DEF 14A of Acnb Corp
Filed Apr 2, 2024 · FY20230001104659-24-042278
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nomination of Directors
Nomination of Directors The Corporation has a standing Nominating Committee with a charter. Recommendations to the Board of Directors as to the nominees for election as directors at the Annual Meeting of Shareholders are provided by the Nominating Committee. The Nominating Committee will consider shareholder-recommended nominees for director, and shareholders who desire to propose an individual for consideration by the Board of Directors as a nominee for director should submit a recommendation in writing to the Secretary of the Corporation in compliance with the requirements of Article II, Sections 202, 203 and 207(b), of the Corporation’s Bylaws. Any shareholder who intends to nominate a candidate for election to the Board of Directors must notify the Secretary of the Corporation in writing not less than fourteen (14) days prior to the date of any shareholder meeting called for the election of directors.
Qualification and Nomination of Directors
Qualification and Nomination of Directors The Corporation’s Articles of Incorporation authorize the number of directors to be not less than five (5) and not more than twenty-five (25). Further, the Corporation’s Articles of Incorporation and Bylaws provide for three (3) classes of directors with staggered terms of office of three (3) years that expire at successive annual meetings. Pursuant to Article II, Section 207(b), of the Corporation’s Bylaws, no director or nominee shall stand for election, if as of the date of election, he or she shall have attained the age of seventy-two (72) years old. Currently, the number of directors is set at ten (10): Class 1 consists of two (2) directors, Class 2 consists of three (3) directors, and Class 3 consists of five (5) directors. The Nominating Committee believes that a director nominee must have the following attributes/ qualifications before being recommended as a nominee: stock ownership in the Corporation, the willingness to commit time, a commitment to independence, a commitment to the Corporation’s community, financial competence, a good reputation, integrity, good communication skills, and the willingness and ability to speak up for the interests of the Corporation. A director nominee shall also have expertise that strengthens the Board of Directors. When evaluating potential director nominees, the Nominating Committee considers the skills and expertise of the current Board members and seeks director nominees with knowledge, skills and abilities that enhance and complement—rather than duplicate—the experiences and skills already represented on the Board of Directors. Further, the Nominating Committee ensures director nominees complement the Corporation’s strategic vision and direction, a fundamental priority for the Board of Directors. The Nominating Committee follows the same process for evaluating shareholder-recommended nominees for director. The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is essential that members of the Board of Directors represent diverse viewpoints and experience. In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate’s credentials in the context of these standards. The tables below provide certain self-identified diversity information regarding our Board of Directors as of February 1, 2024 and February 1, 2023.
Board Diversity Matrix (As of February 1, 2024)
Board Diversity Matrix (As of February 1, 2024)
Board Diversity Matrix (As of February 1, 2024)
| Total Number of Directors | | | 10 | | | | | Female | Male | | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | | Directors | 2 | 8 | | — | — | | Part II: Demographic Background | | | | | | | African American or Black | — | — | | — | — | | Alaskan Native or Native American | — | — | | — | — | | Asian | — | — | | — | — | | Hispanic or Latinx | — | — | | — | — | | Native Hawaiian or Pacific Islander | — | — | | — | — | | White | 2 | 8 | | — | — | | Two or More Races or Ethnicities | — | — | | — | — | | LGBTQ+ | | | — | | | | Did Not Disclose Demographic Background | | | — | | |
Board Diversity Matrix (As of February 1, 2023)
Board Diversity Matrix (As of February 1, 2023)
Board Diversity Matrix (As of February 1, 2023)
| Total Number of Directors | | | 11 | | | | | Female | Male | | Non- Binary | Did Not Disclose Gender | | Part I: Gender Identity | | | | | | | Directors | 2 | 8 | | — | — | | Part II: Demographic Background | | | | | | | African American or Black | — | — | | — | — | | Alaskan Native or Native American | — | — | | — | — | | Asian | — | — | | — | — | | Hispanic or Latinx | — | — | | — | — | | Native Hawaiian or Pacific Islander | — | — | | — | — | | White | 2 | 8 | | — | — | | Two or More Races or Ethnicities | — | — | | — | — | | LGBTQ+ | | | — | | | | Did Not Disclose Demographic Background | | | 1 | | |
