DEF 14A of Acnb Corp, Mar 30, 2026

DEF 14A of Acnb Corp

Filed Mar 30, 2026 · FY20250001104659-26-036515

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS

  2. 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.

  3. Qualification and Nomination of Directors

    Qualification and Nomination of Directors The Corporation’s Amended and Restated 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 Amended and Restated 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 fourteen (14): Class 1 consists of four (4) directors, Class 2 consists of four (4) directors, and Class 3 consists of six (6) 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.

  4. Director Nominees

    Director Nominees The Board of Directors nominated incumbent directors Kimberly S. Chaney, Frank Elsner, III, James P. Helt, and John M. Polli to serve as Class 3 Directors until the expiration of the term of the class or until their earlier death, resignation or removal from office. 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 3 Directors at the annual meeting:

  5. Class 3 Director Nominees

    Class 3 Director Nominees Kimberly S. Chaney Frank Elsner, III James P. Helt John M. Polli The Board of Directors recommends that shareholders vote FOR the proposal to elect the nominees listed above.

  6. Information as to Nominees and Directors

    Information as to Nominees and Directors Set forth below, as of March 9, 2026, 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 14 through 16.

  7. Information as to Nominees and Directors

    | Class 3 Directors (to serve until 2029 if duly elected and qualified) | | | Kimberly S. Chaney | Ms. Chaney, age 64, 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 has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since May 2023. She was a director of Frederick County Bancorp, Inc. and Frederick County Bank from 2013 until 2020, and served as chair of these boards until 2020. Ms. Chaney has been a certified public accountant for over 30 years and retired in 2024 from her accounting practice Kimberly S. Chaney, CPA LLC, which specialized 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 significant 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 65, 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 Chair of the Board of the Corporation and ACNB Bank. Mr. Elsner also served as Vice Chair of both Boards of Directors from 2007 until 2013. He has been a member of the Board of Directors of ACNB Insurance Services, Inc., since 2012 and has served as Vice Chair of its 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 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 59, 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. since 2016 and has served as Chair of its 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 35 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. |

  8. Information as to Nominees and Directors

    | John M. Polli | Mr. Polli, age 61, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025 and serves as an audit committee financial expert. He was a founding member of the boards of directors of Traditions Bank and Traditions Bancorp, Inc. since 2002. Mr. Polli is the CEO of Reliance Student Transportation, LLC, based in York, Pennsylvania. Mr. Polli has nearly 40 years of diverse business expertise, from serving as a public accountant, to owning, managing, and advising businesses in the transportation, real estate, and insurance industries. Mr. Polli’s strong financial and business acumen, extensive prior board service, and ties to the local community support his membership on the Corporation’s and ACNB Bank’s Boards of Directors. | | Class 2 Directors (to serve until 2027) | | | Elizabeth F. Carson | Ms. Carson, age 69, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025. Ms. Carson was the Lead Independent Director of Traditions Bancorp, Inc. and Traditions Bank since 2015. Ms. Carson’s career spanned over 30 years in a variety of leadership roles with community and regional banks, including Farmer’s Bank, Dauphin Deposit, Allfirst Bank, and M&T Bank. The scope of Ms. Carson’s responsibilities during that time encompassed a variety of management and leadership roles, ranging from managing human resources functions, to serving as regional leader for a broad network of branches and direct reports across multiple counties in Pennsylvania and Maryland. She retired in 2011 as a Senior Vice President, Retail Banking with M&T Bank. In addition to her extensive banking career, Ms. Carson has served as a board member for a variety of non-profit and community organizations. Ms. Carson’s diverse banking career, strong business development and senior leadership experience, and extensive prior board service, combine to enhance the perspective and strength of the Corporation’s and ACNB Bank’s Boards of Directors. | | Donna M. Newell | Ms. Newell, age 55, 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 67, 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 was Chief Operating Officer for Springdale Preparatory School in New Windsor, Maryland, until 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 broad 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. |

