Penns Woods Bancorp, Inc. Amends CEO Grafmyre Contract

Core Viewpoint - Penns Woods Bancorp, Inc. has amended the employment agreement of CEO Richard A. Grafmyre to align compensation with industry standards and shareholder feedback, reducing his total annual compensation by approximately $150,000 [1][2][3] Group 1: Employment Agreement Amendments - The amendment removes the provision for compensation for unused paid time off starting from the 2024 annual period [1] - Mr. Grafmyre's base salary is reduced to $850,000, with a maximum annual bonus potential set at $325,000 [1] - The changes emphasize at-risk compensation to better reflect peer group trends [1][3] Group 2: Revised Bonus Plan Metrics - The bonus plan for 2024 incorporates metrics such as return on average equity, return on average assets, earnings per share, asset growth, and credit quality [2] - Historical performance metrics include tangible book value plus dividend growth at 139% compared to peer 124% from December 31, 2013, to 2023 [2] - Loan portfolio growth is reported at $455 million from December 31, 2018, to 2023, with credit quality showing cumulative net charge-offs to average loans of 0.5% versus 2.1% for all banks during the same period [2] Group 3: Board of Directors' Perspective - The Board believes the amendments will better align compensation with performance and incorporate peer and industry standards [3] - A greater percentage of total compensation will now be considered at-risk [3] - The design of executive compensation and bonus plan metrics will continue to be reviewed annually [3]