STEPHEN M. DORWART - Corporate Board Profile

CITIZENS & NORTHERN CORP

Filing Date	Source Excerpt
2021-03-12	Stephen M. Dorwart Director since: 2020 Age: 51 Mr. Dorwart served on the Covenant Bank Board of Directors from 2007 until July 2020. He served as Chair for both the Audit and Compensation Committees and was the Lead Outside Director for 5 years. He received his B.S. degree in Business Administration from Bucknell University in 1991. Mr. Dorwart is the managing partner of the public accounting firm Fischer Dorwart, PC with offices in Audubon, NJ and Harrisburg, PA. He is a CPA licensed in Pennsylvania, New Jersey and Delaware. We believe Mr. Dorwart is qualified to serve as a director of the Corporation because of his extensive experience in public accounting and private industry. In 2020, the members of the Audit Committee of the Corporation included: Stephen M. Dorwart, Clark S. Frame, Susan E. Hartley, Leo F. Lambert, Terry L. Lehman, and Aaron K. Singer. Director Dorwart has served on the Committee since July 2020. In 2020, members of the Trust Investment Committee included: Dennis F. Beardslee, Stephen M. Dorwart, Clark S. Frame, Bobbi J. Kilmer, Frank G. Pellegrino, and Leonard Simpson. Director Beardslee served on the Committee from January through mid-April 2020. Director Dorwart has served on the Committee since July 2020. DIRECTOR COMPENSATION Stephen M. Dorwart 14,800 (cash) + 0 (stock awards) = 14,800 total compensation in 2020.
2022-03-11	Mr. Dorwart served on the Covenant Bank Board of Directors from 2007 until July 2020. He served as Chair for both the Audit and Compensation Committees and was the Lead Outside Director for 5 years. He received his Bachelor of Science degree in Business Administration from Bucknell University in 1991. Mr. Dorwart is the managing partner of the public accounting firm Fischer Dorwart, PC with offices in Audubon, NJ and Harrisburg, PA. He is a CPA licensed in Pennsylvania, New Jersey and Delaware. We believe Mr. Dorwart is qualified to serve as a director of the Corporation because of his extensive experience in public accounting and as a director of Covenant Bank. ... In 2021, the members of the Audit Committee of the Corporation included: Stephen M. Dorwart, Clark S. Frame, Susan E. Hartley, Leo F. Lambert, Terry L. Lehman, Helen S. Santiago, and Aaron K. Singer. ... In 2021, the members of the Compensation Committee included: Bobbi J. Kilmer, Stephen M. Dorwart, Leo F. Lambert, Terry L. Lehman, Frank G. Pellegrino, Katherine W. Shattuck, and Leonard Simpson. ... In 2021, members of the Trust Investment Committee included: Stephen M. Dorwart, Clark S. Frame, Bobbi J. Kilmer, Frank G. Pellegrino, and Helen S. Santiago. ... DIRECTOR COMPENSATION ... Stephen M. Dorwart ... 44,575 ... 20,000 ... 64,575
2023-03-10	Mr. Dorwart served on the Covenant Bank Board of Directors from 2007 until July 2020. He served as Chair for both the Audit and Compensation Committees and was the Lead Outside Director for 5 years. He received his Bachelor of Science degree in Business Administration from Bucknell University in 1991. Mr. Dorwart is the managing partner of the public accounting firm Fischer Dorwart, PC with offices in Audubon, NJ and Harrisburg, PA. He is a CPA licensed in Pennsylvania, New Jersey and Delaware. We believe Mr. Dorwart is qualified to serve as a director of the Corporation because of his extensive experience in public accounting and as a director of Covenant Bank. In 2022, the members of the Audit Committee of the Corporation included: Stephen M. Dorwart, Clark S. Frame, Susan E. Hartley, Leo F. Lambert, Terry L. Lehman, Helen S. Santiago, and Aaron K. Singer. Director Frame served on the committee from January until his retirement in March of 2022. During 2022, Stephen M. Dorwart served as Chair of the Committee. The Audit Committee held six (6) meetings in 2022. All the members of the Audit Committee are and were independent under the independence standards of the NASDAQ Stock Market. The Board of Directors of the Corporation has adopted a written charter for the Audit Committee, a copy of which is available on our website at www.cnbankpa.com by hovering on “ABOUT,” then clicking on “Corporate Governance Policies” under the Investor Relations heading, then “Audit Committee Charter of C&N Corp.” The policies and procedures for pre-approval of engagements for non-audit services are included in the Charter. In 2022, the members of the Compensation Committee included: Bobbi J. Kilmer, Stephen M. Dorwart, Leo F. Lambert, Terry L. Lehman, Frank G. Pellegrino, and Katherine W. Shattuck. Bobbi J. Kilmer currently serves as Chair of the Committee. The Compensation Committee held ten (10) meetings in 2022. All of the members of the Compensation Committee are and were independent under the independence standards of the NASDAQ Stock Market. The Board of Directors of the Corporation has adopted a written charter for the Compensation Committee, which is available on our website at www.cnbankpa.com by hovering on “ABOUT,” then clicking on “Corporate Governance Policies” under the Investor Relations heading, then “Compensation Committee Charter of C&N Corp.” In 2022, the members of the Risk Management Committee included: Terry L. Lehman, Susan E. Hartley, Bobbi J. Kilmer, Stephen M. Dorwart, J. Bradley Scovill, Aaron K. Singer, and Frank G. Pellegrino. Terry L. Lehman currently serves as the Chair of the Committee. The Risk Management Committee met four (4) times during 2022. In 2022, the members of the Asset Liability Committee included: Clark S. Frame, Susan E. Hartley, Terry L. Lehman, Timothy E. Schoener, J. Bradley Scovill, Stephen Dorwart, and Helen Santiago. Director Frame served on the Committee from January until his retirement in March 2022. J. Bradley Scovill currently serves as Chair of the Committee. The Asset Liability Committee met four (4) times during 2022. In 2022, members of the Information Technology Committee were: Terry L. Lehman, Robert G. Loughery, Timothy E. Schoener, and Aaron K. Singer. Aaron K. Singer currently serves as Chair of the Committee. During 2022, the Information Technology Committee held four (4) meetings. In 2022, members of the Wealth Management Committee included: Stephen M. Dorwart, Clark S. Frame, Frank G. Pellegrino, Katherine Shattuck, Timothy Schoener, and Helen S. Santiago. Director Frame served on the Committee from January until his retirement in March 2022. Frank G. Pellegrino currently serves as Chair of the Committee. During 2021, the Wealth Management Committee held four (4) meetings. The following table summarizes the compensation paid by the Corporation and Bank to directors for the fiscal year ended December 31, 2022, other than J. Bradley Scovill who did not receive compensation as a director. Stephen M. Dorwart received $56,762 in fees earned or paid in cash and $19,991 in stock awards, totaling $76,753.