Director Nominees
Director Nominees The Board of Directors nominated incumbent directors Donna M. Newell, D. Arthur Seibel, Jr. and Alan J. Stock to serve as Class 2 Directors and director nominee Alexandra Chiaruttini to serve as Class 1 Director until the expiration of the term of the class or until their earlier death, resignation or removal from office. During 2023, the Nominating Committee retained an independent third-party search firm to assist it to identify and evaluate qualified board candidates with needed experience and skills coupled with the highest standards of personal and professional integrity. Over the course of the year, the Nominating Committee interviewed several candidates submitted by the third-party search firm. Upon the recommendations of the search firm and the Nominating Committee, our Board nominated Ms. Chiaruttini as a Class 1 director to be elected at the 2024 Annual Meeting. In evaluating Ms. Chiaruttini’s candidacy, the Board considered her extensive experience and leadership roles in regulatory compliance, risk management, public company governance, and legal matters. The proxyholders intend to vote all proxies for the election of each of the nominees named below, unless you indicate that your vote should be withheld from any or all of them. The Board of Directors proposes the following nominees for election as Class 2 Directors at the annual meeting:
Class 2 Director Nominees
Class 2 Director Nominees Donna M. Newell D. Arthur Seibel, Jr. Alan J. Stock The Board of Directors proposes the following nominee for election as a Class 1 Director at the annual meeting:
Class 1 Director Nominee
Class 1 Director Nominee Alexandra Chiaruttini The Board of Directors recommends that shareholders vote FOR the proposal to elect the nominees listed above.
Information as to Nominees and Directors
Information as to Nominees and Directors Set forth below, as of March 14, 2024, are the principal occupations and certain other information regarding nominees for director and continuing directors including the experience, qualifications, attributes or skills that contribute to the nominee’s or director’s ability to oversee the management of the Corporation. Unless otherwise specified, all business experience is for the past five (5) years in the same or similar position. You will find information about their share ownership on pages 12 through 15.
Information as to Nominees and Directors
| Class 2 Directors (to serve until 2027 if duly elected and qualified) | | | Donna M. Newell | Ms. Newell, age 53, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2012. She is President & Chief Executive Officer of NTM Engineering, Inc., a firm located in Dillsburg, Pennsylvania, that specializes in water resources and structural engineering as well as engineering course development and instruction. Ms. Newell brings her engineering, technology and business expertise to the Board. | | D. Arthur Seibel, Jr. | Mr. Seibel, age 65, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since July 2017. He was a director of New Windsor Bancorp, Inc. and New Windsor State Bank from 2003 until 2017, and served as chairman of these boards from 2014 until 2017. Most recently, Mr. Seibel retired as Chief Operating Officer for Springdale Preparatory School in New Windsor, Maryland, in February 2020. From 2011 until 2014, he was Managing Director of CIC Switzerland, Ltd., the international sales operation of Cristal Inorganic Chemicals (CIC), located in Zug, Switzerland. He previously served as Chief Financial Officer of CIC, a manufacturing company with operations then in five countries and revenues of $2.0 billion, from 2007 to 2011, and began his career as a certified public accountant. Mr. Seibel’s long experience in accounting, auditing, internal controls, and strategic planning, as well as knowledge of public companies and the community banking industry, support his membership on the Corporation’s and ACNB Bank’s Boards of Directors. | | Alan J. Stock | Mr. Stock, age 66, Chairman of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2005. He served as Vice Chairman of both Boards of Directors from 2013 until February 15, 2020, when he became Chairman of the Board of the Corporation and ACNB Bank. Mr. Stock has also been a member of the Board of Directors of ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc., since February 25, 2020. He retired in November 2017 as Owner and President of Eicholtz Company, an office equipment and furniture dealership located in New Oxford, Pennsylvania. Mr. Stock brings to the Board entrepreneurial experience spanning more than 40 years and strong financial and business acumen, as well as extensive knowledge of the Corporation’s market areas. | | Class 1 Director Nominee (to serve until 2025 if duly elected and qualified) | | | Alexandra Chiaruttini | Ms. Chiaruttini, age 53, is a nominee for Class 1 Director. Since 2020, she has served as the Chief Administrative Officer and General Counsel for The York Water Company, a water and wastewater public utility company, headquartered in York, Pennsylvania. Prior to joining The York Water Company, Ms. Chiaruttini served as the Chief Counsel at the Pennsylvania Department of Environmental Protection and acted as the commonwealth’s chief environmental enforcement officer. Ms. Chiaruttini’s extensive experience and leadership roles in regulatory compliance, risk management, public company governance, and legal matters support her candidacy to serve on the Corporation’s and ACNB Bank’s Boards of Directors. |
