Our bylaws require that directors be divided into three classes, as nearly equal in number as possible. Each class serves for a three-year term, with approximately one-third of the directors elected each year. The Board of Directors currently consists of eleven members, each of whom also serves as a director of The Dime Bank (the “Bank”). Four directors will be elected at the Annual Meeting to Class B, each to serve for a three-year term or until his successor has been elected and qualified.
The Board of Directors has nominated Peter Bochnovich, Barbara J. Genzlinger, John S. Kiesendahl, and John F. Spall (collectively, the “Nominees”) for election as directors to Class B for additional three-year terms. The Nominees currently serve as directors of the Company and the Bank. The persons named as proxies in the enclosed Proxy Card intend to vote for the election of the Nominees. If any of the Nominees withdraws or is unable to serve (which the Board of Directors does not expect), or should any other vacancy occur in the Board of Directors, the persons named in the enclosed Proxy Card intend to vote for the election of the person or persons that the Nominating Committee may recommend to the Board of Directors. If there is no substitute nominee, the size of the Board of Directors may be reduced.
The following table sets forth the names, ages, positions with the Company, terms of, and length of board service, numerical and percentage beneficial ownership of the Common Stock for each of the Nominees, each director continuing in office and each executive officer who is not a director as of the Record Date.
Beneficial ownership of the directors and executive officers of the Company, as a group, is also set forth below:
Class C Directors Continuing in Office
Name and Positions with Company |
Age (1) |
Year First Elected or Appointed (2) |
Current Term To Expire |
Shares of Common Stock Beneficially Owned (1)(3) |
Percent Owned |
Gregory J. Frigoletto - Director |
54 |
2018 |
2025 |
4,830 |
* |
Aimee M. Skier -Director |
50 |
2023 |
2025 |
3,239 |
* |
Todd J. Stephens - Director, Vice Chairman of the Board |
54 |
2010 |
2025 |
15,887 |
* |
Class A Directors Continuing in Office
Name and Positions with Company |
Age (1) |
Year First Elected or Appointed (2) |
Current Term To Expire |
Shares of Common Stock Beneficially Owned (1)(3) |
Percent Owned |
Gary C. Beilman - Director |
69
|
2005 |
2026 |
33,252 |
1.3% |
Lorraine D. Collins -Director |
60 |
2024 |
2026 |
197 |
* |
Brian T. Kelly - Director |
53 |
2018 |
2026 |
5,138 |
* |
David D. Reynolds, M.D. - Director |
60 |
2015 |
2026 |
34,778 |
1.4% |
Executive Officers Who Are Not Directors
Name and Positions with Company |
Age (1) |
Year First Elected or Appointed (2) |
Current Term To Expire |
Shares of Common Stock Beneficially Owned (1)(3) |
Percent Owned |
William R. Boyle - Senior Vice President, Chief Lending Officer |
64 |
- |
- |
4,319 |
* |
Jeffrey J. Roche - Senior Vice President, Chief Financial Officer, Treasurer and Asst. Secretary |
54 |
- |
- |
6,358 |
* |
Directors, nominees and named executive officers of the Company (13 persons) |
- |
- |
- |
261,537 |
10.3% |
(1) As of Record Date.
(2) Refers to the year the individual first became a director of the Company.
(3) The share amounts include 1,440 shares for Mr. Bochnovich, 600 shares for Ms. Genzlinger, 300 shares for Mr. Kiesendahl, 100 shares for Mr. Spall, 2,600 shares for Mr. Frigoletto, 100 shares for Mr. Stephens, 600 share for Mr. Beilman, 2,400 shares for Mr. Kelly, 2,800 shares for Dr. Reynolds, 900 shares for Mr. Boyle, and 3,950 shares for Mr. Roche that may be acquired through the exercise of stock options within sixty days of the Record Date under Company stock option plans.
* Less than 1% of Common Stock outstanding.
Biographical Information
The following biographies of each of the nominees and continuing directors contain information regarding the person’s service as a director, business experience, director positions held currently or at any time during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.
Nominees For Directors in Class B:
Peter Bochnovich is the President and Chief Executive Officer of the Company and Bank. Mr. Bochnovich was appointed President and Director on January 1, 2020. He was previously appointed Chief Executive Officer on September 1, 2019. Prior to September 2019, Mr. Bochnovich served the Company and Bank in various capacities. He has been employed in the financial services industry for over thirty-six years. He is actively involved in numerous community, charitable and civic organizations.
Barbara J. Genzlinger is one of the original founders in the early 1980s of The Settlers Inn, a country inn located in Hawley, Pennsylvania. Ms. Genzlinger is personally involved in various hospitality businesses daily and interacts regularly with many area residents. She is active in numerous community and civic organizations along with a national innkeepers’ organization.