  9. Information as to Nominees and Directors

    | Alan J. Stock | Mr. Stock, age 68, Chair 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 Chair 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., 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 has served on a number of boards of community and non-profit organizations, and is currently a member of the board of directors of the Hanover Hospital Foundation. 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 Directors (to serve until 2028) | | | Alexandra C. Chiaruttini | Ms. Chiaruttini, age 55, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2024. 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, with a legal staff of over 100 engaged in litigation, enforcement, regulatory and policy matters. As Chief Counsel, Ms. Chiaruttini was lead legal advisor to the Commonwealth’s General Counsel on environmental issues, law and policy. Prior to serving as Chief Counsel, Ms. Chiaruttini spent over fifteen years in private sector law practice providing legal and transactional advice on environmental matters. Her extensive experience and leadership roles in regulatory compliance, risk management, public company operations, governance, and legal matters support her membership on the Corporation’s and ACNB Bank’s Boards of Directors. | | Eugene J. Draganosky | Mr. Draganosky, age 62, Second Vice Chair 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 February 2025. He was CEO and Chair of the Board of Traditions Bancorp, Inc. and Traditions Bank headquartered in York, PA, until their acquisition by the Corporation and ACNB Bank, respectively. Prior to assuming his role as CEO of Traditions Bank in 2017, Mr. Draganosky was named Chief Credit Officer in 2008 and became a Director and President in 2015. Before joining Traditions Bank, Mr. Draganosky held leadership positions at a number of other community and regional banks including CoreStates, First Union, Commerce, Waypoint, and Sovereign banks. Mr. Draganosky also has an extensive record of past and current service on many boards and committees in the community. The Corporation benefits greatly from Mr. Draganosky’s nearly 40 years of experience in banking, lending, and leadership, as well as his personal and professional connections in the York County market. | | Todd L. Herring | Mr. Herring, age 64, First Vice Chair 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 Chair 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 Pivot—Athletico Physical Therapy, a provider of physical therapy, occupational health, performance training, sports medicine and onsite work services, with |

  10. Information as to Nominees and Directors

    | | more than 900 clinics in over 24 states. He was Owner and President of Central Maryland Rehabilitation Services, Inc. (CMRS) from its inception in 2006 until its acquisition by 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 63, 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. |

  11. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION

  12. Compensation of the Board of Directors of ACNB Corporation and Subsidiaries

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(1) | Total ($) | | Elizabeth F. Carson(2) | $29,635 | $28,875 | — | $— | $58,510 | | Kimberly S. Chaney | $57,495(3) | $31,500 | — | $479 | $89,474 | | Alexandra Chiaruttini | $31,755 | $31,500 | — | $— | $63,255 | | Eugene J. Draganosky(2) | $50,285(3) | $28,875 | — | $— | $79,160 | | Frank Elsner, III | $51,112(4) | $31,500 | — | $755 | $83,367 | | Todd L. Herring | $37,895 | $45,000 | — | $479 | $83,374 | | Scott L. Kelley | $53,805(4) | $31,500 | — | $2,207 | $87,512 | | James J. Lott | $33,085 | $45,000 | — | $436 | $78,521 | | Donna M. Newell | $24,535 | $45,000 | — | $436 | $69,971 | | John M. Polli(2) | $16,460 | $41,250 | — | $— | $57,710 | | Daniel W. Potts | $39,805(4) | $31,500 | — | $2,020 | $73,325 | | D. Arthur Seibel, Jr. | $42,758 | $31,500 | — | $663 | $74,921 | | Alan J. Stock | $77,940(4) | $45,000 | — | $1,083 | $124,023 |

  13. 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 first engaged the services of Blanchard Consulting Group for projects related to the review of both director and executive compensation, including the Corporation’s incentive plans, the results of which were implemented in 2022. The Compensation Committee engaged Blanchard Consulting Group for additional services relating to review of executive and director compensation in 2024; In addition, ACNB Bank management consulted Blanchard Consulting Group on an as needed basis in 2025 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 2025, 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 2025, the Compensation Committee reviewed 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.

  14. Compensation Program

    | Component | Description | Purpose | | | continuation plans | | | Employment and Change in Control Agreements | Includes Employment Agreements and/or Change in Control Agreements | We provide NEOs with employment agreements and/or change in control agreements as a market expectation in talent management and to encourage executives to focus on generating shareholder value during any potential change in control | | Other Benefits | Consists of certain other customary and broad based provided to Corporation employees (e.g., retirement and health plan benefits) and limited, non-excessive perquisites | To provide other customary benefits offered to the Corporation’s employee base at large or commonly expected to be provided to senior executives |

