Tower Bank restructures boards of directors

PAT FRIDGEN

Tower Bancorp Inc. and its subsidiary Graystone Tower Bank recently restructured their boards of directors, reducing each to 12 members who serve on both boards.

Previously, the boards were comprised of over 20 members. The unanimous decision to reduce the size occurred Jan. 25 and took effect Jan. 27. It followed the recommendation of a committee formed to develop a plan to make the boards more effective.

Tower Bancorp resignations were accepted from Stephen Beck, Patricia Carbaugh, John DiSanto, Marcus Faust, John Featherman III, Frederic Frederick, Mary Gayman, Harry Johnston and Jeffrey Shank.

That left the composition of the board as Clifford DeBaptiste, Jeffrey Lehman, Kenneth Lehman, Edward Leo, Charles Pearson Jr., Michael Peck, William Pommerening, Robert Poole Jr., Terry Randall, Andrew Samuel, Hasu Shat and Klare Sunderland. Their terms are staggered from 2011 through 2013.

Graystone resignations were accepted from Stephen Beck, Brian Campbell, Patricia Campbell, Marcus Faust, Frederic Frederick, Mark Gayman, Carol Hanson, Randall Horst, Harry Johnston, Mathew Naylor, Robert Schober and Jeffrey Shank.

The remaining composition is the same as for Tower, with the addition of Janak Amin.

The non-employee members who stepped down were recognized for their service in the form of a lump sum cash payment of twice the lesser of the compensation received in director fees in 2010 and $30,000. Vesting was also accelerated.

Why the change?

Andrew Samuel, president and CEO of Tower Bancorp, said the reduction was important in order to meet the needs of the financial institution.

“There are a lot of new issues in the corporate governance arena,” he said. “The boards must be more effective, and people have to have the necessary skillsets to work within the complexity of the company.”

The original size of the boards was cumbersome. The decision to restructure was reached without dissension, he said, citing unanimous approval.

Terry Randall of Hagerstown remains a local representative on the boards, and was long associated with First National Bank of Greencastle before it became part of the Tower network, which has 50 offices in 11 counties.

Fred Frederick, Greencastle businessman who served on the boards for eight years, agreed that they were simply too big. When Tower recently purchased First National Bank of Chester, even more directors came along, and the need to shrink became obvious. He said there was nothing adversarial in the switch.

Samuel added each bank continues to offer a great product to consumers, and has employees the residents know and can relate to within the community.

“One common thread is we are relationship-based,” he said. “Each bank has someone who is passionate about the community. Jeff Shank, as president and CEO of Tower in Greencastle, is a very important part of what we do. He means a lot to us.”

Shank and Randall did not return calls for comment by presstime.