to be evaluated and considered as part of the larger succession-planning endeavor.

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Base Salaries

Base Salaries are a major component of executive and management compensation and are reviewed every year to determine if a change is appropriate. The Corporation participates in various salary surveys each year and makes adjustments toBase Salaries supported by:

·General survey comparisons;
·The Corporation’s performance;
·The Individual’s performance;
·The Individual's level of responsibility; and
·The position responsibilities.

Compensation and Benefits Survey/Benchmarking

Neither the Compensation Committee nor management engaged a compensation consultant in 2015. The followingCompensation and Benefit Surveys are used to determine general broad-based market values of positions and other trends in executive compensation:

·Webber Survey(1)provides direct banking comparisons in the form of general compensation ranges to both local and regional banks in Pennsylvania, plus comparisons by asset size which is provided in salary ranges. The results are reviewed, analyzed, and compared to internal pay and benefits for equity and competitiveness.
·Compdata Banking and Finance Survey(2)provides a broader perspective on market trends by including local, regional, and national banks. This survey provides data by geographical locations, including National, U.S. Regional (Mid-Atlantic), State, and Local Regional (Central PA). In some cases, a city or county comparison is also included where sufficient employee positions are surveyed.
·Various other surveys(3)are used to identify more local compensation trends. These include local chamber of commerce surveys, independent banking surveys between local banks (often very job-specific) and local human resource group surveys. Participation in these surveys varies from year to year because not every group surveys annually. The surveys do not disclose specific salaries at other institutions, but provide salary ranges based upon asset size and location.
(1)The following regional survey participants were used for executive compensation planning purposes: ACNB Bank (Gettysburg, PA), Bank of Landisburg (Landisburg, PA), Centric Bank (Harrisburg, PA), F&M Trust Company (Chambersburg, PA), Mid Penn Bank (Millersburg, PA), and Orrstown Bank (Chambersburg, PA). In addition, the following survey participants with asset sizes from $600 million to $999 million were used for executive compensation planning purposes: 1st Summit Bank (Johnstown, PA), First Citizens Community Bank (Mansfield, PA), First Columbia Bank & Trust Co. (Bloomsburg, PA), First Keystone Community Bank (Berwick, PA), First National Community Bank (Dunmore, PA), Mid Penn Bank (Millersburg, PA), NexTier Bank (Butler, PA), QNB Bank (Quakertown, PA), and Community Bank (Waynesburg, PA). The percentage of commercial banks participating in the survey was 83.33%, with savings institutions and credit unions accounting for the remaining 16.67% of participants.
(2)Individual participant names are not provided with this survey. Percentage of commercial banks participating in the survey was 38.2%, credit unions accounted for 33.4% with the remainder in consumer finance and mortgages (11.8%), investment companies (2.9%), and other (13.7%).
(3)Individual participant names are not provided with these surveys.

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The Compensation Committee uses the surveys to determine if the Named Executive Officers are being compensated in the correct range of salaries.

In comparing theBase Salary of the Named Executive Officers to the average of the 2015 salary surveys, theBase Salaries fell as follows:

Aaron L. Groff, Jr. – Chairman, President, and CEO

2014Base Salary fell between the midpoint and the maximum, or 50.49% place in range. Following the Compensation Committee’s analysis, a 2015 increase of 5.00% was recommended to adjust the President and CEO’sBase Salary to 60.98% place in range of the survey data. Comparing to total compensation paid (Base + Bonus + Incentive + Tax Comp), Total 2015 Compensation paid to the President and CEO fell at 61.41% of 57 surveyed institutions.

Scott E. Lied – Treasurer of ENB Financial Corp and Senior Vice President and Chief Financial Officer

2014Base Salary fell between the minimum and the midpoint, or 14.53% place in range. Following the President’s performance evaluation, a 2015 increase of 4.00% was recommended to adjust the Sr. VP, Chief Financial Officer’sBase Salary to 20.82% place in range of the survey data.

Barry E. Miller – Senior Vice President, Chief Operating Officer

2014Base Salary fell between the minimum and the midpoint, or 20.82% place in range. Following the President’s performance evaluation, a 2015 increase of 4.00% was recommended to adjust the Sr. VP, Chief Operating Officer’sBase Salary to 27.78% place in range of the survey data.

Paul W. Wenger – Vice President and Secretary of ENB Financial Corp and Senior Vice President and Cashier

2014Base Salary fell between the minimum and the midpoint, or 12.92% place in range. Following the President’s performance evaluation, a 2015 increase of 4.00% was recommended to adjust the Sr. VP, Cashier’sBase Salary to 14.83% place in range of the survey data.

Bonuses

AnAnnual Employee Holiday Bonus is paid to all employees before year-end based on “total worked” compensation. Executives receive the same bonus percentage as all other employees. A larger dollar amount of an executive’s bonus is attributable to their higher annual compensation.

AnAnnual Performance Bonus is considered in February of each year. Executives receive the same flat dollar amount for the Annual Performance Bonus as all other employees. The Corporation determines if general corporate income and growth goals have been met or surpassed in the prior year and determines if aPerformance Bonus will be paid to employees. The Corporation does not provide a formalizedExecutive Bonus Plan as a perquisite. An Annual Performance Bonus was not paid in 2015.

Insurance

Health, Life, and Disability Insurance

As is standard in the industry, all employees receive various types of insurance based onStandard Hours Worked per Week. Executives receive insurance benefits similar to other full-time employees. Executives do not receive any insurance perquisites based upon their position. Insurance coverage for employees working thirty (30) or more standard hours per week includes:

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·Health Insurance
·Disability Insurance
·Life Insurance in the amount of five (5) times an employee’s annualized salary to a maximum of $400,000

Health, Life, and Disability Insurance are not tied to Corporate or individual performance. The expense of providing such benefits to all employees is not taken into account when determining specific salaries of the named executive officers, and is seen as a cost of doing business.

Bank Owned Life Insurance (BOLI)

In 2006, 2007, 2012, and 2015, all Vice Presidents and members of Senior Management were invited to participate in the Corporation’s purchase of Bank Owned Life Insurance (BOLI). BOLI is typical in the financial services industry as an investment vehicle for the Corporation that allows greater employee benefits to be offered at a lower cost, and encourages employment longevity. In addition to being considered an investment vehicle for the Corporation, BOLI also provides life insurance coverage to the Corporation and for the employee. The life insurance coverage is placed on the lives of the employees who agreed to participate, and the Corporation receives the death payment benefit when the employee dies. To reward their participation in BOLI, the Corporation purchases additional life insurance coverage for each participant at one (1) times their annualized salary. All Vice Presidents and members of Senior Management, including the named executive officers, chose to participate in BOLI, and the cost of the additional life insurance coverage for the named executive officers is included in the OTHER COMPENSATION TABLE on page 24.

Retirement Plans

The Corporation considers it important to assist employees in saving for retirement and retirement plans encourage employees to remain in the employment of the Corporation. In order to have a diversified retirement program for employees and to encourage participation, the Corporation has established two (2) types of retirement plans for its employees; aDefined Contribution Pension Plan and a401(k) Savings Plan.A description of these retirement plans can be found on page 25.

Stock Option and Stock Award Programs

Currently the Corporation does not have aStock Option orStock Award Program. Our current compensation model maintainsBase Salary andAnnual Bonuses as the major components of compensation.

Severance Plan

The Corporation has aSeverance Plan that is available to employees based on the circumstances of their release and with the approval of the Board of Directors. TheSeverance Plan could be available for any employee being released from employment for reasons other than willful misconduct or general performance issues, but such payment is solely at the discretion of the Board of Directors depending upon the individual circumstances.

Executive Contracts and Change of Control Agreements

No Employment, Change of Control, or other contracts exist between ENB Financial Corp or Ephrata National Bank and any of its executive officers.