John S. Kiesendahl is the Vice President of Woodloch Pines Inc., a resort located in Hawley, Pennsylvania since 1981. He is a principal in certain businesses associated with the resort. Mr. Kiesendahl has been a member of the Bank’s Board of Directors since 1985 and has been an active member or chair of several committees. His extensive business experience in the operation of a family resort, its affiliated golf course, world-class spa, and residential community includes all aspects of the business including hospitality operations, real estate development and financing.
John F. Spall is an attorney, practicing in Hawley, Pennsylvania since 1971. Mr. Spall has been active in all phases of the legal profession for over fifty years with an emphasis on real estate transactions. He is a former solicitor for numerous municipalities and has been Assistant District Attorney for Wayne County. He currently serves as President of the Wallenpaupack Area School District Board of Education.
The Board of Directors unanimously recommends a vote “FOR” the election of the above nominees.
Continuing Directors in Class C:
Gregory J. Frigoletto is the District Superintendent of Wayne Highlands School District and long-time resident of Wayne County. He has an extensive background serving our community with over twenty-five years in the field of education at Wayne Highlands School District, including over twenty years as an administrator. He is actively involved in numerous local charitable and civic organizations.
Aimee M. Skier is Co-President of A.M. Skier Agency, Inc., an insurance agency, located in Hawley, Pennsylvania since 1973. A.M. Skier Inc., is one of the largest independent insurers of children’s summer camps in the United States. Ms. Skier provides a rich background in children’s camps and the insurance industry. She remains involved in several charitable organizations.
Todd J. Stephens was born and raised in Wayne County, Pennsylvania. He is the Chief Operating Officer for the Medical Shoppe, LTD, parent company of Stephens Pharmacy and Northeast Med-Equip., holding this position since 2007. He is also the founder and managing partner of Northeast Accessibility, a provider of specialty equipment and solutions for persons with limited mobility. Prior to that, he was employed with Boston Coach Corp., a wholly owned subsidiary of Fidelity Investments. During his tenure with that Company, he rose to the level of Senior Vice President with responsibilities for national operations, directing marketing and commerce efforts and managing a national sales organization.
Continuing Directors in Class A:
Gary C. Beilman is retired. Prior to Mr. Beilman’s retirement, he served as the President and CEO of the Dime Bank as well as other various capacities. Mr. Beilman provides knowledge and experience of over forty years in the financial services industry. He is actively involved in numerous community, charitable and civic organizations.
Lorraine D. Collins is President of Davis R. Chant Realtors, Owner, Vice-President, and Controller of Joybeck Custom Builders, and President of Lords Valley Association. Mrs. Collins has over forty years of finance and real estate experience along with several years of varied executive experience.
Brian T. Kelly is a Certified Public Accountant and owner of Brian T. Kelly CPA & Associates, LLC with offices in Carbondale, Honesdale, and Old Forge. He has over twenty-eight years of experience in public accounting, providing audit, tax, and consulting services to various clients. He is actively involved in numerous professional and civic organizations.
David D. Reynolds, M.D. AGAF is the President and Chief Executive Officer of Northeastern Gastroenterology Associates, President, Chief Executive Officer and Medical Director of Mountain Laurel Surgical Center and Maple City Anesthesia, LLC, and a partner of SGR Real Estate. He is board certified in gastroenterology and is active in numerous medical organizations.
Business Background of Our Executive Officers Who Are Not Directors
The business experience for the past five years of each of the Company’s executive officers who are not a director is set forth below. Unless otherwise indicated, the executive officer has held his or her position for more than the past five years.
William R. Boyle is Senior Vice President of the Company and the Bank and is also Assistant Secretary of the Bank. He serves as the Chief Lending Officer and Chief Credit Officer of the Bank. He has served the Company and Bank in various capacities since joining in 2012.
Jeffrey J. Roche is Senior Vice President of the Company and the Bank and is also Assistant Secretary of the Company and Treasurer of the Company and the Bank. He serves as the Chief Financial Officer of the Bank since 2021 and was Controller for four years since joining in 2017.
Corporate Governance
Committees of the Board of Directors
Nominating Committee. The Nominating Committee is comprised of Directors Dr. David D. Reynolds, Henry M. Skier, Todd J. Stephens, and John F. Spall, each of whom is considered independent under the rules of The NASDAQ Stock Market. Although this is not a standing committee, the Board believes that its procedures are sufficient to ensure that its nominees are approved by a majority of the independent directors. The independent directors met four times as a Nominating Committee during the fiscal year ended December 31, 2023.
Compensation Committee. The 2023 Compensation Committee was comprised of Directors John S. Kiesendahl, Henry M. Skier and Todd J. Stephens, each of whom was considered independent under the rules of The NASDAQ Stock Market. Decisions regarding the compensation of our executives are made by the Compensation Committee. They have the strategic and administrative responsibility for ensuring that key management employees are compensated effectively in addition to oversight of all executive compensation plans and employee benefits. The Committee met four times during the fiscal year ended December 31, 2023.