Information as to Nominees and Directors
| Class 1 Directors (to serve until 2025) | | | Todd L. Herring | Mr. Herring, age 62, Vice Chairman of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since July 2017. He has served as Vice Chairman of both Boards of Directors since May 26, 2020. Mr. Herring was a director of New Windsor Bancorp, Inc. and New Windsor State Bank from 2013 until 2017. Mr. Herring is a physical therapist and, since 2015, the Market Director for for Pivot—Athletico Physical Therapy, a provider of physical therapy, occupational health, performance training, and sports medicine services based in Towson, Maryland, with over 900 clinics in 24 states. He was Owner and President of Central Maryland Rehabilitation Services, Inc. (CMRS) from its inception in 2006 until its acquisition by Pivot Physical Therapy, now now Pivot—Athletico Physical Therapy, in 2015. CMRS had more than 120 employees and provided hospital, home health, assisted living facility based, and outpatient clinic rehabilitation services in Maryland. Since 1985, Mr. Herring also owns and manages numerous residential and commercial real estate partnerships. His professional and personal contacts in Carroll County, Maryland, and surrounding markets, experience in the operations and management of small businesses, knowledge of the Carroll County market, and prior board experience support his service on the Corporation’s and ACNB Bank’s Boards of Directors. | | James J. Lott | Mr. Lott, age 61, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2007. He is President of Bonnie Brae Fruit Farms, Inc. located in Gardners, Pennsylvania. Mr. Lott offers extensive experience in agribusiness, a leading economic driver in the Corporation’s markets, and his business insight is leveraged to provide guidance in understanding this important segment of the local economy. | | Class 3 Directors (to serve until 2026) | | | Kimberly S. Chaney | Ms. Chaney, age 62, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since January 2020 and serves as an audit committee financial expert. She was a director of Frederick County Bancorp, Inc. and Frederick County Bank from 2013 until 2020, and served as chairman of these boards until 2020. Ms. Chaney has been a certified public accountant for over 30 years and is Owner of Kimberly S. Chaney, CPA LLC, an accounting practice specializing in financial services and consulting for small businesses located in Frederick, Maryland. She has formerly held senior management positions in several Frederick County companies in the construction, real estate and retail industries. Ms. Chaney’s long experience in accounting, auditing, internal controls, and strategic planning, prior board experience, and knowledge of the Frederick County market support her membership on the Board. | | Frank Elsner, III | Mr. Elsner, age 63, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2002. From 2013 until February 15, 2020, he served as Chairman of the Board of the Corporation and ACNB Bank. Mr. Elsner also served as Vice Chairman of both Boards of Directors from 2007 until 2013. He has been a member of the Board of Directors of ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc., since 2012 and has served as Vice Chairman of the Board since 2013. Mr. Elsner is Owner & Managing Director of ODT Global, LLC, a system integrator, distributor, and manufacturers’ sales representative firm specializing in product and material handling, labeling and packaging equipment solutions based in Hanover, Pennsylvania. He retired in 2012 as President, Chief Executive |
Information as to Nominees and Directors
