{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-22-148177","form_type":"8-K","ticker":"NWFL","cik":"0001013272","company_name":"NORWOOD FINANCIAL CORP","filed_at":"2022-05-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:59.300664+00:00","generated_at":"2026-06-25T17:31:30.945632+00:00","sec_items":["5.02","9.01"],"event_type":"leadership","sentiment":"neutral","materiality_score":0.4,"calibrated_materiality_score":0.4,"confidence":"high","headline":"Norwood appoints CEO James Donnelly to board; enters employment agreement with $425K salary","bullets":["James O. Donnelly appointed to board, filling vacancy from retirement of William W. Davis Jr., term expires at 2024 annual meeting.","Employment agreement with Norwood and Wayne Bank: $425,000 annual base salary, 36-month initial term with automatic extension.","Sign-on equity award of 3,000 shares vesting 70% after one year, 10% annually thereafter; 2022 pro-rata cash bonus at 36% target.","Salary Continuation Agreement provides $125,000 annual benefit for 15 years starting at age 65; severance up to 2.999x 5-year average pay upon change-in-control.","Donnelly appointed to Executive, Loan, and Trust Committees of the board."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-22-148177","json":"https://secwatch.observer/filing/0001193125-22-148177.json","markdown":"https://secwatch.observer/filing/0001193125-22-148177.md","text":"https://secwatch.observer/filing/0001193125-22-148177.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1013272/000119312522148177/0001193125-22-148177-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1013272/000119312522148177/d327745d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-25T17:31:30.945632+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"511ee8d163","claim":"James O. Donnelly was appointed as Director at NORWOOD FINANCIAL CORP.","evidence_excerpt":"James O. Donnelly, President and Chief Executive Officer of the Company, was appointed as a director","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312522148177/0001193125-22-148177-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"5b57fef430","claim":"William W. Davis, Jr. retired as Director at NORWOOD FINANCIAL CORP.","evidence_excerpt":"fill the vacancy created by the retirement of William W. Davis, Jr.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1013272/000119312522148177/0001193125-22-148177-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"retired"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}