Audit Committee. The Audit Committee was comprised of Directors Gary C. Beilman, Brian T. Kelly, Thomas A. Peifer, and Dr. David D. Reynolds. Director Peifer retired in November 2023 and was replaced by Director Frigoletto. The Audit Committee is a standing committee that is responsible for developing and maintaining the Company’s and the Bank’s audit program. The Company believes that all members of the Audit Committee qualify as independent directors under the rules of The NASDAQ Stock Market including the specific independence requirements for Audit Committee members. The Committee also meets with the independent auditors to discuss the results of the annual audit and any related matters. The Committee met four times during the fiscal year ended December 31, 2023.
Communications with Directors
Stockholders who wish to communicate with the Board of Directors should send their communications to the Secretary at the Company’s main office, PO Box 509, Honesdale, Pennsylvania 18431.
Director Compensation
Set forth below is a table providing information concerning the compensation of the non-employee directors of the Company for the last completed fiscal year. There was no other compensation paid during the last fiscal year.
Name(1)(2) |
Fees Earned
or Paid in Cash
|
All other
Compensation (3)(4)
|
Total |
Gary C. Beilman |
$45,000 |
$304 |
$45,304 |
Gregory J. Frigoletto |
$45,000 |
$274 |
$45,274 |
Barbara J. Genzlinger |
$45,000 |
$304 |
$45,304 |
Brian T. Kelly |
$45,000 |
$4,382 |
$49,382 |
John S. Kiesendahl |
$45,000 |
$304 |
$45,304 |
Thomas A. Peifer (5) |
$37,500 |
$304 |
$37,804 |
David D. Reynolds, M.D. |
$45,000 |
$274 |
$45,274 |
Aimee M. Skier (5) |
$3,750 |
$0 |
$3,750 |
Henry M. Skier (5) |
$45,000 |
$304 |
$45,304 |
John F. Spall |
$45,000 |
$304 |
$45,304 |
Todd J. Stephens |
$45,000 |
$1,353 |
$46,353 |
(1) Director Peter Bochnovich, as the Company's President and Chief Executive Officer in 2023, did not receive any additional remuneration as a director.
(2) Non-employee directors.
(3) Cash dividends of $213 paid on unvested 2020 granted restricted stock awards, $912 paid on unvested 2021 granted restricted stock awards, and $1,824 paid on unvested 2022 granted restricted stock awards.
(4) Travel expenses of $4,109 were reimbursed to Mr. Kelly for travel related to conference attendance and travel expenses of $1,049 were reimbursed to Mr. Stephens for travel related to conference attendance.
(5) Mr. Peifer resigned from the Board of Directors on 11/01/2023. Ms. Skier was appointed to the Board of Directors on 12/21/2023. Mr. Skier retired from the Board of Directors on 01/25/2024.
For the year ended December 31, 2023, the annual retainer fee paid to each non-employee director was $45,000, regardless of meeting attendance. There are no additional fees paid in connection with attendance at board or committee meetings. Directors’ fees are paid by the Bank, on whose board each director sits; no additional fees are paid for service as a director of the Company. No other compensation was paid to the above-named directors in 2023.
Proposal 2. Ratification of Appointment of Independent Auditors
S.R. Snodgrass, P.C. was the Company’s independent auditors for the 2023 fiscal year. The Board of Directors has appointed Snodgrass to be its accountants for the fiscal year ending December 31, 2024 and is seeking ratification by the Company’s stockholders of such appointment. A representative of S.R. Snodgrass, P.C. is expected to be available at the Annual Meeting to respond to stockholders’ questions and will have the opportunity to make a statement if they so desire.
The Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the appointment of S.R. Snodgrass, P.C. as the Company’s independent auditors for the 2024 fiscal year.
Stockholder Proposals
In order to be considered for possible action by stockholders at the 2025 Annual Meeting of Stockholders, stockholder nominations for director and stockholder proposals must be submitted to the Secretary at the Company’s main office, PO Box 509, 820 Church Street, Honesdale, Pennsylvania 18431, no later than February 24, 2025.
Stockholders Sharing a Single Address
Only one copy of this Proxy Statement and the accompanying Annual Report to Stockholders is being delivered to multiple stockholders sharing an address unless the Company has previously received contrary instructions from one or more of such stockholders. On written or oral request to Dimeco, Inc., PO Box 509, 820 Church Street, Honesdale, Pennsylvania 18431, (570) 253-1970, the Company will deliver promptly a separate copy of this Proxy Statement and the Annual Report to Stockholders at a shared address to which a single copy of the documents was delivered. Stockholders sharing an address who wish, in the future, to receive separate copies or a single copy of our proxy statements and annual reports should provide written or oral notice to the Secretary at the address and telephone number set forth above.
Miscellaneous
The cost of soliciting proxies will be borne by the Company. The Company will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy materials to the beneficial owners of Common Stock. In addition to solicitations by mail, directors, officers, and regular employees of the Company may solicit proxies personally or by email or telephone without additional compensation.
By Order of the Board of Directors
John F. Spall
Secretary
Honesdale, Pennsylvania
March 21, 2024