| | Officer & Treasurer of Elsner Engineering Works, Inc., an engineering and manufacturing company located in Hanover, Pennsylvania. Mr. Elsner has extensive management experience with a company that operates internationally, as well as strong skills in cross cultural communications, financial management, sales and marketing, and strategic planning. | | James P. Helt | Mr. Helt, age 57, is President & Chief Executive Officer of the Corporation and ACNB Bank. He has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2017 and 2015, respectively. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc., since 2016 and has served as Chairman of the Board since 2021. From 2008 until September 1, 2015, Mr. Helt served as Executive Vice President/Banking Services of ACNB Bank. Mr. Helt was named President of ACNB Bank effective September 1, 2015. As part of the Corporation’s and ACNB Bank’s long-term succession planning, he was appointed President & Chief Executive Officer of the Corporation and Chief Executive Officer of ACNB Bank effective May 5, 2017. Mr. Helt’s more than 30 years of experience in the financial services industry, including his time with the Corporation and ACNB Bank, provides him with unique insights into the Corporation’s challenges, strategic goals, and operations. | | Scott L. Kelley, Esquire | Mr. Kelley, age 72, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2012. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc., since January 1, 2017. Mr. Kelley is currently Counsel with Barley Snyder LLP, and was Partner from 2017 until 2023.. Previously, he was an attorney and President of the law firm of Stonesifer and Kelley, P.C. of Hanover, Pennsylvania, until it merged with Barley Snyder LLP in 2017. He served as the Executive Director of Community Banks Insurance Services from 2007 to 2009. The Board benefits from Mr. Kelley’s more than 40 years of experience practicing law in the areas of business and commercial law; real estate law; agricultural law; oil, gas and mineral law; and, estate planning and administration, as well as from his experience in the insurance industry. | | Daniel W. Potts | Mr. Potts, age 71, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2004 and serves as an audit committee financial expert. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc., formerly Russell Insurance Group, Inc., since 2005. Mr. Potts has more than 40 years of global business experience, including 15 years with major accounting firms and senior executive positions in the financial services industry. Mr. Potts recently retired from Deloitte Consulting, a global services firm specializing in strategy and operations, technology, and workforce optimization. Mr. Potts’ financial and business skills and extensive experience with financial accounting matters provide invaluable insight and guidance to the Board’s oversight function. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Compensation of the Board of Directors of ACNB Corporation and Subsidiaries
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1) | Total ($) | | Kimberly S. Chaney | $61,411(2) | — | — | $396 | $61,807 | | Frank Elsner, III | $59,660(3) | — | — | $594 | $60,254 | | Todd L. Herring | $62,231 | — | — | $396 | $62,627 | | Scott L. Kelley | $62,703(4) | — | — | $1,860 | $64,563 | | James J. Lott | $56,326 | — | — | $370 | $56,696 | | Donna M. Newell | $48,680 | — | — | $377 | $49,057 | | Daniel W. Potts | $49,169(5) | — | — | $1,695 | $50,864 | | D. Arthur Seibel, Jr. | $55,736 | — | — | $529 | $56,265 | | David L. Sites(6) | $1,917 | — | — | $782 | $2,699 | | Alan J. Stock | $103,162(7) | — | — | $855 | $104,017 |
Determination of Executive Compensation
The Role of a Consultant in Setting Compensation The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser. The Compensation Committee is directly responsible for retaining, determining the independence, determining if a conflict of interest exists, compensating, and overseeing the work of its advisers. The Compensation Committee engaged the services of Blanchard Consulting Group for projects related to the review of both director and executive compensation, including the incentive plan, the results of which were implemented in 2022. The Compensation Committee did not formally engage Blanchard Consulting Group for services in 2023; however, ACNB Bank management consulted Blanchard Consulting Group on an as needed basis in 2023 with respect to general employee compensation matters. The Compensation Committee also reviewed and considered educational materials from various webinars and conferences, as well as other resources, as further explained in Benchmarking below. Benchmarking For 2022, the Compensation Committee reviewed the information provided by Blanchard Consulting Group which included benchmarking data gathered from external salary surveys and was focused on an agreed upon peer group. In 2023, he Compensation Committee reviewed In 2023, additional external salary survey data and information it received from various webinars, conferences and publications. This information provides general compensation trends and is not used to specifically benchmark any specific element of executive compensation to any specific financial institution or group of financial institutions, but is only used as an educational source as to the current trends in compensation.
