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
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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
7, 2024
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, 2016,7, 2024, at 1:00 p.m., local time,Eastern Time, for the purpose of considering and voting upon the following matters:
1. | To elect |
2. | To |
3. |
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, 2016,2024, 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. 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 20152023 ENB Financial Corp Annual Report.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on Tuesday, May 10, 2016:7, 2024: The proxy statement,Proxy Statement, proxy card and 20152023 Annual Report are available on the Internet at: www.investorvote.com/ENBP.
By Order of the Board of Directors, | |
Chairman, President | |
Ephrata, Pennsylvania | |
April |
PROXY STATEMENT
Dated and mailed on or about April 8, 20169, 2024
ENB FINANCIAL CORP
31 EAST MAIN STREET
EPHRATA, PENNSYLVANIA 17522
(717) 733-4181
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON TUESDAY, MAY 10, 20167, 2024
PROXY STATEMENT
FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF
ENB FINANCIAL CORP
MAY 10, 20167, 2024
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 20162024 Annual Meeting of Shareholders. This proxy statement and the related proxy card are being distributed on or about April 8, 2016.9, 2024.
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, 2016,7, 2024, 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.
At the annual meeting, shareholders will vote on the following matters:
1. | To elect |
2. | To |
3. |
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
The Board solicits this proxy for use at the Corporation’s 20162024 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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Only shareholders of record at the close of business on March 11, 2016,2024, may vote at the meeting. As of the close of business on March 11, 2016,2024, 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 2,849,7585,654,355 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. EabyAaron L. Groff, Jr. and John H. ShueyMary E. Leaman 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 |
· | 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.
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 |
· | 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.
IfEach 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”FOR” votes 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.
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:manages risk by:
· |
· |
· |
· |
· | Maintaining strong policies and procedures |
· | Holding acceptable levels of capital to protect against losses |
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.
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, Building and Expansion, 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 2015,2023, 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)twenty-one (21) meetings, for a total of thirty-three (33)thirty-seven (37) 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 2023. 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 20152023 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 20152023 were: Joshua E. Hoffman (Chair), Jay S. Martin, Mark C. Wagner, (Chair), Donald Z. Musser, 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) meetings during 2015.2023.
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 20152023 were: Willis R. Lefever (Chair), Donald Z. Musser, and Brian K. Reed.Reed, J. Daniel Stoltzfus, and Judith A. Weaver. 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) timeheld five (5) meetings during 2015.2023.
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 20152023 were: Paul M.Roger L. Zimmerman Jr. (Chair), Jay S. Martin and Mark C. Wagner, and Judith A. Weaver.Wagner. 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 2015.2023. The Compensation Committee met four (4) times during 2015.2023.
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 20152023 were: Susan Y. NicholasJoshua E. Hoffman (Chair), Willis R. Lefever, and Paul M. Zimmerman, Jr.Susan Y. Nicholas. 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, composition of the Board, and Board and Management succession planning. The Nominating and Governance Committee met three (3) times during 2015.2023.
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 20152023 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 2015.2023.
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.
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.
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, 2016.10, 2024. 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 2015.2023. 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, 2015,2023, 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,$1,967,719 or approximately 4.5%1.64% 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, 2016,2024, was $4,051,000.$1,690,887. 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.
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.
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 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 8, 2025. However, if the date of the 2025 Annual Meeting is changed by more than 30 calendar days from the anniversary date of the 2024 Annual Meeting, then notice must be provided by the later of 60 calendar days prior to the date of the 2025 Annual Meeting or the tenth (10th) calendar day following the day on which public announcement of the date of the 2025 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)Four (4) Class AB directors have been nominated for election at the 20162024 Annual Meeting and, if elected, will serve until the 20192027 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 AaronWillis R. Lefever, Jay S. Martin, Judith A. Weaver and Roger L. Groff, Jr., Brian K. Reed, and Paul M. Zimmerman, Jr. to serve as Class AB Directors, Messrs. Lefever, Martin and theyZimmerman and Mrs. Weaver 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 withAaron L. Groff, Jr. and Mary E. Leaman, the persons named as proxy holders, will vote the proxies “FOR” the election of directors, which means that each shareholder hasof 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. Eaby and John H. Shuey the persons named as
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proxy holders, will have the right to vote cumulatively and to distribute their votes among nominees as they consider advisable,below, unless a shareholder indicates onthat his or her proxy card,vote should be withheld
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from any or other methodall of voting, how he or she desires the votes to be cumulated for voting purposes.them. The three (3)four (4) 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)four (4) nominees for Class AB Director to be elected at the 20162024 Annual Meeting are:
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· | Judith A. Weaver; and |
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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, 2016,2024, about the three (3)four (4) nominees to the Board of Directors whose term of office will expire at the 20162024 Annual Meeting, and each of the six (6) 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 AB Directors for a term expiring at the 20192027 Annual Meeting
Aaron L. Groff, Jr.Willis R. Lefever
Director since 19992004
Mr. Groff,Lefever, age 66, has served69, is Owner of Lefever Construction, a home builder and land development proprietorship, and owner of Lefever Auto Sales, LLC, both near Ephrata, Pennsylvania. Mr. Lefever serves as Chairman, President,chair on the Building and Chief Executive Officer of ENB Financial Corp since July 1, 2008, and as Chairman, President, and Chief Executive Officer 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.Expansion Committee. In addition to demonstrating strong business acumen in his experience at Ephrata National Bank and ENB Financial Corp, Mr. Groff served two terms on the Boardsuccessful management of Directors of the Federal Reserve Bank of Philadelphia. During his terms as director of that organization, Mr. Groff served as the Chairman of the Audit Committee and as a member of the Corporate Governance and Nominating Committee. His service to the Federal Reserve Bank of Philadelphia provided Mr. Groff with broad insights into the regional and national financial markets. Also, Mr. Groff served as a member of the Board of Directors of the Pennsylvania Bankers Association from 2009 to 2012, and is currently a board member of several local civic, health industry, non-profit and faith-based organizations. Wesmall businesses for more than 40 years, we believe Mr. Groff’s qualificationsLefever is qualified to be a director of Ephrata National Bank and ENB Financial Corp includebecause of his 49understanding 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.
