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Penns Woods Bancorp Executive Compensation (FY23)

PWOD · Executive and director compensation, fiscal 2022 to 2023
Chief executive, fiscal 2023
◇
Richard Grafmyre
Latest say-on-pay support
=
May 7, 2024
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Data as of October 16, 2026Latest filing (8-K): May 8, 2024
9 filings cited on this page
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166 figures on this page: 158 cited to the filing that reported them, 8 calculated from figures it prints. See the citations
What changed from fiscal 2022 to fiscal 2023
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive total compensation — Richard Grafmyre: $1,402,779 → $1,588,719 (13.3% higher)
Say-on-pay support: 65.3% → 96.3% (31.0 points higher)

Frequently asked questions

Answers drawn from the data on this page.
Who is Penns Woods Bancorp's chief executive and what were they paid?
Richard Grafmyre was paid $1,588,719 in total compensation as Chief Executive Officer for fiscal 2023. Grafmyre's total moved 13.3% higher from the $1,402,779 reported for fiscal 2022.
What was Penns Woods Bancorp's say-on-pay result?
Shareholders supported the say-on-pay proposal with 96.3% of votes cast for or against in favor at the meeting held May 7, 2024 for fiscal 2023.
Which companies are in Penns Woods Bancorp's peer group?
The disclosed peer group names ACNB Corporation, Chemung Financial Corp., Citizens and Northern Corp., Citizens Financial Services, Inc. and Civista Bancshares, Inc., among others.

Executive compensation

Every element reported for each named executive officer, by fiscal year.
Fiscal 2022
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Richard Grafmyre
Chief Executive Officer
◇——◇◇—◇◇
Brian Knepp
President & Chief Financial Officer
◇——◇◇◇◇◇
Aron Carter
Senior Vice President
◇——◇◇◇◇◇
Michelle Karas
Senior Vice President
◇◇—◇◇—◇◇
Fiscal 2023
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Richard Grafmyre
Chief Executive Officer
◇◇——◇—◇◇
Brian Knepp
President & Chief Financial Officer
◇——◇◇◇◇◇
Aron Carter
Senior Vice President
◇——◇◇◇◇◇
Michelle Karas
Senior Vice President
◇——◇◇—◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.

Equity awards granted

Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2023
OfficerAwardGrant dateThreshold unitsTarget unitsUnits grantedMaximum unitsExercise priceGrant date fair value
Aron M. CarterOPTION◇——◇—◇◇
Brian L. KneppOPTION◇——◇—◇◇
Michelle M. KarasOPTION◇——◇—◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.

Outstanding awards

Awards still held at fiscal year end.
As disclosed at fiscal 2023 year end
OfficerAwardUnvested unitsMarket value of unvested unitsExercise priceExpires
Michelle KarasOption◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
Brian KneppOption◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
Richard GrafmyreOption◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
Aron CarterOption◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
Option◇—◇—
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Severance and change in control

The terms as written in the agreements.
Aron Carter
Senior Vice President · Employment agreement
Change-in-control multiple◇
Brian Knepp
President & Chief Financial Officer · Employment agreement
Change-in-control multiple◇
Michelle Karas
Senior Vice President · Employment agreement
Change-in-control multiple◇
Richard Grafmyre
Chief Executive Officer · Employment agreement
Change-in-control multiple◇

Director compensation

What each non-employee director was paid.
Fiscal 2023
DirectorFees earned in cashStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
R. Edward Nestlerode Jr
Board chair
◇—————◇
Daniel K. Brewer
◇◇————◇
Michael J. Casale Jr
◇◇————◇
Charles E. Kranich II
◇—————◇
Leroy H. Keiler III
◇◇————◇
D. Michael Hawbaker
◇◇————◇
William J. Edwards
◇—————◇
Cameron W. Kephart
◇◇————◇
Robert Q. Miller
◇◇————◇
Jill F. Schwartz
◇—————◇
John G. Nackley
◇◇————◇
James M. Furey II
◇—————◇
Brian L. Knepp and Richard A. Grafmyre served on the board in fiscal 2023 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director fee schedule

The standing retainers and premiums the board pays, as published.
Board cash retainer◇
Total board retainer◇
Board chair premium◇
Audit committee chair◇