Summary Compensation Table
Summary Compensation Table The following table summarizes the total compensation for 2023 and 2022 for James P. Helt, the Corporation’s President & Chief Executive Officer; Douglas A. Seibel, the Bank’s Executive Vice President/ Chief Revenue and Lending Officer; and, Laurie A. Laub, the Bank’s Executive Vice President/Chief Credit & Operations Officer. These individuals are referred to as the Named Executive Officers.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2) | All Other Compensation ($) | Total ($) | | James P. Helt President & Chief Executive Officer of the Corporation(3) | 2023 | $541,154 | $341,250 | $288,750 | $256,795 | $140,744(4) | $1,568,693 | | | 2022 | $509,769 | $114,250 | $95,500 | $177,458(5) | $73,697(6) | $970,674 | | Douglas A. Seibel Executive Vice President/Chief Revenue & Lending Officer of the Bank | 2023 | $296,692 | $130,500 | $116,000 | $75,221 | $215,397(7) | $833,810 | | | 2022 | $283,689 | $67,200 | $50,550 | $2,965(8) | $201,493(9) | $605,897 | | Laurie A. Laub Executive Vice President/Chief Credit & Operations Officer of the Bank | 2023 | $309,231 | $131,250 | $120,000 | $169,166 | $91,548(10) | $821,195 |
Summary Compensation Table
The amount shown was deposited for a cash purchase of Corporation stock through the Corporation’s Dividend Reinvestment and Stock Purchase Plan and was issued as restricted stock grants pursuant to the ACNB Bank Variable Compensation Plan under the Corporation’s 2018 Omnibus Stock Incentive Plan. The amounts shown represent the aggregate actuarial increase in the present value of the Named Executive Officer’s benefits under the pension plan and retirement income agreements. (3) Also serves as President & Chief Executive Officer of ACNB Bank and Chairman of the Board of ACNB Insurance Services, Inc. (4) Includes 401(k) plan employer matching contribution of $13,200; deferred compensation accruals under his SERP of $122,539; imputed income of $1,154 related to supplemental life insurance; and, personal use of company car of $3,851. (5) Mr. Helt has accrued benefits under our defined benefit pension plan. The year-over-year change in actuarial present value of his accrued benefits was negative $90,722 for 2022. Since this amount is negative, it is not included in the table pursuant to applicable SEC rules and regulations. (6) Includes 401(k) plan employer matching contribution of $12,200; deferred compensation accruals under his SERP of $69,646; imputed income of $1,037 related to supplemental life insurance; and, personal use of company car of $3,014. (7) Includes 401(k) plan employer matching contribution of $13,200; deferred compensation accruals under his SERP of $101,145; deferred compensation contributions to his SERP of $100,000; and, imputed income of $1,052 related to supplemental life insurance. (8) Mr. Seibel has accrued benefits under our defined benefit pension plan. The year-over-year change in actuarial present value of his accrued benefits was negative $56,687 for 2022. Since this amount is negative it is not included in the table pursuant to applicable SEC rules and regulations. (9) Includes 401(k) plan employer matching contribution of $12,200; deferred compensation accruals under his SERP of $100,493; deferred compensation contributions to his SERP of $100,000; and, imputed income of $951 related to supplemental life insurance. (10) Includes 401(k) plan employer matching contribution of $13,200; deferred compensation accruals under her SERP of $77,637; and, imputed income of $711 related to supplemental life insurance.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| Named Executive Officer | Number of Shares that Have Not Vested (#) | Market Value of Shares that Have Not Vested ($)(1) | | James P. Helt | 7,003.953627(2) | $314,688 | | Laurie A. Laub | 3,056.444507(3) | $137,326 | | Douglas A. Seibel | 2,937.764000(4) | $131,994 |
Outstanding Equity Awards at Fiscal Year-End