Jay S. Martin, CISSP
Director since 2019
Mr. Martin, age 59, is employed 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 all aspectsvarious roles in information technology, and has a B.S. degree from DeVry in Electronic Engineering. In his current role, he facilitates the design and implementation of information security policy, tracks and reports on cybersecurity risks and activity, and monitors regulatory compliance to cybersecurity requirements. We believe Mr. Martin is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his thorough understanding and knowledge of information technology, cybersecurity and experience in the banking industry,insurance industry.
Judith A. Weaver
Director since 2012
Ms. Weaver, age 65, now retired, was the President and his involvementOwner 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 until her retirement in April 2019. All of these entities were located in East Earl, Pennsylvania. In addition to her 45 years of business experience in the wholesale and retail industries, Ms. Weaver is also involved in her community, currently serving on the board of CrossNet Ministries, the Fellowship of Christian Athletes Regional Board, and as a Partner of LCBC Church. She previously 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. Ms. Weaver serves as chair on the Trust Operations Committee. 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 the communities in which the Corporation provides financial services.
8 Roger L. Zimmerman
Mr. Zimmerman, age 44, was appointed to the Board of ContentsDirectors in March of 2021. He is the Executive Vice President and an owner of Paul B. Zimmerman, Inc., a hardware, wholesale, manufacturing and industrial finishing company. Mr. Zimmerman has been associated with the company for 29 years and is a lifelong resident of Lancaster County having graduated from Warwick High School. Mr. Zimmerman has served/serves as a Deacon for the Indiantown Mennonite Church and a Board Member of Wellspan Health, Eastern Region. We believe Mr. Zimmerman is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because he is able to contribute his business experience and financial expertise both of which demonstrate his ability to maintain a business’ legacy while adapting to changing customer needs in an increasingly complex marketplace.
Continuing as Class A Directors for a term expiring at the 2025 Annual Meeting
Brian K. Reed, DVM, MBA
Director since 2013
Dr. Reed, age 53,61, 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 owner62, 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.
Continuing as Class B Directors for a term expiring at the 2018 Annual Meeting
Willis R. LefeverJ. Daniel Stoltzfus
Director since 20042022
Mr. Lefever,Stoltzfus, age 61,54, 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 Owner of Lefever Construction, a home builder and land development proprietorship, andmajority owner of Lefever Auto Sales,Westbrooke IP, LLC, both near Ephrata, Pennsylvania.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 small businesses for more than 37 years,these manufacturing companies and real estate holding entities, we believe Mr. LefeverStoltzfus 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. MusserContinuing as Class C Directors for a term expiring at the 2026 Annual Meeting
Joshua E. Hoffman, MBA, CPA, CMA, CPCU, NACD.DC
Director since 20072017
Mr. Musser,Hoffman, age 55,41, is Ownerthe owner and managing member of Little Stream Auto RentalsHeiter Fitness LLC, a fitness franchise development and operating entity located in New Holland,Lititz, Pennsylvania. In addition to his 31 yearsMr. Hoffman has recently held accounting and executive leadership roles at Garman Builders, Inc. and Alvernia University. From 2018 through 2020, Mr. Hoffman served as a leadership and business consultant. From 2014 through 2018, Mr. Hoffman served as the CEO and CFO of experienceReamstown Mutual Insurance Company located in business,Reamstown, PA. Mr. MusserHoffman also previously held accounting and leadership roles at Donegal Mutual Insurance Company. Mr. Hoffman is very active in non-profita CPA, CMA, CPCU, and faith-based service organizations in Northern Lancaster County, currently servingholds an MBA from Pennsylvania State University. Mr. Hoffman is also an NACD Certified Director. Mr. Hoffman serves as Board Chair of Lighthouse Vocational Services,chair on the Nominating and Board Secretary of Community Aid Relief Effort.Governance Committee and the Audit Committee and is considered a financial expert. We believe Mr. Musser is qualifiedHoffman’s experience in the insurance industry along with his accounting background and experience qualifies him to serve as a director of Ephrata National Bank and ENB Financial Corp because of his business experience and his particular knowledge and understanding of the needs of the geographical, social, and faith communities of which he is a part.
Judith A. Weaver
Director since 2012
Ms.Weaver, age 57, is the Owner and President of Martin’s Trailside Express, Inc., a truck stop and restaurant, and Martin Services Group, Inc., a corporate reseller of bulk petroleum products. Ms.Corp.