Other Forms of Compensation (Perquisites)

Company Car for Chairman, President, and CEO

Given his position and the amount of time he spends on Corporate and Bank business outside the office, a company car is provided for one executive – the Chairman, President, and CEO – for personal and

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business purposes. Personal use of the car is taxable, based on standard IRS lease value tables, and is included in the OTHER COMPENSATION TABLE onpage 24.

Director Fees

In 2015, two executives named below, received Director Fees for the work they perform through their participation on the Corporation’s Board of Directors. The Director Fees they received are included in the OTHER COMPENSATION TABLE onpage 24.

·Aaron L. Groff, Jr. (Chairman, President, and CEO of ENB Financial Corp and Ephrata National Bank)
·Paul W. Wenger (Secretary of ENB Financial Corp and Senior Vice President and Cashier of Ephrata National Bank)

Other Forms of Compensation (Non-Perquisites)

Employee Stock Purchase Plan - Discount Earnings

The Corporation believes that exceptional performance is achieved through an ownership culture that encourages employees to become shareholders of the Corporation. In an effort to align the interests of the Corporation’s employees with the interests of its shareholders, the Corporation offers anEmployee Stock Purchase Plan (ESPP) to all eligible employees. Eligible employees are those who have been employed five (5) months or longer and whoseStandard Hours per Week are twenty (20) or greater. Employees, including named executive officers, participating in theESPP receive a 10% discount off the quarter-end fair market value of the Corporation’s common stock.

ESPP Discount Earningsfor named executive officers are included in the OTHER COMPENSATIONTABLE onpage 24, and a description of theESPP begins on page 29.

Service Awards

Service Awards are available to all employees who are regular full-time and regular part-time employees and are based upon the length of service. There is no differentiation forService Awards between named executive officers and other employees. Employees receive awards beginning at five (5) years of employment and continuing in five-year increments thereafter. The awards vary from a $75 Gift Card for five (5) years of service to cash awards that begin at the ten-year anniversary and continue, in increasing amounts, after the completion of each additional five (5) years of service.Service Awards are offered to provide an incentive to remain in the employment of the Corporation.

Service Awards for named executive officers are included in the OTHER COMPENSATION TABLE onpage 24.

Short-Term and Long-Term Incentive Plans

The Corporation continues to useBase Salary andBonuses as the core components of executive compensation because it provides the executive with solid compensation that is not tied to market fluctuations. Therefore, throughout 2015, there were noShort-Term orLong-Term Incentive Plans in place, and no executive officer received anyShort-Term orLong-Term Incentives through an earlierIncentive Plan.

Differences in Compensation Awarded to Named Executive Officers

All executive officers receive similar compensation. Any difference in the amount of compensation is based upon position, performance levels, and length of service with the Corporation. There are no incentives awarded to executive officers.

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Impact of Tax and Accounting Treatment

There were no adjustments to compensation based upon tax or accounting treatments.

Hedging and Pledging

Employees who own shares outright are permitted to hedge or pledge shares, subject to the Corporation’s Insider Trading Policy Statement that restricts certain transactions prior to the release of certain nonpublic information.

Stock Ownership Guidelines

At this time, the Corporation does not require its named executive officers to own a certain number of shares of Corporation stock; however, it does encourage ownership of Corporation stock through its Employee Stock Plan.

Executive Compensation

The Board of Directors conducted a risk assessment of the Corporation’s compensation program and concluded that the program is balanced, does not motivate imprudent risk taking, and is not reasonably likely to have a material adverse effect on the Corporation.

The information in the following table concerns the annual compensation for services in all capacities to ENB Financial Corp and Ephrata National Bank for the fiscal year ended December 31, 2015, of those persons who were, at December 31, 2015, (i) the Chief Executive Officer, (ii) the Chief Financial Officer, and (iii) the other two most highly compensated executive officers of the Corporation and the Bank, to the extent such person’s total compensation exceeded $100,000.

Frequency of Shareholder Advisory Vote on Executive Compensation

The shareholders approved a proposal at the Corporation’s 2013 Annual Meeting of Shareholders to conduct an advisory vote on the Corporation’s executive compensation for the named executive officers every three years. The next shareholder advisory vote on executive compensation will take place at the 2016 Annual Meeting of Shareholders. The next shareholder advisory vote on the frequency by which shareholders will vote on executive compensation will take place at the 2019 Annual Meeting of Shareholders.

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SUMMARY COMPENSATION TABLE

 

     All 
        Name and    OtherTotal
   Principal Position  YearSalaryBonus CompensationCompensation
  ($)(1)($)(2) ($)(3)($)(4)
       
    Aaron L. Groff, Jr.2015278,2425,565 60,943344,750
    Chairman of the Board,2014264,9925,302 53,426323,720
    President and CEO2013252,3835,801 56,783314,967
       
    Scott E. Lied2015142,0022,840 14,125158,967
    Senior Vice President,2014136,5522,736 13,934153,222
    Chief Financial Officer2013132,2493,402 14,104149,755
       
    Barry E. Miller2015153,1303,063 14,762170,955
    Senior Vice President,2014147,2432,821 12,593162,657
    Chief Operating Officer2013  82,5001,650 1,33685,486
       
    Paul W. Wenger2015146,1822,924 35,352184,458
    Senior Vice President2014140,5662,811 36,208179,585
    and Cashier2013136,8073,491 33,853174,151
       
     All 
Name and    OtherTotal
Principal PositionYearSalaryBonusStock awardsCompensationCompensation
  ($)(1)($)(2)($)(3)($)(4)($)(5)
Jeffrey S. Stauffer2022360,40077,77143,26040,969522,400
Chairman of the Board,2021340,00011,739--34,574386,313
President and CEO      
       
Chad E. Neiss2022150,000507,664(6)15,00232,448705,114
Senior Executive Vice President,2021145,855513,309(6)--24,305683,469
Chief Strategy Officer      
Interim Chief Operating Officer      
Head of Mortgage Division      
       
William J. Kitsch, IV2022240,00040,04524,00719,980324,032
Senior Executive Vice President,2021149,0009,600--14,591173,191
Chief Revenue Officer      

 

Summary Compensation Table Key

 

(1)Base Salary.
(2)An Annual Employee Holiday Bonus is paid to all employees before year-end based on“total worked”compensation. Executive officers receive the same bonus percentages as all other employees; the larger dollar amountInclusive of an executive officer’s bonusannual incentive plan described herein which is attributable to their higher annual compensation. There was not a Corporate Performance Bonusearned in 2022 but paid in 2015.2023, an annual performance bonus, and any other service award, position related commission and incentive payments, if applicable.
(3)The amounts in this column represent the grant date fair value of equity awards in the year granted, in accordance with FASB ASC Topic 718. Stock awards consisted of grants of restricted stock units.
(4)All Other Compensation includesTotal Other Earnings in theOTHER COMPENSATION TABLE on page 24,21 andPension ForfeituresandPensionTotal Contributions(2) and (3), on theDEFINED CONTRIBUTION PENSIONand PROFIT SHARING PLAN TABLE on page 26.23.
(4)(5)Total of (1) through (3)(4).

(6)Head of Mortgage Division earned bonus for both 2021 and 2022 is inclusive of Senior Residential Mortgage Executive Incentive Plan providing for quarterly incentive and monthly commission payments.