  15. Compensation Program

    (1) See One-Time Adjustments below for explanation regarding the Corporation’s use of non-GAAP results. (2) The Strategic Initiatives final rating is set on a rating scale of 0-3, with 3 being the maximum rating, by the Board of Directors on recommendation by the Compensation Committee, in its discretion but based on management’s achievement of the initiatives and goals outlined in the Strategic Plan approved by the Board of Directors. One-Time Adjustments Under the terms of the Plan, the Compensation Committee has the authority to adjust financial performance metrics used to determine Plan awards for one-time positive or negative events outside of the Corporation’s normal operations which have a material effect on the Corporation’s results. Potential adjustments include but are not limited to tax-related matters, merger-related costs, gains or losses arising from security sales, changes in regulation, and other significant events. The Corporation’s GAAP net income and ROAE for the year ended December 31, 2024 were $31.85 million and 10.94%, respectively. These results were negatively affected by $2,044,918 in pre-tax discrete expenses incurred in 2024 connection with the strategic acquisition of Traditions Bancorp, Inc., which was announced on July 23, 2024, and closed on February 1, 2025. The Corporation believes that this acquisition provides increased scale, expands the Corporation’s product set and capabilities, and significant expands its footprint in attractive markets, all of which should drive long-term growth and profitability in future years, and therefore enhance long-term shareholder value. Given the transaction was of strategic importance to the Corporation, and the discrete merger costs were necessary to accomplish the same, the Compensation Committee determined that it was appropriate to add the after-tax amount of these discrete merger expenses, $1,582,358, to the net income and ROAE for purposes of calculating the 2024 performance awards. In addition, the Committee made certain one-time adjustments to the 2023 variable compensation plan awards paid in 2024 relating to an after-tax securities loss of $3,479,192, incurred as a result of the Corporation’s intentional decision to direct management to participate in a securities restructuring of the Corporation’s investment portfolio in December 2023. In doing so, the Compensation Committee communicated to management that its intention was to also exclude the estimated income from the securities repositioning from calendar year 2024 results under the Plan. The estimated additional income received in 2024 as a result of the 2023 investment portfolio restricting was $1,857,138, or $1,435,568 after taxes. Accordingly, the Compensation Committee determined that it was appropriate to reduce the 2024 net income and ROAE results by $1,435,568 for purposes of calculating the 2024 performance awards. These offsetting adjustments resulted in a net increase to 2024 net income for purposes of determining Plan performance awards of $146,790. As a result of these adjustments, adjusted Net Income and ROAE for purposes of calculating the performance awards were $31.99 million and 10.99%, respectively, for the year ended December 31, 2024. These adjusted figures are sometimes referred to in this proxy statement as Adjusted Net Income and Adjusted ROAE, respectively. 2025 Cash Awards paid under the Plan for 2024 Performance With respect to the variable cash awards payable to the Named Executive Officers in 2025 for 2024 performance, Mr. Helt’s maximum variable cash award was sixty-five (65%) of his 2024 salary, and the maximum variable cash award for all other NEOs was forty-five (45%) of his or her 2024 salary. For Mr. Helt, the factors and corresponding weight in determining the amount of the cash award were: Net Income, 63%; Loan Growth, 27%; and Individual/Departmental Goal, 10%. For all other NEOs, the factors and corresponding weight in determining the amount of the cash award were: Adjusted Net Income, 52.5%; Loan Growth, 22.5%; and Individual/Departmental Goals, 25%. 2025 Equity Awards paid under the Plan for 2024 Performance With respect to the variable equity awards payable to the Named Executive Officers in 2025 for 2024 performance, in the form of a restricted stock equity award under the ACNB Corporation 2018 Omnibus Stock Incentive Plan, Mr. Helt’s maximum variable equity award was sixty-five (65%) of his 2023 salary, and all other NEOs’ maximum variable equity award was forty-five (45%) of his or her 2024 salary. For all NEOs, the factors and corresponding weight in determining the amount of the equity award were: Adjusted ROAE, 50%; and Execution on Strategic Initiatives, 50%. The restricted shares awarded to the Named Executive Officers vest in one-third (1∕3) tranches, with the first third vesting immediately upon award in 2025, the next third vesting on January 1, 2025, and the last third vesting on January 1, 2026. The dollar value of the equity award is converted to shares of common stock based on the same price for reinvestment of shares in connection with the Corporation’s Dividend Reinvestment Plan for the first quarter of 2025. The Compensation Committee intends to consider restricted stock through the ACNB Corporation 2018 Omnibus Stock Incentive Plan or another successor plan in the future in conjunction with the ACNB Bank Variable Compensation Plan with the intended purpose to encourage stability and longevity in executive management. One-Time Cash Bonuses In connection with the completion of the Corporation’s acquisition of Traditions Bancorp, Inc. and its wholly-owned subsidiary, Traditions Bank as of February 1, 2025, a one-time discretionary cash bonus was paid in March 2025 to certain key employees, including the NEOs, in recognition of their significant additional efforts and responsibilities undertaken in connection with this strategic initiative. This discretionary award reflects the Board of Directors’ acknowledgment of the executives’ leadership and contributions to the successful completion of the transaction.