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Weaver is also a partner in MSW Properties LP, a family real estate partnership. All of these entities are located in East Earl, Pennsylvania. In addition to her 40 years of business experience in the wholesale and retail industries, Ms. Weaver is also involved in her community, currently serving as a director of the Pennsylvania Regional Board of Hope International, and previously having served as a board member and Board Secretary at Garden Spot Village, a retirement community in New Holland, Pennsylvania, and on the 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 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. Nicholas, Esquire
Director since 2008
Ms. Nicholas, age 56,64, is an attorney and Partnermanaging partner in the law firm, Young and Young Attorneys at Law, in Manheim, Pennsylvania. Ms. Nicholas has 3038 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 boardsis a member of the Manheim Central Student Loan Fund Association, Strasburg Railroad,Pennsylvania and Sudan Rebirth Ministry.Lancaster Bar Associations and First Presbyterian Church in Lancaster. She spends most of her free time supporting a mission project in Nicaragua. We believe Ms. Nicholas’ particular skills and her involvement inwith the 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 62,70, is Co-ownera 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 and as a director on numerous agriculture industry boards across Pennsylvania. In addition, Mr. Wagner currently serveshas served as a board member of Pleasant View Retirement Community in Manheim, Pennsylvania.Pennsylvania and served on the governing body of the local municipality. Mr. Wagner serves on the Compensation Committee and the Audit Committee. We believe Mr. Wagner is qualified to serve as a director of Ephrata National Bank and ENB Financial Corp because of his 37over 48 years of business experience, his strong background in management, 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.
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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, 2016.2024.
Name and Address | Shares Beneficially Owned | Percentage of Outstanding Common Stock Beneficially Owned |
J. Harry Hibshman Scholarship Fund Trust C/O 31 East Main Street Ephrata, Pennsylvania 17522 | 1,785,600 | 31.58% |
Robert C. Wenger Charitable Trust C/O 31 East Main Street Ephrata, Pennsylvania 17522 | 500,406 | 8.85% |
(1) |
(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, 2016,2024, 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, 2016.2024. 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 | ||
Joshua E. Hoffman | 8,214(1) | * |
Willis R. Lefever | 12,382(2) | * |
Jay S. Martin | 3,628(3) | * |
Susan Y. Nicholas | 15,921(4) | * |
Brian K. Reed | 9,341(5) | * |
Jeffrey S. Stauffer | 15,419(6) | * |
J. Daniel Stoltzfus | 2,694(7) | * |
Mark C. Wagner | 14,586(8) | * |
Judith A. Weaver | 8,170(9) | * |
Roger L. Zimmerman | 2,610(10) | * |
Named Executive Officers | ||
Jeffrey S. Stauffer (included in list of directors above) | ||
William J. Kitsch, IV | 5,581 | * |
Chad E. Neiss | 18,033 | * |
All Nominees for Director, Continuing Directors, and | ||
Executive Officers as a Group (17 persons) (11) | 138,939 | 2.46 |
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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* Indicates beneficial ownership of less than 1% of outstanding shares.
(1) | Mr. |
(2) | Mr. Lefever holds |
(3) | Mr. |
(4) | Ms. Nicholas holds these shares individually. |
(5) | Dr. Reed holds |
(6) | Mr. Stauffer and his spouse hold 11,524 of these shares jointly and he holds 2,178 individually and 1,717 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. |
Ms. Weaver holds |
(10) | Mr. |
(11) |
Includes 22,360 shares beneficially held by |
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 Corporation believes that during the fiscal year ended December 31, 2015,2023, 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 20152023 to Independent Directors.
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 2023, directors received a semi-annualpaid in advance retainer of $4,500 and $800$20,000 which covers the period of July 1, 2023 through June 30, 2024. The directors also received $950 for each Board meeting they attended.attended through and including June 2023. The directors received $1,000 for each Board meeting attended from July through December 2023. Board meetings were held one (1) timeonce each month during 2015,2023, with the exception of April, July, September,March, May, 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 $1,000 for attendance at the Strategic Planning Meeting held in October 2023. Directors serving as Chairs of committees did not receive additional compensation for their role as Chair of a committee. The members of the Board of Directors of ENB Financial Corp also serve as members of the Board of Directors of Ephrata National Bank. Board meetings for ENB Financial Corp and Ephrata National Bank were held concurrently during 20152023 and directors did not receive additional compensation for attending both meetings.