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OTHER COMPENSATION TABLE(1)

 

    GroupBOLI    
    LifeParticipationInside401(k)10%Total
Name and CompanyServiceInsuranceExtra LifeDirector'sCorporateDiscountOther
Principal PositionYearAutoAwardsPremiumsPremiumsFeesMatchESPP SharesEarnings
  ($)(1)($)(2)($)(3)($)(4)($)(5)($)(6)($)(7)($)(8)
          
 Aaron L. Groff, Jr.20157,49707201,04421,8006,853  25238,166
 Chairman of the Board,20144,11807201,04420,2006,729   46533,276
 President and CEO20138,55907201,04420,0006,216   42936,968
          
 Scott E. Lied201500720   55603,621  5715,468
 Senior Vice President,201400720   55603,4881,044 5,808
 Chief Financial Officer20130  275720   55603,4001,239 6,190
          
 Barry E. Miller201500720 29403,530  176 4,720
 Senior Vice President,201400720    003,186    78 3,984
 Chief Operating Officer201300420    00   916      0 1,336
          
 Paul W. Wenger201500531   43321,0003,728  35426,046
 Senior Vice President201400531   43321,8003,4491,42727,640
 and Cashier201300720   43319,5003,4941,33925,486
          

   Group LifeSplit Dollar401(k)15%Total
Name and  InsuranceImputedCorporateDiscountOther
Principal PositionYearAutoPremiumsIncomeMatchESPP SharesEarnings
  ($)(2)($)(3)($)(4)($)(5)($)(6)($)(7)
Jeffrey S. Stauffer20227,7312,7723268,9125,97825,719
Chairman of the Board,20217,1812,7722938,5111,31720,074
President and CEO       
        
Chad E. Neiss20220654656,41610,06317,198
Senior Executive Vice20210630606,1003,0159,805
President, Chief Strategy       
Officer, Interim Chief
Operating Officer & Head of
Mortgage Division
 
William J. Kitsch, IV20220630596,0001,3238,012
Senior Executive Vice20210630554,0934655,243
President, Chief       
Revenue Officer       

 

Other Compensation Table Key

 

(1)Other Compensation excluding Defined Contribution Profit Sharing Plan contributions. See the DEFINED CONTRIBUTION PROFIT SHARING PLAN TABLE on page 23.
(2)Personal-use expense for company-provided automobile – a perquisite.
(2)Service Awards given to all employees every five (5) years.
(3)Group Life Insurance Premium. Full-time employees receive life insurance coverage at 5 times their annualized salary to $400,000 maximum. Life insurance rates remained unchanged from 2013 through 2015.
(4)AdditionalA Split Dollar life insurance benefit is provided as incentive to participate in Bank Owned Life Insurance (BOLI), and all Senior Vice Presidents and SeniorExecutive Vice Presidents were asked to participate in BOLI.BOLI and all participated. BOLI is reviewed as needed and updated with new Senior and Executive Officers within that cadence.
(5)Inside Director’s fees paid.
(6)401(k) Savings Plan Corporate Match Dollars. See401(k) SAVINGS PLAN - MATCH DATA TABLE on page 28.24.
(7)(6)All participating employees receive 10%15% discount on stock purchased through the ENB Financial Corp and Designated Subsidiaries 2022 Qualified Employee Stock Purchase Plan.Plan (“2022 ESPP”).
(8)(7)Total of (1)(2) through (7)(6).

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OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

 Stock Awards
Name and
Principal Position
Number of shares or units of
stock that have not vested
(#)(1)

Market value of shares or units of
stock that have not vested

($)(2)

Jeffrey S. Stauffer

Chairman of the Board,

President and CEO

2,57541,200

Chad E. Neiss

Senior Executive Vice President, Chief Strategy Officer, Interim Chief Operating

Officer, and Head of Mortgage Division

   89314,288

William J. Kitsch, IV

Senior Executive Vice President, Chief Revenue Officer

1,42922,864

(1)The shares listed below are restricted stock units awarded on October 31, 2022 and vest annually at 33 1/3% over three years beginning on the first anniversary date.
(2)Amounts represent the fair market value of the restricted stock units on December 31, 2022. The closing price of the Company's common stock was $16.00 on that date.

RETIREMENT PLANS

 

Defined Contribution PensionProfit Sharing Plan

 

The Corporation has established aDefined Contribution Profit Sharing Plan on January 1, 2016 which became part of the 401(k) Savings Plan beginning on January 1, 2016. Effective January 1, 2016, the Defined Contribution Pension Plan, covering all employees aged 21 or older who work 1,000 or more hours in a calendar year was terminated and have completed at least one year of service. Entryrolled-over into the Profit Sharing Plan and participation inwas combined with theDefined Contribution Pension Plan begins on January 1 or July 1 after meeting the eligibility requirements. Normal retirement is at age 65. A late retirement feature exists within theDefined Contribution Pension Plan whereby a participant who has attained age 65 may continue to participate and receive employer contributions. A participant is fully vested after six years and is automatically vested upon death or retirement due to disability.

There is a graded vesting schedule for other termination of employment: 20% after two years, 40% after three years, 60% after four years, 80% after five years, and 100% after six years. The timing and form of the distribution of benefits is at the Corporation’s discretion, except in the cases of death or retirement at age 65. 401(k) Savings Plan.

 

TheDefined Contribution PensionProfit Sharing Planis administered by the Money Management GroupWealth Solutions, a division of Ephrata National Bank. In 2022, the Corporation engaged Fidelity Management Trust Company to assume custodian and record-keeping responsibilities for the Plan.

 

The Corporation makes annual contributions to eligible employee pensionemployee’s Profit Sharing accounts equal to 5.0% of the employee’s eligible annual income. Employees that earn over the Social Security maximum receive an additional annual contribution of 5.0% of all eligible dollars earned that are over the Social Security maximum. In 2015, the Social Security maximum was $118,500 with an annual compensation limit of $265,000 for determining the 5% contribution.as follows:

·A non-elective 3% contribution was provided to all employees employed at the Ephrata National Bank during 2022 who worked at least 30 days. This contribution is commonly referred to as the “Safe Harbor Contribution.”

·A 2% elective contribution is provided to all employees who are aged 18 or older who work 1,000 or more hours in a calendar year and have completed at least one year of service.

 

For purposes of theDefined Contribution PensionProfit Sharing Plan, eligible compensation was limited to $265,000$305,000 in 2015, $260,000 in 2014, and $255,000 in 2013.2022. Total contributions to theDefined Contribution PensionProfit Sharing Plan for the plan year ended December 31, 2015, 2014,2022 and 20132021 were $491,603, $473,591,$934,672 and $451,201,$905,122 respectively.

 

In 2015,2022, the Corporation contributed the following amounts to theDefined Contribution PensionProfit Sharing Planon behalf of the named executive officers: Aaron L. Groff, Jr.,Jeffrey S. Stauffer, Chairman of the Board, President and Chief Executive Officer, $ 22,777; Scott$15,250; Chad E. Lied,Neiss, Senior Executive Vice President, Chief Strategy Officer, Interim Chief Operating Officer & Head of Mortgage Division, $15,250 and William J. Kitsch, IV, Senior Executive Vice President and Chief FinancialRevenue Officer, $ 8,657; Barry E. Miller, Senior Vice President, Chief Operating Officer, $9,972; and Paul W. Wenger, Senior Vice President and Cashier, $9,306.$11,968.

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Larger contributions to theDefined Contribution PensionProfit Sharing Plan for named executive officers are attributable to their higherBase Salaries.Defined Contribution PensionProfit Sharing Plancontributions for named executive officers are included in the DEFINED CONTRIBUTION PENSIONPROFIT SHARING PLAN TABLE on page 26andbelow and inAll Other Compensationon the SUMMARY COMPENSATION TABLE on page 23.

Effective January 1, 2016, the Defined Contribution Pension Plan was combined with the 401(k) Savings Plan.20.

 

401(k) Savings Plan

 

TheIn 2022, the Corporation engaged Fidelity Management Trust Company to assume custodian and record- keeping responsibilities for the ENB 401(k) Savings Plan was introduced in 2001 as a method to allow employees to save additional funds for retirement abovePlan. Since 2010, the pension offered through the Corporation’sDefined Contribution Pension Plan. Initially, the Corporation did not provide a match of any employee contributions to the401(k) Savings Plan. In 2010, the401(k) Savings Plan was amended to allowhas allowed all employees to participate and to providethe Corporation provides a 2.5% corporate match on all employeeof 50% of employee’s contributions up to 5.0% of each contributing employee’s eligible compensation. The Corporation does not match contributions over 5.0% of eligible compensation. The Corporation began matching contributions for401(k) Savings Planparticipants to encourage its employees to save for their retirement. Since the Corporation began matching401(k) Savings Plan contributions, participation rates in thePlan increased from approximately 40% in 2009 to over 79% in 2015.