  16. Employment Agreements

    Employment Agreements We provide NEOs with employment agreements including change in control provisions as a market expectation in talent management and to encourage executives to focus on generating shareholder value during any potential change in control. For further explanation regarding the details of the employment agreements that apply to NEOs, see the Employment Agreements heading in the Executive Compensation section.

  17. Policies and Practices Related to the Timing of Option Awards

    Policies and Practices Related to the Timing of Option Awards While the Corporation does not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about the Corporation that has not been publicly disclosed. It has been the Corporation’s recent practice to grant most of its equity awards in the form of restricted stock.

  18. Summary Compensation Table

    Summary Compensation Table The following table summarizes the total compensation for 2025, 2024, and 2023 for the NEOs:

  19. 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) | 2025 | $593,569 | $390,933 | $319,193 | $329,371 | $192,846(4) | $1,825,912 | | | 2024 | $565,471 | $335,310 | $300,300 | $252,476 | $162,405(5) | $1,615,962 | | | 2023 | $541,154 | $341,250 | $288,750 | $256,795 | $140,744(6) | $1,568,693 | | Jason H. Weber Executive Vice President/Chief Financial Officer of the Corporation and the Bank | 2025 | $351,379 | $186,390 | $137,823 | $35,267 | $29,379(7) | $740,259 | | | 2024 | $337,685 | $144,325 | $131,040 | $30,460 | $26,755(8) | $670,264 | | Douglas A. Seibel Executive Vice President/Chief Revenue & Lending Officer of the Bank | 2025 | $319,731 | $159,115 | $125,409 | $49,145 | $216,576(9) | $869,976 | | | 2024 | $307,433 | $127,299 | $119,480 | $56,471 | $216,306(10) | $826,989 | | | 2023 | $296,692 | $130,500 | $116,000 | $75,221 | $215,397(11) | $833,810 | | Laurie A. Laub Executive Vice President/Chief Credit & Operations Officer of the Bank | 2025 | $334,603 | $174,473 | $131,243 | $214,514 | $126,813(12) | $981,646 | | | 2024 | $321,573 | $137,452 | $124,800 | $151,698 | $107,724(13) | $843,247 | | | 2023 | $309,231 | $131,250 | $120,000 | $169,166 | $91,548(14) | $821,195 | | Brett D. Fulk Executive Vice President/Chief Strategy Officer of ACNB Bank | 2025 | $330,692 | $162,295 | $129,709 | $86,043 | $61,808(15) | $770,547 | | | 2024 | $319,604 | $121,054 | $126,000 | $74,272 | $43,667(16) | $684,597 |

  20. Summary Compensation Table

    (1) 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. (2) 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 $14,000; deferred compensation accruals under his SERP of $177,371; and, imputed income of $1,475 related to supplemental life insurance. (5) Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under his SERP of $147,299; and, imputed income of $1,306 related to supplemental life insurance. 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. Includes 401(k) plan employer matching contribution of $14,000; deferred compensation accruals under his SERP of $14,841; and, imputed income of $538 related to supplemental life insurance. (8) Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under his SERP of $12,463; and, imputed income of $492 related to supplemental life insurance. (9) Includes 401(k) plan employer matching contribution of $14,000; deferred compensation accruals under his SERP of $101,147; deferred compensation contributions to SERP of $100,000; and, imputed income of $1,429 related to supplemental life insurance. (10) Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under his SERP of $101,299; deferred compensation contributions to SERP of $100,000; and, imputed income of $1,207 related to supplemental life insurance. (11) 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. (12) Includes 401(k) plan employer matching contribution of $14,000; deferred compensation accruals under her SERP of $111,887; and imputed income of $926 related to supplemental life insurance. (13) Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under her SERP of $93,124; and imputed income of $800 related to supplemental life insurance. (14) 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. (15) Includes 401(k) plan employer matching contribution of $9,253.44; deferred compensation accruals under his SERP of $52,401; and imputed income of $154 related to supplemental life insurance. (16) Includes deferred compensation accruals under his SERP of $43,667.