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Fees Earned | All Other | ||
Name | or Paid in Cash | Compensation | Total |
($) | ($) | ($) | |
Willis R. Lefever | 24,600 | 0 | 24,600 |
Donald Z. Musser | 22,050 | 0 | 22,050 |
Susan Y. Nicholas | 24,250 | 0 | 24,250 |
Brian K. Reed | 22,400 | 0 | 22,400 |
Mark C. Wagner | 24,150 | 0 | 24,150 |
Judith A. Weaver | 24,600 | 0 | 24,600 |
Paul M. Zimmerman, Jr. | 22,650 | 0 | 22,650 |
Name | Fees Earned or Paid in Cash | All Other Compensation |
Total | |||||||||
($) | ($) | ($) | ||||||||||
Joshua E. Hoffman | 40,800 | 0 | 40,800 | |||||||||
Willis R. Lefever | 40,800 | 0 | 40,800 | |||||||||
Jay S. Martin | 41,200 | (1) | 0 | 41,200 | ||||||||
Susan Y. Nicholas | 39,000 | 0 | 39,000 | |||||||||
Brian K. Reed | 38,850 | (2) | 0 | 38,850 | ||||||||
J. Daniel Stoltzfus | 36,850 | 0 | 36,850 | |||||||||
Mark C. Wagner | 40,200 | (3) | 0 | 40,200 | ||||||||
Judith A. Weaver | 41,200 | (4) | 0 | 41,200 | ||||||||
Roger L. Zimmerman | 40,250 | 0 | 40,250 |
(1) | Mr. Martin invested a percentage of his initial annual retainer compensation and a percentage of his quarterly compensation in the purchase of ENB Financial Corp shares. |
(2) | Mr. Reed invested a percentage of his initial annual retainer compensation and a percentage of his quarterly compensation in the purchase of ENB Financial Corp shares. |
(3) | Mr. Wagner invested his initial annual retainer compensation in the purchase of ENB Financial Corp shares. |
(4) | Mrs. Weaver invested a percentage of her 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 20102020 Non-Employee Directors’ Stock Plan effectiveunder which 100,000 shares of common stock were registered with the SEC on June 1, 2010.3, 2020. 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 20102020 Non-Employee Directors’ Stock Plan are purchased at market price, without a discount.
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, 2016.2024. These officers are elected annually by the Board of Directors and hold office at the Board’s discretion.
Name | Age | Principal Occupation for the Past Five Years and |
Position Held with ENB Financial Corp and Ephrata National Bank | ||
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EXECUTIVE COMPENSATION SUMMARY STATEMENT
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:
William J. Kitsch, IV | 49 | Senior 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. Neiss | 50 | Senior Executive Vice President, Chief Strategy Officer since October 2021. 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. |
Joselyn D. Strohm | 41 | Senior Executive Vice President, Chief Operating Officer since June 2023. Previously employed by FIS, Jacksonville, Florida as the Senior Director of Product Management/Line of Business Leader from October 2015 until joining Ephrata National Bank. During her employ with FIS, Ms. Strohm managed a team of sixteen product managers and product owners and had responsibility for determining product direction and strategy for eight FIS products as well as determining capital needs and capital allocations for each. Previously, Ms. Strohm served as Product Support Specialist and then Manager at FIS for seven years and was responsible for the FIS Bankway Application, features programing and client communication areas. FIS Bankway Application is the core system at Ephrata National Bank. Ms. Strohm has received notable recognitions awarded by the FIS Transformational Leadership Program and Client Excellence Award. |
46 | Executive Vice President, Chief Financial Officer since August 2021. Treasurer of ENB Financial Corp since August 2021. Ms. Bitner previously held the position of Senior Vice President, Controller, Ephrata National Bank from June 2020 to August 2021 and | |
Cindy L. Cake | 40 | Executive 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. |
Nicholas D. Klein | 39 | Executive Vice President and Chief |
62 | Senior Vice President, |
Business Performance HighlightsEXECUTIVE COMPENSATION
DespiteThe Compensation Committee establishes a Compensation Philosophy for the ongoing challenging economic environment we faced in 2015, our financial performance continuesCorporation, and makes recommendations to demonstrate a strong, well-capitalized, local community bank providing outstanding shareholder returnthe Board of Directors regarding the salaries and value.benefits of directors, officers, and employees of the Corporation and Bank.
Business performance highlights in 2015 include:
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COMPENSATION DISCUSSION AND ANALYSIS
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 provides 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.
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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 and |
· | 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 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 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 2023 the Named Executive Officers every three (3) years. Shareholders are being askedCorporation accrued over four hundred ninety five thousand ($495,000) dollars and actually paid five hundred one thousand and forty two ($501,042) dollars in earned AIP payments to voteemployees 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 ReviewMarch 2024.
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:
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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 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:
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:
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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.
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.
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, 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.
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.
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.
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.
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.
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.
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 $100,000.
Frequency of Shareholder Advisory Vote on Executive Compensation
The shareholders approved a proposal at the Corporation’s 2013 Annual Meeting of Shareholders to conduct an advisory vote on the Corporation’s executive compensation for the named executive officers every three years. The next shareholder advisory vote on executive compensation will take place at the 2016 Annual Meeting of Shareholders. The next shareholder advisory vote on the frequency by which shareholders will vote on executive compensation will take place at the 2019 Annual Meeting of Shareholders.