(1) Value represents the number of shares that have not vested multiplied by $44.93, the average of the closing bid and ask prices for ACNB Corporation common stock on December 29, 2023. (2) 3,988.130346 shares vest January 1, 2024, and 3,015.823281 shares vest January 1, 2025. (3) 1,803.115351 shares vest January 1, 2024, and 1,253.329156 shares vest January 1, 2025. (4) 1,726.212483 shares vest January 1, 2024, and 1,211.551517 shares vest January 1, 2025.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As Named Executive Officers, Messrs. Helt and Seibel and Ms. Laub have entered into employment agreements with the Corporation and ACNB Bank, which govern any payments upon termination or change in control. If on December 31, 2023, Messrs. Helt or Seibel or Ms. Laub terminated employment for “Good Reason”, each would have received thirty-six (36) monthly payments in an amount equal to 2.99 times his or her respective agreed compensation plus benefits for two (2) years. If Messrs. Helt or Seibel or Ms. Laub terminates employment after a “Change in Control”, as defined in the respective employment agreements, then he or she will be entitled to a lump sum of 2.99 times his or her respective agreed compensation plus benefits for two (2) years following termination. If the Corporation terminates the Named Executive Officer’s employment without “Cause”, then the respective Named Executive Officer will receive thirty-six (36) monthly payments in an amount equal to 2.99 times his or her respective agreed compensation plus benefits for two (2) years. Payments pursuant to a “Change in Control” or termination without “Cause” or for “Good Reason” will be grossed-up for Messrs. Helt and Seibel and Ms. Laub to accommodate for any excise tax imposed on the payments. All employment agreements contain noncompetition, nonsolicitation and confidentiality provisions. If the Corporation terminates the Named Executive Officer’s employment without “Cause” or if the Named Executive Officer terminates employment with “Good Reason” or after a “Change in Control” or if the Named Executive Officer terminates employment voluntarily without “Good Reason”, then the noncompetition and nonsolicitation provisions continue for two (2) years after the termination of employment. If the Named Executive Officer’s employment is terminated by the Corporation for “Cause”, then the noncompetition and nonsolicitation provisions continue for one (1) year after termination of employment. Upon a “Change in Control” followed by a separation of service, the Named Executive Officers will become vested in the retirement benefits under the supplemental executive retirement plan agreement. If the Named Executive Officer is terminated for reasons other than the commission of a felony involving Bank property prior to retirement, then he or she will be entitled to an early termination benefit in an amount determined based upon the year in which such termination occurs. The supplemental executive retirement plan agreement contains a noncompetition provision which restricts the Named Executive Officer’s ability to compete and solicit customers. Upon any termination of employment, the respective Named Executive Officer will be entitled to receive normal retirement benefits equal to an amount determined by an actuarial formula as described in the defined benefit plan. James P. Helt The following table shows the potential payments upon termination or change in control of the Corporation for James P. Helt. The chart assumes the triggering events took place on December 31, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Executive Benefits and Payments Upon Separation | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not For Cause Termination | For Cause Termination | Voluntary for Good Reason Termination | Change in Control | Disability | Death | | Supplemental Executive Retirement Plan(1) | $52,547 | $52,547 | $400,000 | $52,547 | $0 | $52,547 | $400,000 | $0 | $400,000 | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $1,092,000 | | Severance Under Employment Agreement(2) | $0 | $0 | $0 | $67,357(3) | $0 | $67,357(3) | $2,424,847(4) | $50,687(5) | $0 | | Accrued Leave | $94,500 | $94,500 | $94,500 | $94,500 | $0 | $94,500 | $94,500 | $94,500 | $94,500 | | Health and Welfare Benefits | $0 | $0 | $1,958 | $50,146 | $0 | $50,146 | $50,146 | $75,219 | $0 | | Restricted Stock Vesting | $0 | $0 | $314,688(6) | $0 | $0 | $0 | $314,688 | $314,688 | $314,688 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) Annual amount paid in twelve (12) equal monthly installments for the greater of 180 months or for life. (2) Amounts will be grossed-up to account for any excise taxes and does not include the costs of benefits. (3) For thirty-six (36) months. (6) Beginning with the 2023 Restricted Stock award, upon a qualified retirement, shares are not forfeited, nor is vesting accelerated, and vesting continues pursuant to the award’s vesting schedule. Laurie A. Laub The following table shows the potential payments upon termination or change in control of the Corporation for Laurie A. Laub. The chart assumes the triggering events took place on December 31, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Executive Benefits and Payments Upon Separation | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not For Cause Termination | For Cause Termination | Voluntary for Good Reason Termination | Change in Control | Disability | Death | | Supplemental Executive Retirement Plan(1) | $30,175 | $30,175 | $150,000 | $30,175 | $0 | $30,175 | $150,000 | $0 | $150,000 | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $640,000 | | Severance Under Employment Agreement(2) | $0 | $0 | $0 | $46,738(3) | $0 | $46,738(3) | $1,682,566(4) | $35,171(5) | $0 | | Accrued Leave | $54,000 | $54,000 | $54,000 | $54,000 | $0 | $54,000 | $54,000 | $54,000 | $54,000 | | Health and Welfare Benefits | $0 | $0 | $2,740 | $46,465 | $0 | $46,465 | $46,465 | $69,698 | $0 | | Restricted Stock Vesting | $0 | $0 | $137,326(6) | $0 | $0 | $0 | $137,326 | $137,326 | $137,326 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
(1) Annual amount paid in twelve (12) equal monthly installments for the greater of 180 months or for life. (2) Amounts will be grossed-up to account for any excise taxes and does not include the costs of benefits. (3) For thirty-six (36) months. (4) Payable in a lump sum. (5) Monthly amount. (6) Beginning with the 2023 Restricted Stock award, upon a qualified retirement, shares are not forfeited, nor is vesting accelerated, and vesting continues pursuant to the award’s vesting schedule. Douglas A. Seibel The following table shows the potential payments upon termination or change in control of the Corporation for Douglas A. Seibel. The chart assumes the triggering events took place on December 31, 2023.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
| Executive Benefits and Payments Upon Separation | Voluntary Termination | Early Retirement | Normal Retirement | Involuntary Not For Cause Termination | For Cause Termination | Voluntary for Good Reason Termination | Change in Control | Disability | Death | | Supplemental Executive Retirement Plan | $422,574(1) | $422,574(1) | $422,574(1) | $422,574(1) | $0 | $422,574(1) | $422,574(2) | $0 | $422,574(1) | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $597,400 | | Severance Under Employment Agreement(3) | $0 | $0 | $0 | $36,030(4) | $0 | $36,030(4) | $1,297,087(5) | $27,113(6) | $0 | | Accrued Leave | $51,698 | $51,698 | $51,698 | $51,698 | $0 | $51,698 | $51,698 | $51,698 | $51,698 | | Health and Welfare Benefits | $0 | $0 | $2,390 | $45,764 | $0 | $45,764 | $45,764 | $68,647 | $0 | | Restricted Stock Vesting | $0 | $0 | $131,994(7) | $0 | $0 | $0 | $131,994 | $131,994 | $131,994 |
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Total amount to be paid monthly for thirty-six (36) months. Total amount to be paid in a lump sum. (3) Amounts will be grossed-up to account for any excise taxes and does not include the costs of benefits. (4) For thirty-six (36) months. (5) Payable in a lump sum. (6) Monthly amount. (7) Beginning with the 2023 Restricted Stock award, upon a qualified retirement, shares are not forfeited, nor is vesting accelerated, and vesting continues pursuant to the award’s vesting schedule.