 

DEFINED CONTRIBUTION and PROFIT SHARING PLAN TABLE

   2.00% 
Name andPlanSafe Harbor
Non-elective
Profit Sharing
Elective
Total
Principal PositionYearContributionContributionContribution
  ($)($)($)(1)
Jeffrey S. Stauffer20229,1506,10015,250
Chairman of the Board,20218,7005,80014,500
President and CEO    
     
Chad E. Neiss20229,1506,10015,250
Senior Executive Vice20218,7005,80014,500
President, Chief Strategy    
Officer, Interim Chief    
Operating Officer, and    
Head of Mortgage    
Division    
     
William J. Kitsch, IV20227,1814,78711,968
Senior Executive Vice20215,6093,7399,348
President, Chief Revenue    
Officer    

Profit Sharing Table Key

(1)Total Defined Contribution and Profit Sharing during 2022 and 2021. This amount is included in OTHER COMPENSATION in the SUMMARY COMPENSATION TABLE on page 20.

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DEFINED CONTRIBUTION PENSION PLAN TABLE

  1-Jan 5.00%PensionTotal $31-Dec
Name andPlanPension PlanPensionPensionInvestmentChange inPension Plan
Principal PositionYearValueForfeituresContributionEarningsPensionValue
  ($)(1)($)(2)($)(3)($)(4)($)(5)($)(6)
        
 Aaron L. Groff, Jr.20151,211,416022,777  10,522  33,2991,244,715
 Chairman of the Board,2014 1,097,283020,150  93,983114,1331,211,416
 President and CEO2013    924,048019,815153,420173,2351,097,283
        
 Scott E. Lied2015  165,1370  8,657  1,45810,115  175,252
 Senior Vice President,2014   144,4100  8,126 12,60120,727  165,137
 Chief Financial Officer2013   116,6790  7,914 19,81727,731  144,410
        
 Barry E. Miller2015      8,9740  9,972    12010,092  19,066
 Senior Vice President,2014    00  8,609    365  8,974     8,974
 Chief Operating Officer2013    00   0    0  0 0
        
 Paul W. Wenger2015  676,4740  9,306   5,86115,167 691,641
 Senior Vice President2014   615,3190  8,568 52,58761,155 676,474
 and Cashier2013   520,7260  8,367 86,22694,593 615,319
        

Pension Plan Table Key

(1)Plan Value at beginning of Plan Year.
(2)Forfeitures – Non-Vested Employee Funds Returned to Plan upon Termination.
(3)5.0% Contribution of Eligible Earnings, including earnings over the Social Security wage base.
(4)Investment Earnings from Plan Year.
(5)Total Change in Pension $ from beginning of the Plan Year – Total of (2) through (4) above.
(6)Year Ending Pension Plan Balance – Total of (1) and (5).

No Pension Plan Payments were made to the named executive officers above during 2015.

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PENSION BENEFITS TABLE

  Number ofValue of 
Name and Years ofAccumulated BenefitPayments During
Principal PositionPlan NameCredited ServiceAs of 12/31/15Last Fiscal Year
   ($)($)
     
 Aaron L. Groff, Jr.Defined Contribution481,244,7150
 Chairman of the Board,Pension Plan   
 President and CEO    
     
 Scott E. LiedDefined Contribution17    175,2520
 Senior Vice President,Pension Plan   
 Chief Financial Officer    
     
 Barry E. MillerDefined Contribution2      19,0660
 Senior Vice President,Pension Plan   
 Chief Operating Officer    
     
 Paul W. WengerDefined Contribution48     691,6410
 Senior Vice PresidentPension Plan   
 and Cashier    
     

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401(k) SAVINGS PLAN – MATCH DATA TABLE

 

 

Name and

Principal Position

 

Plan

Name

 

Plan

Year

 

Corporate

Match

   $(1)
    
Aaron L. Groff, Jr.ENB 401(k) Savings Plan20156,853
Chairman of the Board, 20146,729
President and CEO 20136,216
    
Scott E. LiedENB 401(k) Savings Plan20153,621
Senior Vice President, 20143,488
Chief Financial Officer 20133,400
    
Barry E. MillerENB 401(k) Savings Plan20153,530
Senior Vice President, 20143,186
Chief Operating Officer 2013   916
    
Paul W. WengerENB 401(k) Savings Plan20153,728
Senior Vice President 20143,449
and Cashier 20133,494
    
    

 

Name and Principal Position

 

Plan
Name

 

Plan
Year

 

Corporate
Match

   $(1)
Jeffrey S. StaufferENB 401(k) Savings Plan20228,912
Chairman of the Board, 20218,511
President and CEO   
    
Chad E. NeissENB 401(k) Savings Plan20226,416
Senior Executive Vice 20216,100
President, Chief Strategy   
Officer, Interim Chief   
Operating Officer and Head   
of Mortgage Division   
    
William J. Kitsch, IVENB 401(k) Savings Plan20226,000
Senior Executive Vice 20214,093
President, Chief Revenue   
Officer   

 

 

401(k) Savings Plan Table Key

(1)Total Corporate Match during 2015.2022 and 2021. This amount is included on the OTHER COMPENSATION TABLE on page 24.21.

PAY VERSUS PERFORMANCE TABLE

Year

Summary
Compensation
Table Total
for PEO

($)

Compensation
Actually Paid
to PEO

($)

Average
Summary
Compensation
Table Total
for Non-PEO
NEOs

($)

Average
Compensation
Actually Paid
to Non-PEO
NEOs

($)

Value of
Initial Fixed

$100

Investment
Based On
Total
Shareholder
Return

($)

Net Income
($)
(a)(b)(c)(d)(e)(f)(g)
2022522,400520,340514,573513,64476.8714,631,000
2021386,313386,313449,706449,706120.2714,916,000

Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for the Corporation’s Principal Executive Officer (PEO), Chairman of the Board, President and Chief Executive Officer, Jeffrey S. Stauffer, for the respective years shown.

Column (c). Compensation actually paid to the PEO as calculated in each year reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules.

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Table of Contents

 20222021
Summary Compensation Table Total$522,400$386,313
Adjustments:  
Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table$43,260 
Plus: fair value of awards granted during the year that remain unvested as of year end$41,200 
Compensation Actually Paid$520,340$386,313

Column (d). Reflects the average of the compensation amounts reported in the “Summary Compensation Table” for the Corporation’s other Named Executive Officers (“Other NEOs”). The Other NEOs included in the average figures for 2022 are Messrs. Neiss and Kitsch and for 2021 are Messrs. Neiss and Matthew T. Long.

Column (e). Average compensation actually paid to the Other NEOs as calculated in each year reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules.

 20222021
Summary Compensation Table Total$514,573$449,706
Adjustments:  
Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table$19,505 
Plus: fair value of awards granted during the year that remain unvested as of year end$18,576 
Compensation Actually Paid$513,644$449,706

Column (f). Total shareholder return shows the value at year-end assuming the investment of $100 on the last day of the previous calendar year and the reinvestment of dividends during the year.

Column (g). Reflects “Net Income” reported in the company's Consolidated Statements of Income for each year.

Relationship Between Compensation Actually Paid and Performance Measures

Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Cumulative Total Shareholder Return (TSR)

From 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 34.7% and 14.2%, respectively, compared to a 36.1% decrease in our TSR over the same time period.

Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company's Net Income

From 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 34.7% and 14.2%, respectively, compared to a 1.9% decrease in our Net Income over the same time period.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

 

In the event of death or disability of a named executive officer, the named executive officer will receive benefits under the Corporation’s retirement plan, disability plan, or payments under the Corporation’s life insurance plans, as appropriate.

 

In addition, for the calendar year ending December 31, 2015,2023, and in the event of the death of the named executive officer on or before December 31, 2015,2023, the beneficiaries of the named executive officer would receive life insurance proceeds associated with two life insurance plans. The first is a non-discriminatory group term life insurance plan that is available to all qualifying employees of the Corporation. The second is a BOLI plan applicable to a select group of the Corporation’s officers. A Split Dollar Life Insurance Plan was introduced in 2019 for participants who retire in the BOLI plan and meet an age 55 and 10 year service requirement. The following are the life insurance benefits the beneficiary of the named executive officer would receive: Aaron L. Groff, Jr.’sreceive provided both requirements are met: Jeffrey S. Stauffer’s beneficiary would receive $425,100; Scott$500,000; Chad E. Lied’sNeiss’s beneficiary would receive $543,000; Barry E. Miller’s$500,000; and William J. Kitsch, IV’s beneficiary would receive $500,000,$500,000. Qualifying individuals will continue to receive a $100,000 life insurance policy through the Split Dollar benefit until death.

The Corporation has entered into Employment Agreements as described herein which are designed to improve the Corporation’s talent retention strategy by providing customary payments upon termination of employment for various reasons. Additionally, if within two years after a change in control of the Corporation as defined in the Employment Agreement, occurs resulting in an Executive Officer experiencing an involuntary separation without cause, than the Executive Officer shall be entitled to receive a multiple of his or her base salary, and Paul W. Wenger’s beneficiary would receive $321,750.

28 

Tablecontinuation of Contentsall life, disability, medical insurance, and other normal health and welfare benefits for two years, except in the case of Messr. Neiss for one year.

EMPLOYEE STOCK PURCHASE PLAN

 

The Corporation establishedTheAt the 2022 Annual Shareholder Meeting the Corporation’s shareholders approved the ENB Financial Corp 20112022 Employee Stock Purchase Plan(“2011 which is a qualified plan (the “2022 ESPP”)as. Under the successor to theENB Financial Corp 2001 Stock Purchase Plan, originally adopted2022 ESPP stock can be purchased by Ephrata National Bank and assumed by the Corporation upon the formation of the holding company in 2008. The 2011 ESPP authorized the issuance of up to 140,000 shares of the Corporation’s Common Stock to its employees and 38,397 shares had been issued under the 2011 ESPP as of December 31, 2015.

TheESPP has semi-annual offering periods andat a 15% discount rate on quarterly purchase dates. Each eligible employee participating in an offering period is granted an option to purchase a numberThe Corporation’s Board of shares on each purchase date. The number of shares is determined by dividingDirectors has adopted the employee’s contributions accumulated prior to the purchase date and retained in the account by the applicable purchase price. The purchase price may not be less than 90% of the fair market value per share of Common Stock on the date of the grant or exercise.

DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

The Corporation has establishedThe ENB Financial Corp Dividend Reinvestment and Stock Purchase Plan(“DRP”). The purpose of the DRP is2022 ESPP to provide shareholders with a convenient and economical way to buy additionalmeans through which employees may purchase shares of common stock through voluntary payroll deductions, to assist the Corporation in retaining the services of employees and securing and retaining the services of new employees, and to provide incentives for employees to exert maximum efforts toward the Corporation’s Common Stock by reinvesting dividends or by voluntarily making cash payments under the terms of the DRP.success. Under the terms of the DRP,2022 ESPP, all participating employees will have equal rights and privileges. Substantially all of the CorporationCorporation’s employees are eligible to participate in the 2022 ESPP. The rights to purchase common stock granted under the 2022 ESPP are broadly based, and the 2022 ESPP is authorizedintended to issue upconstitute an “employee stock purchase plan” under Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”).

Each employee who has been employed for at least thirty (30) consecutive calendar days will be eligible to 200,000participate in the 2022 ESPP and may begin participating in an offering on the first payroll date that is administratively feasible following the employee’s completion of the enrollment procedure. However, no employee will be eligible to participate in the 2022 ESPP if, immediately after the grant of purchase rights, the employee would own, directly or indirectly, stock possessing 5% or more of the total combined voting power or value of all classes of stock of the Company, including any stock that such employee may purchase under all outstanding rights and options.

An aggregate of 280,000 shares of its Common Stock. Asour common stock are reserved for issuance under the 2022 ESPP. The number of December 31, 2015, there wereshares available under the 2022 ESPP will be subject to adjustment only if any change is made to the shares of our common stock subject to the 2022 ESPP, or subject to any rights granted under the 2022 ESPP, through a totalstock split, reverse stock split, stock dividend, combination or reclassification of 136,720 shares heldthe common stock or any other increase or decrease in the DRP and 78,804number of shares had been issued ineffected without receipt of consideration by the form of reinvested dividends.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed theCompensation Discussion and Analysis with management and, based on its review and discussions, the Compensation Committee recommended toCorporation. Such adjustment shall be made by the Board of Directors or committee, whose determination in that theCompensation Discussionrespect shall be final, binding and Analysisbe included in the Corporation’s 2016 Proxy Statement.

Compensation Committee
Paul M. Zimmerman, Jr. (Chair)
Mark C. Wagner
Judith A. Weaver

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATIONconclusive.

 

The Corporation’s entirepurchase price at which a share of common stock is sold in an offering will be the lower of 85% (or such greater percentage as designated by the Board of Directors throughor the Compensation Committee, is responsible for establishing, implementing, and monitoring compensation policies. Messrs. Groff and Wenger, eachcommittee) of whom was(a) fair market value of a membershare of common stock on the first trading day of the Board in 2015, also served as Executive Officersoffering period, or (b) the fair market value of a share of common stock on the last trading day of the Corporation. While Messrs. Groff and Wenger participated during 2015 in Board decisions regarding the compensation of employees and subordinate Executive Officers, they did not participate in any Board decision regarding their own compensation and were excused from the Board meeting at which their respective compensation was discussed.

No interlocking relationship exists between the Board or Compensation Committee and the board of directors or compensation committee of any other company.offering period.

 

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On each purchase date of an offering period, the Corporation will purchase for each participant the maximum number of whole and fractional shares at the applicable purchase price with the accumulated contributions in the participant’s account. No employee may purchase more than $25,000 of such stock in any calendar year, as determined by the option price for all shares purchased in the calendar year.

AUDIT COMMITTEE REPORT

 

The Audit Committee of the Board of Directors is comprised of three (3)four (4) Independentdirectors as defined by the SEC and Nasdaq. The Audit Committee operates under a written charter adopted by the Board of Directors and is available to shareholders on the Corporation’s website at www.enbfc.com/committee_charters.asphttps://enbfinancial.q4ir.com/corporate- overview/committee-charting/ or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary of the Corporation.

 

The Audit Committee has reviewed the audited financial statements of the Corporation for the fiscal year ended December 31, 2015,2022, and discussed them with management and the Corporation’s independent accountants, S.R. Snodgrass, P.C. The Audit Committee also has discussed with the independent accountants the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board Auditing Standard No. 16 (Communications with Audit Committees).and the Securities and Exchange Commission.

 

The Audit Committee has received from the independent accountants the written disclosures and letter from the independent accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountants’ communications with the Audit Committee concerning independence, and the Audit Committee has discussed the accountants’ independence from the Corporation and management with the accountants.

 

Based on the review and discussions described above, the Audit Committee recommended to the Board of Directors that the Corporation’s audited financial statements for the fiscal year ended December 31, 2015,2022, be included in the Corporation’s Annual Report on Form 10-K for that fiscal year and filed with the Securities and Exchange Commission.