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All | ||||||
Name and | Other | Total | ||||
Principal Position | Year | Salary | Bonus | Compensation | Compensation | |
($)(1) | ($)(2) | ($)(3) | ($)(4) | |||
Aaron L. Groff, Jr. | 2015 | 278,242 | 5,565 | 60,943 | 344,750 | |
Chairman of the Board, | 2014 | 264,992 | 5,302 | 53,426 | 323,720 | |
President and CEO | 2013 | 252,383 | 5,801 | 56,783 | 314,967 | |
Scott E. Lied | 2015 | 142,002 | 2,840 | 14,125 | 158,967 | |
Senior Vice President, | 2014 | 136,552 | 2,736 | 13,934 | 153,222 | |
Chief Financial Officer | 2013 | 132,249 | 3,402 | 14,104 | 149,755 | |
Barry E. Miller | 2015 | 153,130 | 3,063 | 14,762 | 170,955 | |
Senior Vice President, | 2014 | 147,243 | 2,821 | 12,593 | 162,657 | |
Chief Operating Officer | 2013 | 82,500 | 1,650 | 1,336 | 85,486 | |
Paul W. Wenger | 2015 | 146,182 | 2,924 | 35,352 | 184,458 | |
Senior Vice President | 2014 | 140,566 | 2,811 | 36,208 | 179,585 | |
and Cashier | 2013 | 136,807 | 3,491 | 33,853 | 174,151 | |
Nonequity | All | |||||
Name and | Incentive Plan | Stock | Other | Total | ||
Principal Position | Year | Salary | Compensation | Awards | Compensation | Compensation |
($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ||
Jeffrey S. Stauffer | 2023 | 386,737 | -- | -- | 35,952 | 422,689 |
Chairman of the Board, President and CEO | 2022 | 360,400 | 77,771 | 43,260 | 40,969 | 522,400 |
Chad E. Neiss | 2023 | 290,033 | 518,398(6) | -- | 28,303 | 836,734 |
Senior Executive Vice President, Chief Strategy Officer Interim Chief Operating Officer Head of Mortgage Division | 2022 | 150,000 | 507,664(6) | 15,002 | 32,448 | 705,114 |
William J. Kitsch, IV | 2023 | 270,461 | 26,655 | -- | 22,865 | 319,981 |
Senior Executive Vice President, Chief Revenue Officer | 2022 | 240,000 | 40,045 | 24,007 | 19,980 | 324,032 |
Summary Compensation Table Key
(1) | Base Salary. |
(2) |
(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 |
Total of (1) through |
(6) | Head of Mortgage Division earned nonequity incentive plan compensation for both 2022 and 2023 is inclusive of Senior Residential Mortgage Executive Incentive Plan providing for quarterly incentive and monthly commission payments. For 2023 it is also inclusive of compensation for Interim Chief Operating Officer position. |
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Group | BOLI | ||||||||
Life | Participation | Inside | 401(k) | 10% | Total | ||||
Name and | Company | Service | Insurance | Extra Life | Director's | Corporate | Discount | Other | |
Principal Position | Year | Auto | Awards | Premiums | Premiums | Fees | Match | ESPP Shares | Earnings |
($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($)(7) | ($)(8) | ||
Aaron L. Groff, Jr. | 2015 | 7,497 | 0 | 720 | 1,044 | 21,800 | 6,853 | 252 | 38,166 |
Chairman of the Board, | 2014 | 4,118 | 0 | 720 | 1,044 | 20,200 | 6,729 | 465 | 33,276 |
President and CEO | 2013 | 8,559 | 0 | 720 | 1,044 | 20,000 | 6,216 | 429 | 36,968 |
Scott E. Lied | 2015 | 0 | 0 | 720 | 556 | 0 | 3,621 | 571 | 5,468 |
Senior Vice President, | 2014 | 0 | 0 | 720 | 556 | 0 | 3,488 | 1,044 | 5,808 |
Chief Financial Officer | 2013 | 0 | 275 | 720 | 556 | 0 | 3,400 | 1,239 | 6,190 |
Barry E. Miller | 2015 | 0 | 0 | 720 | 294 | 0 | 3,530 | 176 | 4,720 |
Senior Vice President, | 2014 | 0 | 0 | 720 | 0 | 0 | 3,186 | 78 | 3,984 |
Chief Operating Officer | 2013 | 0 | 0 | 420 | 0 | 0 | 916 | 0 | 1,336 |
Paul W. Wenger | 2015 | 0 | 0 | 531 | 433 | 21,000 | 3,728 | 354 | 26,046 |
Senior Vice President | 2014 | 0 | 0 | 531 | 433 | 21,800 | 3,449 | 1,427 | 27,640 |
and Cashier | 2013 | 0 | 0 | 720 | 433 | 19,500 | 3,494 | 1,339 | 25,486 |
Group Life |
Split Dollar |
401(k) |
15% |
Total | |||
Name and | Insurance | Imputed | Corporate | Discount | Other | ||
Principal Position | Year | Auto | Premiums | Income | Match | ESPP Shares | Earnings |
($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ($)(7) | ||
Jeffrey S. Stauffer |
2023 |
6,364 |
2,772 |
363 |
6,537 |
3,416 |
19,452 |
Chairman of the Board, President and CEO | 2022 | 7,731 | 2,772 | 326 | 8,912 | 5,978 | 25,719 |
Chad E. Neiss | 2023 | 0 | 966 | 69 | 7,467 | 3,301 | 11,803 |
Senior Executive Vice President, Chief Strategy Officer, Interim Chief Operating Officer & Head of Mortgage Division | 2022 | 0 | 654 | 65 | 6,416 | 10,063 | 17,198 |
William J. Kitsch, IV | 2023 | 0 | 630 | 63 | 6,386 | 1,953 | 9,032 |
Senior Executive Vice President, Chief Revenue Officer | 2022 | 0 | 630 | 59 | 6,000 | 1,323 | 8,012 |
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. |
(3) | Group Life Insurance Premium. Full-time employees receive life insurance coverage at 5 times their annualized salary to $400,000 maximum. |
(4) |
(5) |
401(k) Savings Plan Corporate Match Dollars. See401(k) SAVINGS PLAN - MATCH DATA TABLE on page |
All participating employees receive |
Total of |
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
Stock Awards | ||
Name and Principal Position | Number of shares or units of stock that have not vested (#)(1) | Market value of shares or units of ($)(2) |
Jeffrey S. Stauffer Chairman of the Board, President and CEO | 1,717 | 25,326 |
Chad E. Neiss Senior Executive Vice Officer, and Head of Mortgage Division | 595 | 8,776 |
William J. Kitsch, IV Senior Executive Vice President, | 953 | 14,057 |
(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, 2023. The closing price of the Company's common stock was $14.75 on that date. |
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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$330,000 in 2015, $260,000 in 2014, and $255,000 in 2013.2023. Total contributions to theDefined Contribution PensionProfit Sharing Plan for the plan year ended December 31, 2015, 2014,2023, 2022 and 20132021 were $491,603, $473,591,$985,713, $934,672 and $451,201,$905,122 respectively.