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
PAY VERSUS PERFORMANCE TABLE
| Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | Value of Initial Fixed $100 Investment Based On Total Shareholder Return ($) | Net Income ($ in thousands) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | 2023 | $1,568,693 | $1,671,266 | $827,502 | $853,513 | $116.25 | $31,688 | | 2022 | $970,674 | $1,015,267 | $582,935 | $624,482 | $131.14 | $35,752 | | 2021 | $695,578 | $730,481 | $419,314 | $430,769 | $129.70 | $27,834 |
PAY VERSUS PERFORMANCE TABLE
Column (b). Reflects compensation amounts reported in the “Summary Compensation Table” for the Corporation’s Principal Executive Officer (PEO), President and Chief Executive Officer, James P. Helt, for the respective years shown. Column (c). Compensation actually paid to the PEO as calculated in each year reflects the respective amounts set forth in column (b) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
PAY VERSUS PERFORMANCE TABLE
| | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,568,693 | $970,674 | $695,578 | | Adjustments: | | | | | Less: aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | $51,547 | $— | $18,448 | | Plus: service cost for pension plans | $20,906 | $28,745 | $29,565 | | Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table | $288,750 | $95,500 | $— | | Plus: fair value of awards granted during the year that remain unvested as of year end | $314,688 | $77,454 | $19,366 | | Plus: fair value of awards granted during the year that vest during the year | $96,250 | $31,833 | $— | | Change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $4,959 | $— | $3,795 | | Change in fair value from prior year-end to vesting date of awards granted prior to year that vested during the year | $4,959 | $— | $— | | Plus: dividends or other earnings paid during year prior to vesting date of award | $1,108 | $2,061 | $625 | | Compensation Actually Paid | $1,671,266 | $1,015,267 | $730,481 |
PAY VERSUS PERFORMANCE TABLE
Column (d). Reflects the average of the compensation amounts reported in the “Summary Compensation Table” for the Corporation’s other Named Executive Officers (“Other NEOs”). The Other NEOs included in the average figures for 2023 are Mr. Seibel and Ms. Laub, for 2022 are Mr. Seibel and Lynda L. Glass, and for 2021 are Ms. Glass and David W. Cathell. Column (e). Average compensation actually paid to the Other NEOs as calculated in each year reflects the respective amounts set forth in column (d) of the table above, adjusted as set forth in the table below, as determined in accordance with SEC rules.
PAY VERSUS PERFORMANCE TABLE
| | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $827,502 | $582,935 | $419,314 | | Adjustments: | | | | | Less: aggregate change in the actuarial present value of the accumulated benefit under all defined benefit and actuarial pension plans reported in the Summary Compensation Table | $60,539 | $— | $21,936 | | Plus: service cost for pension plans | $24,521 | $33,644 | $18,765 | | Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table | $118,000 | $47,625 | $— | | Plus: fair value of awards granted during the year that remain unvested as of year end | $134,660 | $38,626 | $11,908 | | Plus: fair value of awards granted during the year that vest during the year | $39,333 | $15,875 | $— | | Change in fair value from prior year-end to current year-end of awards granted prior to year that were outstanding and unvested as of year-end | $2,714 | $— | $2,334 | | Change in fair value from prior year-end to vesting date of awards granted prior to year that vested during the year | $2,714 | $— | $— | | Plus: dividends or other earnings paid during year prior to vesting date of award | $607 | $1,028 | $385 | | Compensation Actually Paid | $853,513 | $624,482 | $430,769 |
PAY VERSUS PERFORMANCE TABLE
Column (f). Total shareholder return shows the value at year-end assuming the investment of $100 on the last day of the previous calendar year and the reinvestment of dividends during the year. Column (g). Reflects “Net Income” reported in the company’s Consolidated Statements of Income for each year.
Relationship Between Compensation Actually Paid and Performance Measures
Relationship Between Compensation Actually Paid and Performance Measures Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Cumulative Total Shareholder Return (TSR). From 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 39% and 45%, respectively, compared to a 70% increase in our TSR over the same time period. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 65% and 37%, respectively, compared to a 11.5% decrease in our TSR over the same time period. Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Company’s Net Income. From 2021 to 2022, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 39% and 45%, respectively, compared to a 28% increase in our Net Income over the same time period. From 2022 to 2023, the compensation actually paid to our PEO and the average of the compensation actually paid to the Other NEOs increased by 65% and 37%, respectively, compared to a 11.4% decrease in our Net Income over the same time period.
Transactions with Directors and Executive Officers
Transactions with Directors and Executive Officers Some of ACNB Corporation’s directors, executive officers, and their immediate family members and the companies with which they are associated were customers of and had banking transactions with ACNB Corporation’s subsidiary bank during 2023. All loans and loan commitments made to them and to their companies were made in the ordinary course of ACNB Bank business, on substantially the same terms, including interest rates, collateral and repayment terms, as those prevailing at the time for comparable transactions with other customers of the Bank, and did not involve more than a normal risk of collectability or present other unfavorable features. ACNB Corporation’s subsidiary bank anticipates that similar transactions will be entered into in the future. The Corporation does not regularly engage in business transactions with directors and executive officers outside of its business of banking. Generally, any other significant transactions with directors or executive officers are reviewed and approved by the Board of Directors on a case-by-case basis as the need arises.