Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
JoAnn N. McMinn, who has served as Executive Vice President and Chief Financial Officer of Juniata Valley Financial Corp. (the “Company”) and The Juniata Valley Bank (the “Bank”) for the past 17 years, has announced that she will retire on June 21, 2022.
After June 1, 2022, Ms. McMinn will retain the title of Executive Vice President and Michael W. Wolf will assume the role of Senior Vice President and Chief Financial Officer of the Company and the Bank.
Mr. Wolf, age 58, who has been employed by the Bank since September 2021, has nearly 25 years of experience in the financial sector. His background includes public accounting and internal audit experience. Since 2009, he has served as Vice-President at Middlefield Bank, Northwest Bank and Dollar Bank with an emphasis on regulatory, SEC and internal reporting, technical accounting assessments, internal controls and accounting policy implementation. Mr. Wolf served as a member of the Accounting Advisory Counsel for the Financial Managers Society and holds a Bachelor of Science degree in Economics and Finance from the University of Pittsburgh along with a Certificate of Accounting from Robert Morris University.
Commitment to community service is exemplified by the civic activities in which Mr. Wolf participated while living in Western Pennsylvania: Firefighter, Special Olympics Volunteer, and board member for organizations such as American Red Cross, North East Area Chamber of Commerce, House of Hope, Erie Second Harvest Food Bank, Habitat for Humanity, and March of Dimes. Mr. Wolf enjoys hunting, fishing, and history, with a focus on American Civil War history and has recently become a member of Pennsylvania’s Juniata County Historical Society.
Mr. Wolf will receive an annual base salary of $223,600, and other benefits, including participation in the Company’s cash and equity incentive compensation programs, retirement plans, welfare and other benefit programs, comparable to those provided to the Company’s other executive officers. In addition, Mr. Wolf and the Company have entered into a Change of Control Severance Agreement on April 26, 2022, to become effective on June 1, 2022. The agreement continues as long as Mr. Wolf holds the position of Chief Financial Officer or a higher-ranking position with the Company. In the event Mr. Wolf’s employment is terminated resulting from a change of control, terms of which are defined in the agreement, he will receive severance compensation equal to the multiplier of two times his average annual compensation for the three most recent taxable years. If the change of control termination occurs after Mr. Wolf has reached the age of 68, the severance benefit multiplier shall be reduced to one. Further details can be found in the Change of Control Severance Agreement filed as Exhibit 10.1 to this Current Report.
There is no arrangement or understanding between Mr. Wolf and any other person pursuant to which he was selected as an officer of the Company and there are no family relationships between Mr. Wolf’s and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Wolf has a direct or indirect material interest that are required to be disclosed pursuant to applicable rules and regulations of the Securities and Exchange Commission. The Bank has entered into lending and other transactions in the ordinary course of business with the Company’s executive officers, and the Bank may have similar transactions with Mr. Wolf in the future. Transactions with executive officers made by the Bank have been on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable loans and transactions with persons not related to or employed by the Company, and did not involve more than the normal risk of collectability or present other unfavorable features.