In 2015,2023, 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$16,500; Chad E. Lied,Neiss, Senior Executive Vice President, Chief Strategy Officer, Interim Chief Operating Officer & Head of Mortgage Division, $16,500 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.$13,833.
Larger contributions to theDefined Contribution PensionProfit Sharing Plan for named executive officers are attributable to their higherBase Salaries.Defined Contribution PensionProfit Sharing Plancontributions for named executive officers are included in the DEFINED CONTRIBUTION PENSIONPROFIT SHARING PLAN TABLE on page 26andbelow and inAll Other Compensationon the SUMMARY COMPENSATION TABLE on page 23.20.
Effective January 1, 2016, the Defined Contribution Pension Plan was combined with the 401(k) Savings Plan.
DEFINED CONTRIBUTION PROFIT SHARING PLAN TABLE
2.00% | ||||
Name and |
Plan | Safe Harbor Non-elective | Profit Sharing Elective |
Total |
Principal Position | Year | Contribution | Contribution | Contribution |
($) | ($) | ($)(1) | ||
Jeffrey S. Stauffer | 2023 | 9,900 | 6,600 | 16,500 |
Chairman of the Board, President and CEO | 2022 | 9,150 | 6,100 | 15,250 |
Chad E. Neiss |
2023 |
9,900 |
6,600 |
16,500 |
Senior Executive Vice President, Chief Strategy Officer, Interim Chief Operating Officer, and Head of Mortgage Division | 2022 | 9,150 | 6,100 | 15,250 |
William J. Kitsch, IV |
2023 |
8,300 |
5,533 |
13,833 |
Senior Executive Vice President, Chief Revenue Officer | 2022 | 7,181 | 4,787 | 11,968 |
Profit Sharing Table Key
(1) | Total Defined Contribution Profit Sharing during 2023 and 2022. This amount is included in OTHER COMPENSATION in the SUMMARY COMPENSATION TABLE on page 20. |
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.
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DEFINED CONTRIBUTION PENSION PLAN TABLE
1-Jan | 5.00% | Pension | Total $ | 31-Dec | |||
Name and | Plan | Pension Plan | Pension | Pension | Investment | Change in | Pension Plan |
Principal Position | Year | Value | Forfeitures | Contribution | Earnings | Pension | Value |
($)(1) | ($)(2) | ($)(3) | ($)(4) | ($)(5) | ($)(6) | ||
Aaron L. Groff, Jr. | 2015 | 1,211,416 | 0 | 22,777 | 10,522 | 33,299 | 1,244,715 |
Chairman of the Board, | 2014 | 1,097,283 | 0 | 20,150 | 93,983 | 114,133 | 1,211,416 |
President and CEO | 2013 | 924,048 | 0 | 19,815 | 153,420 | 173,235 | 1,097,283 |
Scott E. Lied | 2015 | 165,137 | 0 | 8,657 | 1,458 | 10,115 | 175,252 |
Senior Vice President, | 2014 | 144,410 | 0 | 8,126 | 12,601 | 20,727 | 165,137 |
Chief Financial Officer | 2013 | 116,679 | 0 | 7,914 | 19,817 | 27,731 | 144,410 |
Barry E. Miller | 2015 | 8,974 | 0 | 9,972 | 120 | 10,092 | 19,066 |
Senior Vice President, | 2014 | 0 | 0 | 8,609 | 365 | 8,974 | 8,974 |
Chief Operating Officer | 2013 | 0 | 0 | 0 | 0 | 0 | 0 |
Paul W. Wenger | 2015 | 676,474 | 0 | 9,306 | 5,861 | 15,167 | 691,641 |
Senior Vice President | 2014 | 615,319 | 0 | 8,568 | 52,587 | 61,155 | 676,474 |
and Cashier | 2013 | 520,726 | 0 | 8,367 | 86,226 | 94,593 | 615,319 |
Pension Plan Table Key
No Pension Plan Payments were made to the named executive officers above during 2015.
