Norwood Financial (NWFL) Proxy Filing summary

Executive summary

• Reported a net loss of $160,000 for 2024, mainly due to a one-time $20 million loss on securities sales in Q4, compared to $16.8 million net income in 2023.

• Adjusted net income (excluding the one-time loss) was $15.6 million, with adjusted EPS of $1.93 and adjusted ROAE of 9.97%.

• Net interest margin declined to 2.91% from 3.06% year-over-year; deposit costs increased before Fed rate cuts.

• Raised capital in December 2024 to reposition the investment portfolio for improved future yields.

• Increased quarterly cash dividend by 3.33%, marking 33 consecutive years of dividend growth.

Board of directors and corporate governance

• Welcomed new board member Ronald R. Schmalzle, bringing business and public service experience.

• Board member Joseph W. Adams resigned to become SVP and Director of Wealth Management and Investment Services.

• Susan Campfield retired from the board in February 2025.

• Board composition includes a mix of experienced professionals from various backgrounds.

Executive compensation and say-on-pay

• Celebrated the retirement of CFO William Lance after 44 years; welcomed John McCaffery as new CFO, bringing extensive finance and M&A experience.

• Multiple executive promotions, including Tracie Young to EVP and Director of Risk, and Steven Daniels to EVP and Director of Consumer Banking.