 

This report of the Audit Committee shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Audit Committee
Joshua E. Hoffman (Chair)
Jay S. Martin
Mark C. Wagner
Roger L. Zimmerman

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PROPOSAL NO. 1:

TO ELECT THREE (3) CLASS C DIRECTORS TO SERVE FOR A THREE-YEAR TERM AND UNTIL
THEIR SUCCESSORS ARE ELECTED AND QUALIFIED

The three (3) nominees for Class C Director to be elected at the 2023 Annual Meeting of Shareholders are:

·Joshua E. Hoffman;
·Susan Young Nicholas; and
·Mark C. Wagner

The Board of Directors unanimously recommends that shareholders vote “FOR” the nominees for director listed above.

PROPOSAL NO. 2:

TO RATIFY THE SELECTION OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

The Audit Committee has approved and appointedselected S.R. Snodgrass, P.C. as the Corporation’s auditorsindependent registered public accounting firm for the fiscal year ending December 31, 2023. S.R. Snodgrass, P.C. served as the Corporation’s independent registered public accounting firm for the fiscal year ended December 31, 2015 and as the Corporation’s auditors for the fiscal year ending December 31, 2016.2022. S.R. Snodgrass, P.C. has advised the Corporation that none of its members has any financial interests in the Corporation.

 

Representatives of S.R. Snodgrass, P.C. will be presentavailable at the Annual Meeting of Shareholders to be held May 10, 2016.9, 2023. They will be given an opportunity to make a statement, if they desire to do so, and will be available to respond to appropriate questions.

 

Aggregate fees billed to ENB Financial Corp and Ephrata National Bank by S.R. Snodgrass, P.C., the current independent auditors for the Corporation, for services rendered during the last two years are presented as follows:

 

  Year Ended December 31,
  2015 2014
  ($) ($)
Audit Fees (1)  95,547   88,629 
Audit-Related Fees (2)  18,209   18,318 
Tax Fees (3)  18,050   14,200 
Total Fees  131,806   121,147 

  Year Ended December 31, 
  2022  2021 
  ($)  ($) 
Audit Fees (1)  165,071   147,761 
Audit-Related Fees (2)  10,489   9,300 
Tax Fees (3)  21,175   18,550 
Total Fees  196,735   175,611 

 

(1)Audit Fees include fees billed for professional services rendered for the audit of the annual financial statements, the audit of internal controls, and fees billed for the review of financial statements included in ENB Financial Corp’s Form 10-Q filings or services that are provided by the Corporation’s independent accountant, in connection with statutory and regulatory filings or engagements. S.R. Snodgrass, P.C. performed all annual financial statement audit services for 2015 and 2014.

 

(2)Audit-Related Fees include fees billed for assurance and related services by S.R. Snodgrass, P.C. that are reasonably related to the performance of the audit or review of the registrant’s financial statements and are not reported under theAudit Feessection of the table above. These services include requiredan annual auditsaudit of theENB Financial Corp Defined Contribution Pension Plan and theENB Financial Corp401(k) Savings Plan.

(3)Tax Fees include fees billed for professional services rendered by S.R. Snodgrass, P.C., during 20152022 and 2014,2021, for tax compliance, tax advice, tax planning, and preparation of corporate tax returns.

 

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The Audit Committee pre-approves all audit and permissible non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services, and other services. The Audit Committee has adopted a policy for the pre-approval of services provided by the independent auditors. Under the policy, pre-approval is generally provided for up to one (1) year and any pre-approval is detailed as to the particular service or category of services being approved and is subject to a specific budget. In addition, the Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the

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independent auditor is required to provide detailed back-up documentation at the time of approval.

 

The Audit Committee has considered whether, and determined that, the provision of the non-audit services is compatible with maintaining S.R. Snodgrass, P.C.’s independence.

 

This reportIn the event shareholders do not ratify the selection of S.R. Snodgrass, P.C. as the independent registered public accounting firm for the 2023 fiscal year, the Audit Committee shall notmay choose another accounting firm to provide independent registered public accountant/audit services for the 2023 fiscal year. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the Corporation specifically incorporates this information by reference, and shall not otherwise be deemed filed under such Acts.

Audit Committee
Mark C. Wagner (Chair)
Donald Z. Musser
Susan Y. Nicholas

PROPOSAL NO 1:

TO ELECT THREE (3) CLASS A DIRECTORS TO SERVE FOR A THREE-YEAR TERM AND UNTIL THEIR SUCCESSORS ARE ELECTED AND QUALIFIED.

The three (3) nominees for Class A Director to be elected at the 2016 Annual Meeting are:

·Aaron L. Groff, Jr.;
·Brian K. Reed; and
·Paul M. Zimmerman, Jr.

The Board of Directors unanimously recommends that shareholders vote “FOR” the nominees for director listed above.

PROPOSAL NO 2:

Amendment to Article 7 of the Corporation’s Articles of Incorporation

to Eliminate Cumulative Voting in the Election of Directors.

The Corporation is seeking to amend Article 7 of its articles of incorporation to eliminate cumulative voting rights in the election of directors. On January 20, 2016, the Board of Directors of the Corporation approved and adopted resolutions to amend Article 7 of the Corporation’s articles of incorporation to eliminate cumulative voting rights in the election of directors and a resolution to submit the proposed amendment to the shareholders of the Corporation to approve and adopt with a recommendation by the Board of Directors to voteFOR the proposed amendment.

If shareholders approve and adopt the proposed amendment, the Corporation will file amended and restated articles of incorporation with the Pennsylvania Department of State, to be effective upon filing, amending Article 7 of its Articles of Incorporation to read in full and its entirety as follows (emphasis added):

7.          The holders of Common Stock shall have one vote per share and shallnot be entitled to cumulate their votes in the election of directors.

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Purpose of Eliminating Cumulative Voting Rights

When the Corporation was formed to become the holding company for Ephrata National Bank in 2008, the Corporation preserved the cumulative voting rights in the election of directors that shareholders of the bank had prior to the holding company formation under the National Bank Act. Cumulative voting allows each shareholder to multiply the number of shares that he or she is entitled to vote by the total number of directors to be elected and to cast the entire number of such votes for one candidate or to distribute them among any two or more candidates. By contrast, under non-cumulative voting where each common share only has one vote, each shareholder may only cast a number of votes for each nominee up to the total number of shares held by the shareholder.

For example, under non-cumulative voting, if three directors are to be elected, a shareholder holding 100 shares may vote up to 100 shares for each different nominee. Under cumulative voting, this same shareholder could cast 300 votes for one director, or split up the votes in any manner he or she sees fit among the three candidates.

The Board believes this procedure is overly complicated to implement and seldom if ever used by shareholders and is no longer in the best interestsinterest of the Corporation and its shareholders, particularly in viewour shareholders.

Recommendation of the large number of shareholders of the Corporation. In addition, a shareholder or group of shareholders holding a relatively small number of shares that cumulatively votes its shares in an election of directors could elect one or more directors whose loyalty may primarily be to the minority group responsible for their election rather than to the Corporation and all of its shareholders and constituencies. The Board believes that each director is responsible to, and should represent the interests of all shareholders as opposed to a minority shareholder group that may have special interests and goals inconsistent with those of the majority of shareholders. The election of directors who view themselves as representing a particular minority shareholder group could result in partisanship and discord on the Board of Directors and may impair the ability of the directors to act in the best interests of the Corporation and all its shareholders.

If approved and adopted by the shareholders of the Corporation at the annual meeting, the amendment to the articles of incorporation to eliminate cumulative voting in elections of directors will become effective upon the filing of an appropriate certificate of amendment with the Secretary of State of Pennsylvania, which is expected to occur promptly following the shareholder vote.

Recommendation and Vote

The affirmative vote of a majority of the votes cast by all shareholders entitled to vote at the annual meeting is required to approve and adopt the amendment to Article 7 of the Corporation’s articles of incorporation to eliminate cumulative voting in the election of directors.