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Number of | Value of | |||
Name and | Years of | Accumulated Benefit | Payments During | |
Principal Position | Plan Name | Credited Service | As of 12/31/15 | Last Fiscal Year |
($) | ($) | |||
Aaron L. Groff, Jr. | Defined Contribution | 48 | 1,244,715 | 0 |
Chairman of the Board, | Pension Plan | |||
President and CEO | ||||
Scott E. Lied | Defined Contribution | 17 | 175,252 | 0 |
Senior Vice President, | Pension Plan | |||
Chief Financial Officer | ||||
Barry E. Miller | Defined Contribution | 2 | 19,066 | 0 |
Senior Vice President, | Pension Plan | |||
Chief Operating Officer | ||||
Paul W. Wenger | Defined Contribution | 48 | 691,641 | 0 |
Senior Vice President | Pension 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 Plan | 2015 | 6,853 |
Chairman of the Board, | 2014 | 6,729 | |
President and CEO | 2013 | 6,216 | |
Scott E. Lied | ENB 401(k) Savings Plan | 2015 | 3,621 |
Senior Vice President, | 2014 | 3,488 | |
Chief Financial Officer | 2013 | 3,400 | |
Barry E. Miller | ENB 401(k) Savings Plan | 2015 | 3,530 |
Senior Vice President, | 2014 | 3,186 | |
Chief Operating Officer | 2013 | 916 | |
Paul W. Wenger | ENB 401(k) Savings Plan | 2015 | 3,728 |
Senior Vice President | 2014 | 3,449 | |
and Cashier | 2013 | 3,494 | |
Name and |
Plan |
Plan |
Corporate |
$(1) | |||
Jeffrey S. Stauffer | ENB 401(k) Savings Plan | 2023 | 6,537 |
Chairman of the Board, President and CEO | 2022 | 8,912 | |
Chad E. Neiss | ENB 401(k) Savings Plan | 2023 | 7,467 |
Senior Executive Vice President, Chief Strategy Officer, Interim Chief Operating Officer and Head of Mortgage Division | 2022 | 6,416 | |
William J. Kitsch, IV | ENB 401(k) Savings Plan | 2023 | 6,386 |
Senior Executive Vice President, Chief Revenue Officer | 2022 | 6,000 | |
401(k) Savings Plan Table Key
(1) | Total Corporate Match during |
Year | Summary ($) | Compensation ($) | Average ($) | Average ($) | Value of $100 Investment ($) | Net Income ($) |
(a) | (b) | (c) | (d) | (e) | (f) | (g) |
2023 | 422,689 | 417,771 | 578,358 | 576,249 | 96.44 | 12,375,000 |
2022 | 522,400 | 520,340 | 514,573 | 513,644 | 76.87 | 14,631,000 |
2021 | 386,313 | 386,313 | 449,706 | 449,706 | 120.27 | 14,916,000 |
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.
2023 | 2022 | 2021 | |
Summary Compensation Table Total | $422,689 | $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 | ||
Change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | (2,416) | ||
Change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | (2,502) | ||
Plus: dividends or other earnings paid during year prior to vesting date of award | |||
Compensation Actually Paid | $417,771 | $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 and 2023 are Messrs. Neiss and Kitsch .
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.
2023 | 2022 | 2021 | |
Summary Compensation Table Total | $578,358 | $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 | ||
Change in fair value from prior year end to current year end of awards granted prior to year that were outstanding and unvested as of year end | (967) | ||
Change in fair value from prior year end to vesting date of awards granted prior to year that vested during year | (1,142) | ||
Plus: dividends or other earnings paid during year prior to vesting date of award | |||
Compensation Actually Paid | $576,249 | $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.
From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 20% and increased by 12%, respectively, compared to a 25.5% increase 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.
From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs decreased by 20% and increased by 12%, respectively, compared to a 15.4% decrease in our Net Income over the same time period.
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, 2015,2024, and in the event of the death of the named executive officer on or before December 31, 2015,2024, 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, and Paul W. Wenger’s beneficiary would$500,000. Qualifying individuals will continue to receive $321,750.
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The Corporation establishedThe ENB Financial Corp 2011 Employee Stock Purchase Plan(“2011 ESPP”)asa $100,000 life insurance policy through the successor to theENB Financial Corp 2001 Stock Purchase Plan, originally adopted 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 and quarterly purchase dates. Each eligible employee participating in an offering period is granted an option to purchase a number of shares on each purchase date. The number of shares is determined by dividing 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 PLANSplit Dollar benefit until death.
The Corporation has establishedThe ENB Financial Corp Dividend Reinvestment and Stock Purchase Plan(“DRP”). The purposeentered 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 DRP is to provide shareholders with a convenient and economical way to buy additional shares of the Corporation’s Common Stock by reinvesting dividends or by voluntarily making cash payments under the terms of the DRP. Under the terms of the DRP, the Corporation is authorized to issue up to 200,000 shares of its Common Stock. As of December 31, 2015, there were a total of 136,720 shares heldas defined in the DRPEmployment 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 78,804 shares had been issuedcontinuation of all life, disability, medical insurance, and other normal health and welfare benefits for two years, except in the formcase of reinvested dividends.
The Compensation Committee has reviewed and discussed theCompensation Discussion and Analysis with management and, based on its review and discussions, the Compensation Committee recommended to the Board of Directors that theCompensation Discussion and Analysisbe included in the Corporation’s 2016 Proxy Statement.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Corporation’s entire Board of Directors, through the Compensation Committee, is responsibleMr. Neiss for establishing, implementing, and monitoring compensation policies. Messrs. Groff and Wenger, each of whom was a member of the Board in 2015, also served as Executive Officers 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.
one year.