Disclosed peer group

The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2023
  • ACNB Corporation ACNB
  • Chemung Financial Corp. CHMG
  • Citizens and Northern Corp. symbol not shown
  • Citizens Financial Services, Inc. CZFS
  • Civista Bancshares, Inc. CIVB
  • Codorus Valley Bancorp CVLY
  • ESSA Bancorp, Inc. ESSA
  • Evans Bancorp, Inc. EVBN
  • Fidelity D & D Bancorp, Inc. FDBC
  • First Bank FRBA
  • First Keystone Corporation FKYS
  • First United Corp. FUNC
  • FNCB Bancorp, Inc. FNCB
  • Franklin Financial Services Corp. FRAF
  • Middlefield Banc Corp. MBCN
  • MVB Financial Corp. MVBF
  • Norwood Financial Corp. NWFL
  • Orrstown Financial Services, Inc. ORRF
  • Parke Bancorp, Inc. PKBK
  • Princeton Bancorp, Inc. BPRN
  • QNB Corp. symbol not shown
  • Unity Bancorp, Inc. UNTY

Say-on-pay history

Shareholder support for the compensation program, by year.
YearMeetingSupportVotes forVotes againstAbstentions
2023May 7, 2024=◇◇◇
2022May 16, 2023=◇◇◇
2021April 26, 2022=◇◇◇
2020April 27, 2021=◇◇◇
2019April 28, 2020=◇◇◇
2018April 23, 2019=◇◇◇
2017April 24, 2018=◇◇◇
2016April 25, 2017=◇◇◇

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- Richard Grafmyre (Chief Executive Officer), FY2023 total compensation $1,588,719 (base salary $1,003,802) [exec_comp, SEC accession 0000716605-24-000004, filed 2024-03-26]

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What this page does not include

Everything above is a fact Penns Woods Bancorp disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where Penns Woods Bancorp sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
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Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
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Citations

Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
166 figures on this page: 158 cited to the filing that reported them, 8 calculated from figures it prints.
158 cited to the filing
8 calculated from the filing

Documents cited

  1. 0001104659-24-058439
    Proposal No. 2 . Ratification of the appointment of S.R. Snodgrass, P.C. as the Company s independent registered public accounting firm for the year ending December 31, 2024.
  2. 0000716605-24-000004
    EXECUTIVE COMPENSATION & · Employment and Change in Control Agreements
  3. 0001104659-23-061627
    Proposal No. 2 . Non-binding (advisory) vote on the approval of executive compensation.
  4. 0001104659-22-051899
    Proposal No. 2. Non-binding (advisory) vote on the approval of executive compensation.
  5. 0001104659-21-055468
    Proposal No. 2. Non-binding (advisory) vote on the approval of executive compensation.
  6. 0001104659-20-052987
    Proposal No. 4. Non-binding (advisory) vote on the approval of executive compensation.
  7. 0001104659-19-023601
    Proposal No. 2. Non-binding (advisory) vote on the approval of executive compensation.
  8. 0001104659-18-027409
    Proposal No. 2. Non-binding (advisory) vote on the approval of executive compensation.
  9. 0000716605-17-000011
    Proposal No. 2. Advisory vote on the approval of executive compensation.
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Velarion, “Penns Woods Bancorp executive compensation, FY2022–FY2023.” https://intel.velarion.ai/comp/PWOD (accessed 2026).
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9 filings cited on this page
Method: intel.velarion.ai/methodology
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Peers Penns Woods Bancorp discloses

The companies named in PWOD's own disclosed peer group.

ACNB CorporationChemung Financial Corp.Citizens Financial Services, Inc.Civista Bancshares, Inc.Codorus Valley BancorpESSA Bancorp, Inc.Evans Bancorp, Inc.Fidelity D & D Bancorp, Inc.First BankFirst Keystone CorporationFirst United Corp.FNCB Bancorp, Inc.Franklin Financial Services Corp.Middlefield Banc Corp.MVB Financial Corp.Norwood Financial Corp.Orrstown Financial Services, Inc.Parke Bancorp, Inc.Princeton Bancorp, Inc.Unity Bancorp, Inc.

Terms on this page

Say-on-Pay VoteCEO Pay RatioMedian Employee CompensationAll companies

Free to read and cite. Redistribution or bulk use of the dataset requires a data license. Talk to us about the data license.

Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
  author = {{Velarion Company Intelligence}},
  title = {Velarion database: executive and board compensation data},
  year = {2026},
  version = {2026Q3},
  doi = {10.5281/zenodo.22283854},
  publisher = {Zenodo},
  url = {https://doi.org/10.5281/zenodo.22283854}
}
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