The Board of Directors recommends that you vote “FOR” Proposal 2.

PROPOSAL NO 3:

TO CONDUCT A NON-BINDING SHAREHOLDER VOTE ON THE RESOLUTION TO APPROVE EXECUTIVE COMPENSATION.

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”) enacted during July 2010, and rules adopted by the Securities and Exchange Commission under the Act, at least once every three years we are required to give our shareholders an opportunity to vote, on a non-binding, advisory basis, to approve the compensation of our executive officers whose compensation we are required by the SEC’s rules to disclose in our annual meeting proxy statements. The shareholders approved a resolution at the Corporation's 2013 Annual Meeting of Shareholders to conduct an advisory vote on the Corporation's executive compensation for the Named Executive Officers every three years. Therefore, we are including in these proxy materials a separate resolution subject to shareholder vote to approve, in a non-binding vote, the compensation of our Named Executive Officers.

In addition to requiring us to submit these “say-on-pay” proposals to our shareholders, the Act and the SEC’s rules require that at least once every six years we give our shareholders an opportunity to vote, on a non-

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binding, advisory basis, on a “say-on-frequency” proposal to indicate whether they would prefer that we conduct future say-on-pay votes every year, once every two years, or once every three years. The next shareholder advisory vote on the frequency by which shareholders will vote on executive compensation will take place at the 2019 Annual Meeting of Shareholders.

As described in detail under the heading “Compensation Discussion and Analysis” and “Executive Compensation,” our executive compensation programs are designed to attract, incentivize and retain our named executive officers, who are critical to our success. We are asking our shareholders to indicate their support for our named executive officer compensation as described in this proxy statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the compensation philosophy, policies and practices described in this proxy statement. Accordingly, we ask our shareholders to vote “FOR” the following resolution at the Annual Meeting:

“Resolved, that the shareholders of ENB Financial Corp approve, on a non-binding, advisory basis, the compensation of the named executive officers, as disclosed in the Corporation’s Proxy Statement for the 2016 Annual Meeting of Shareholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2015 Summary Compensation Table and the other related tables and narrative discussion contained in the Proxy Statement.”

Under the Act and the SEC’s rules, the vote will be advisory in nature, which means it will not be binding on the Corporation or its Board of Directors. However, the Board of Directors values the opinions of its shareholders and to the extent there is any significant vote against the named executive officer compensation as disclosed in this Proxy Statement, the shareholders’ concerns will be evaluated as to whether any actions are necessary to address those concerns.

Recommendation and Vote

To be approved, a majority of the votes entitled to be cast with respect to shares present or represented at the Annual Meeting must be cast in favor of the proposal. Abstentions and “broker non-votes” will not be counted as votes cast and therefore will not affect the determination as to whether this proposal is approved.

 

The Board of Directors unanimously recommends a vote “FOR” the compensationratification of executive officersS.R. Snodgrass, P.C., as disclosed in this Proxy Statement.the independent registered public accounting firm for the year ending December 31, 2023.

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ANNUAL REPORT ON FORM 10-K

 

A copy of ENB Financial Corp’s Annual Report on Form 10-K for the year ended December 31, 2015,2022, as filed with the Securities and Exchange Commission, is enclosed with this proxy statement. The Annual Report on Form 10-K is also available on the Internet at: www.investorvote.com/ENBP or by contacting Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary of the Corporation.Secretary. Any shareholder may obtain a copy of ENB Financial Corp’s Annual Report on Form 10-K10- K for the previous year ended December 31, 2014,2021, without charge, by submitting a written request to Barry W. Harting,Adrienne L. Miller, Esq., Corporate Secretary, ENB Financial Corp, 31 East Main Street, Ephrata, Pennsylvania, 17522.

 

LEGAL PROCEEDINGS

The nature of the Corporation’s business could generate a certain amount of litigation involving matters arising in the ordinary course of business. However, in the opinion of management of the Corporation, there are no proceedings pending to which the Corporation is a party or to which its property is subject which, if determined adversely to the Corporation, would be material in relation to the Corporation’s financial condition. There are no proceedings pending other than those arising in the ordinary course of business.

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EXPERTS

The consolidated financial statements of the Corporation, as of December 31, 2015 and 2014, have been audited by S.R. Snodgrass, P.C., Certified Public Accountants, Wexford, PA, as independent auditors, as indicated in their report with respect thereto, in reliance upon the authority of said firm as experts in giving such reports.

OTHER MATTERS

 

As of the date of this document, the Board of Directors knows of no matters that will be presented for consideration at the annual meeting other than the ones described in this document. If any other matters shall properly come before the meeting and be voted upon, the persons named in this document as proxy holders will vote on those matters in accordance with the recommendations of the Board of Directors.

 

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.. IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! InsteadMMMMMMMMMMMM 000004 ENDORSEMENT_LINE______________ SACKPACK_____________ 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext C123456789 000000000.000000 ext 000000000.000000 ext 000000000.000000 ext MR A SAMPLE DESIGNATION (IF ANY) ADD 1 ADD 2 ADD 3 ADD 4 ADD 5 ADD 6 Your vote matters – here’s how to vote! You may vote online or by phone instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxiesthis card. Votes submitted by the Internet or telephoneelectronically must be received by May 9, 2023, at 1:00 a.m.,A.M. Eastern Time, on May 10, 2016. Vote by Internet • Go to www.investorvote.com/Time. Online GIof ntoo welwewct.rinovneicstvoortviontge,.com/ENBP • Oror scan thedelete QR code with your smartphone • Followand control # h?e QR cod˜e — login details are the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded messageshaded bar below. Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. XPhone Call toll free 1-800-652-VOTE (8683) within the USA, US territories and Canada Save paper, time and money! Sign up for electronic delivery at www.investorvote.com/ENBP 2023 Annual Meeting Proxy Card 1234 5678 9012 345 q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommendsrecommend a vote FOR all the nominees listed and FOR each proposal.F ORRaallltthheennoomminineeesslilsistetedd, FaOnRd PFOroRpoPsroalpsoXsa–l X2.and for every X YEARS on Proposal X. 1. The election asof three (3) Class AC directors to serve for a three-year term these three nominees:and until their successors are elected and qualified. Nominees named below. For Withhold For Withhold For Withhold 01 - Aaron L. Groff, Jr.Joshua E. Hoffman 02 - Brian K. ReedSusan Young Nicholas 03 - Mark C. Wagner 2. To ratify the selection of S.R. Snodgrass, P.C. as independent registered public accounting firm for the year ending December 31, 2022. For Against Abstain 2. The approval and adoption of an amendment to Article 7 of the Corporation’s Articles of Incorporation eliminating cumulative voting in the election of directors. 4. This proxy also gives authority to vote on any3. To transact such other business as may properly be presented at the annual meeting and any adjournment or postponement of the meeting. At this time the proxy holders know of no other business to be presented at the annual meeting. Non-Voting Items Change of Address — Please print your new address below. For Withhold 03 - Paul M. Zimmerman, Jr. 3. A non-binding vote on the resolution to approve the Corporation’s executive compensation. Comments — Please print your comments below. + For Withhold For Against Abstain Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.B Authorized Signatures — This section must be completed for your vote to be counted. — Datecount. Please date and Sign Belowsign below. Please sign exactly as your namename(s) appears on this card. When shares are held by joint tenants, bothhereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or guardian,custodian, please give full title as such.title. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 029DRA ..C Non-Voting Items Change of Address — Please print new address below. Comments — Please print your comments below. Meeting Attendance Mark box to the right if you plan to attend the Annual Meeting. C 1234567890 J N T MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE 140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE AND