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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, 2015,2023, 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, 2015,2023, 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 |
TO ELECT FOUR (4) CLASS B DIRECTORS TO SERVE FOR A THREE-YEAR TERM AND UNTIL
THEIR SUCCESSORS ARE ELECTED AND QUALIFIED
The four (4) nominees for Class B Director to be elected at the 2024 Annual Meeting of Shareholders are:
· | Willis R. Lefever; |
· | Jay S. Martin; |
· | Judith A. Weaver; and |
· | Roger L. Zimmerman |
The Board of Directors unanimously recommends that shareholders vote “FOR” the nominees for director listed above.
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, 2024. 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, 2016.2023. 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, 2016.7, 2024. 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 | |||||||
($) | ($) | |||||||
Audit Fees (1) | 95,547 | 88,629 | ||||||
Audit-Related Fees (2) | 18,209 | 18,318 | ||||||
Tax Fees (3) | 18,050 | 14,200 | ||||||
Total Fees | 131,806 | 121,147 |
Year Ended December 31, | ||||||||
2023 | 2022 | |||||||
($) | ($) | |||||||
Audit Fees (1) | 210,163 | 165,071 | ||||||
Audit-Related Fees (2) | 10,965 | 10,489 | ||||||
Tax Fees (3) | 21,295 | 21,175 | ||||||
Total Fees | 242,423 | 196,735 |
(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. |
(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 |
(3) | Tax Fees include fees billed for professional services rendered by S.R. Snodgrass, P.C., during |
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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
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Audit Committee may also pre-approve particular services on a case-by-case basis. For each proposed service, the 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 2024 fiscal year, the Audit Committee shall notmay choose another accounting firm to provide independent registered public accountant/audit services for the 2024 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.
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:
The Board of Directors unanimously recommends that shareholders vote “FOR” the nominees for director listed above.
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.
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, 2024.
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A copy of ENB Financial Corp’s Annual Report on Form 10-K for the year ended December 31, 2015,2023, 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, 2014,2022, 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.
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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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.
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! InsteadYour 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 1:00 a.m.,00am Eastern Time, on May 10, 2016. Vote by Internet •7, 2024. Online Go to www.investorvote.com/ENBP • Oror scan the QR code with your smartphone • Follow— login details are located in 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 2024 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 recommends a vote FOR all the nominees listed and FOR each proposal.Diirreeccttoorrss rreeccoommmmeennddaavvootteeFFOORRaallltthheennoomminineeeesslilsistetedd, FaOnRd PFOroRpoPsroalpsoXsa–l X2.and for every X YEARS on Proposal X. For Withhold For Withhold For Withhold + 1. The election asof four (4) Class AB directors to serve for a three-year term these three nominees: For Withholdand until their successors are elected and qualified. Nominees named below. 01 - Aaron L. Groff, Jr.Willis R. Lefever 02 - Brian K. ReedJay S. Martin 03 - Judith A. Weaver 04 - Roger L. Zimmerman 2. To ratify the selection of S.R. Snodgrass, P.C. as independent registered public accounting firm for the year ending December 31, 2024. 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. 1UPXC 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. 03XDVB 1 U P X + 029DRA ..
2024 Annual Meeting Materials areAdmission Ticket 2024 Annual Meeting of ENB Financial Corp Shareholders May 7, 2024, 1:00pm Eastern Time Ephrata National Bank 124 East Main Street Offices 5th Floor of Brossman Building Complex Ephrata, Pennsylvania 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 2024 Annual Meeting of Shareholders May 10, 20167, 2024 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. EabyAaron L. Groff, Jr. and John H. Shuey,Mary E. Leaman, 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, 20167, 2024 at 1:00 p.m., local time,Eastern Time, at Ephrata National Bank’s main office, 31Bank, 124 East Main Street Offices, 5th Floor of Brossman Building Complex, Ephrata, Pennsylvania 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)
.. 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. X2024 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 recommends a vote FOR all the nominees listed and FOR each proposal.Dirreeccttoorrss rreeccoommmmeennddaavvootteeFFOORRaallltthheennoomminineeeesslilsistetedd, FaOnRd PFOroRpoPsroalpsoXsa–l X2.and for every X YEARS on Proposal X. For Withhold For Withhold For Withhold + 1. The election asof four (4) Class AB directors to serve for a three-year term these three nominees: For Withholdand until their successors are elected and qualified. Nominees named below. 01 - Aaron L. Groff, Jr.Willis R. Lefever 02 - Brian K. ReedJay S. Martin 03 - Judith A. Weaver 04 - Roger L. Zimmerman 2. To ratify the selection of S.R. Snodgrass, P.C. as independent registered public accounting firm for the year ending December 31, 2024. 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. 1UPX03XDWB 1 U P X + 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 PLAN2024 Annual Meeting of Shareholders May 10, 20167, 2024 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. EabyAaron L. Groff, Jr. and John H. Shuey,Mary E. Leaman, 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, 20167, 2024 at 1:00 p.m., local time,Eastern Time, at Ephrata National Bank’s main office, 31Bank, 124 East Main Street Offices, 5th Floor of Brossman Building Complex, Ephrata, Pennsylvania 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)
.. 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)