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1 U P X 5 6 5 8 9 4 MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE AND 03QVDB 2023 Annual Meeting Materials areAdmission Ticket 2023 Annual Meeting of ENB Financial Corp Shareholders May 9, 2023, 1:00pm Eastern Time Ephrata National Bank 124 East Main Street, 5th Floor of Brossman Building Complex Ephrata, PA 17522 Upon arrival, please present this admission ticket and photo identification at the registration desk. Important notice regarding the Internet availability of proxy materials for the Annual Meeting of Shareholders. The material is available at: http://www.investorvote.com/ENBP Small steps make an impact. Help the environment by consenting to receive electronic delivery, sign up at www.investorvote.com/ENBP q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q REVOCABLE PROXY - ENB FINANCIAL CORP 2023 Annual Meeting of Shareholders May 10, 20169, 2023 1:00 p.m. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSPM This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints Janice S. EabyMary Leaman and John H. Shuey, or any one of them, as proxies, with full power of substitution, to represent and vote, as designated below,herein all of ENB Financial Corp (the “Corporation”) common stock that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday, May 10, 20169, 2023 at 1:00 p.m., local time,Eastern Time, at Ephrata National Bank’s main office, 31Bank, 124 East Main Street, 5th Floor of Brossman Building Complex, Ephrata, Pennsylvania,PA 17522, or any adjournment or postponement of the meeting. This proxy, when properly signed and dated, will be voted in the manner specified by the undersigned shareholder(s). If no specification is made, this proxy will be voted FOR the election of the director nominees and FOR the proposals listed on the reverse. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Continued,reverse and FOR ratification of the independent registered public accounting firm. (Items to be marked, dated and signed,voted appear on the otherreverse side)

 

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.. IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on May 10, 2016. Vote by Internet • Go to www.investorvote.com/ENBP • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded messageMMMMMMMMMMMM Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X2023 Annual Meeting Proxy Card q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q A Proposals — The Board of Directors recommendsrecommend a vote FOR all the nominees listed and FOR each proposal.F ORRaallltthheennoomminineeesslilsistetedd, FaOnRd PFOroRpoPsroalpsoXsa–l X2.and for every X YEARS on Proposal X. 1. The election asof three (3) Class AC directors to serve for a three-year term these three nominees:and until their successors are elected and qualified. Nominees named below. For Withhold For Withhold For Withhold 01 - Aaron L. Groff, Jr.Joshua E. Hoffman 02 - Brian K. ReedSusan Young Nicholas 03 - Mark C. Wagner 2. To ratify the selection of S.R. Snodgrass, P.C. as independent registered public accounting firm for the year ending December 31, 2022. For Against Abstain 2. The approval and adoption of an amendment to Article 7 of the Corporation’s Articles of Incorporation eliminating cumulative voting in the election of directors. 4. This proxy also gives authority to vote on any3. To transact such other business as may properly be presented at the annual meeting and any adjournment or postponement of the meeting. At this time the proxy holders know of no other business to be presented at the annual meeting. Non-Voting Items Change of Address — Please print your new address below. For Withhold 03 - Paul M. Zimmerman, Jr. 3. A non-binding vote on the resolution to approve the Corporation’s executive compensation. Comments — Please print your comments below. + For Withhold For Against Abstain Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting.B Authorized Signatures — This section must be completed for your vote to be counted. — Datecount. Please date and Sign Belowsign below. Please sign exactly as your namename(s) appears on this card. When shares are held by joint tenants, bothhereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or guardian,custodian, please give full title as such.title. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX

03QVEB 1 U P X 5 6 5 8 9 4 + 029DUA ..Important notice regarding the Internet availability of proxy materials for the Annual Meeting Materials areof Shareholders. The material is available at: http://www.investorvote.com/www.edocumentview.com/ENBP q IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION,VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. q REVOCABLE PROXY - ENB FINANCIAL CORP DIRECTORS PLAN2023 Annual Meeting of Shareholders May 10, 20169, 2023 1:00 p.m. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORSPM This Proxy is Solicited on Behalf of the Board of Directors The undersigned hereby appoints Janice S. EabyMary Leaman and John H. Shuey, or any one of them, as proxies, with full power of substitution, to represent and vote, as designated below,herein all of ENB Financial Corp (the “Corporation”) common stock that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday, May 10, 20169, 2023 at 1:00 p.m., local time,Eastern Time, at Ephrata National Bank’s main office, 31Bank, 124 East Main Street, 5th Floor of Brossman Building Complex, Ephrata, Pennsylvania,PA 17522, or any adjournment or postponement of the meeting. This proxy, when properly signed and dated, will be voted in the manner specified by the undersigned shareholder(s). If no specification is made, this proxy will be voted FOR the election of the director nominees and FOR the proposals listed on the reverse. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Continued,reverse and FOR ratification of the independent registered public accounting firm. (Items to be marked, dated and signed,voted appear on the other side)

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.. IMPORTANT ANNUAL MEETING INFORMATION Electronic Voting Instructions Available 24 hours a day, 7 days a week! Instead of mailing your proxy, you may choose one of the voting methods outlined below to vote your proxy. VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR. Proxies submitted by the Internet or telephone must be received by 1:00 a.m., Eastern Time, on May 10, 2016. Vote by Internet • Go to www.investorvote.com/ENBP • Or scan the QR code with your smartphone • Follow the steps outlined on the secure website Vote by telephone • Call toll free 1-800-652-VOTE (8683) within the USA, US territories & Canada on a touch tone telephone • Follow the instructions provided by the recorded message Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas. X Annual Meeting Proxy Card • IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • Proposals — The Board of Directors recommends a vote FOR all the nominees listed and FOR each proposal. 1. The election as Class A directors to serve for a three-year term these three nominees: For Withhold 01 - Aaron L. Groff, Jr. 02 - Brian K. Reed For Against Abstain 2. The approval and adoption of an amendment to Article 7 of the Corporation’s Articles of Incorporation eliminating cumulative voting in the election of directors. 4. This proxy also gives authority to vote on any other business as may properly be presented at the annual meeting. At this time the proxy holders know of no other business to be presented at the annual meeting. Non-Voting Items Change of Address — Please print your new address below. For Withhold 03 - Paul M. Zimmerman, Jr. 3. A non-binding vote on the resolution to approve the Corporation’s executive compensation. Comments — Please print your comments below. + For Withhold For Against Abstain Meeting Attendance Mark the box to the right if you plan to attend the Annual Meeting. Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign Below Please sign exactly as your name appears on this card. When shares are held by joint tenants, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. Date (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box. 1UPX + 029DVB .. Annual Meeting Materials are available at: http://www.investorvote.com/ENBP • IF YOU HAVE NOT VOTED VIA THE INTERNET OR TELEPHONE, FOLD ALONG THE PERFORATION, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE. • REVOCABLE PROXY — ENB FINANCIAL CORP ESPP Annual Meeting of Shareholders May 10, 2016 1:00 p.m. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Janice S. Eaby and John H. Shuey, or any one of them, as proxies, with full power of substitution, to represent and vote, as designated below, all of ENB Financial Corp (the “Corporation”) common stock that the undersigned is entitled to vote at the Annual Meeting of Shareholders to be held on Tuesday, May 10, 2016 at 1:00 p.m., local time, at Ephrata National Bank’s main office, 31 East Main Street, Ephrata, Pennsylvania, or any adjournment or postponement of the meeting. This proxy, when properly signed and dated, will be voted in the manner specified by the undersigned shareholder(s). If no specification is made, this proxy will be voted FOR the election of the director nominees and FOR the proposals listed on the reverse. PLEASE PROVIDE YOUR INSTRUCTIONS TO VOTE BY TELEPHONE OR THE INTERNET OR COMPLETE, DATE, SIGN, AND MAIL THIS PROXY CARD PROMPTLY IN THE ENCLOSED POSTAGE-PAID ENVELOPE. (Continued, and to be marked, dated and signed, on the otherreverse side)