  21. 2025 Grants of Plan-Based Awards

    2025 Grants of Plan-Based Awards

  22. 2025 Grants of Plan-Based Awards

    | Name | Grant Date | Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards | | James P. Helt | March 14, 2025 | 7,733.3253 | $319,193 | | Jason H. Weber | March 14, 2025 | 3,339.1399 | $137,823 | | Douglas A. Seibel | March 14, 2025 | 3,038.3767 | $125,409 | | Laurie A. Laub | March 14, 2025 | 3,179.7214 | $131,243 | | Brett D. Fulk | March 14, 2025 | 3,142.5560 | $129,709 |

  23. 2025 Grants of Plan-Based Awards

    The following table is a summary of the outstanding equity awards at December 31, 2025.

  24. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End

  25. 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 | 7,992.85(2) | $386,015 | | Jason H. Weber | 3,464.18(3) | $167,303 | | Brett D. Fulk | 3,285.51(4) | $158,674 | | Laurie A. Laub | 3,298.95(5) | $159,323 | | Douglas A. Seibel | 3,154.45(6) | $152,345 |

  26. Outstanding Equity Awards at Fiscal Year-End

    (1) Value represents the number of shares that have not vested multiplied by $48.295, the average of the closing bid and ask prices for ACNB Corporation common stock on December 31, 2025. (2) 5,415.08 shares vested on January 1, 2026, and 2,577.78 shares vest January 1, 2027. (3) 2,351.14 shares vested on January 1, 2026, and 1,113.05 shares vest January 1, 2027. (4) 2,237.99 shares vested on January 1, 2026, and 1,047.52 shares vest January 1, 2027. (5) 2,239.05 shares vested on January 1, 2026, and 1,059.91 shares vest January 1, 2027. (6) 2,141.67 shares vested on January 1, 2026, and 1,012.79 shares vest January 1, 2027.

  27. Pension Benefits Table

    Pension Benefits Table

  28. Pension Benefits Table

    | Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) | Payments During Last Fiscal Year ($) | | James P. Helt | 17.70 | $385,812 | — | | Jason H. Weber(1) | N/A | N/A | N/A | | Laurie A. Laub | 21.00 | $441,468 | — | | Douglas A. Seibel | 17.70 | $475,317 | — | | Brett D. Fulk(1) | N/A | N/A | N/A |

  29. Pension Benefits Table

    (1) Messrs. Weber and Fulk were hired after March 31, 2012, and therefore, they are not eligible to participate in the Group Pension Plan.

  30. 2025 Nonqualified Deferred Compensation

    2025 Nonqualified Deferred Compensation

  31. 2025 Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last FY ($) | Aggregate Earnings in Last FY ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE ($) | | Brett D. Fulk | $109,038 | $52,112 | $— | $1,015,144 |

  32. CEO Pay Ratio

    CEO Pay Ratio As required by applicable SEC rules, we are providing the following information: We completed the following steps to identify the median employee and to determine the annual total compensation of our median employee and CEO: 1. We identified our employee population as of December 31, 2025, including all full-time, part-time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with our calendar year- end and allowed us to identify employees in a reasonably efficient manner. 2. To find the median employee (other than our CEO), we used medicare wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for 2025. In making this determination, we annualized compensation for employees who were employed on December 31, 2025 but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. 3. We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. 4. After identifying the median employee, we added together all of the elements of such employee’s compensation for 2025 in accordance with SEC requirements, resulting in annual total compensation of $79,304. 5. As reported in the Total column of our 2025 Summary Compensation Table, the annual total compensation for 2025 of James P. Helt, our President and CEO, was $1,825,912. Based on this information, the ratio for 2025 of the annual total compensation of our Chairman, President & Chief Executive Officer to the annual total compensation of our median employee is 23.02 to 1.

  33. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL As discussed above, the Named Executive Officers, have entered into certain agreements with the Corporation and/or ACNB Bank, which govern any payments upon termination or change in control. The agreements are described under the caption “Executive Compensation—Employment Agreements, Supplemental Life Insurance, Employment, Change in Control, and Supplemental Executive Retirement Plan Agreements” included in the Compensation Discussion and Analysis. 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. We calculated the potential post-employment payments due to each of the Named Executive Officers assuming each executive terminated employment or a change in control occurred on December 31, 2025. Actual amounts payable can only be determined at the time of such executive’s termination. James P. Helt The following table shows the potential payments upon termination or change in control of the Corporation for James P. Helt.

  34. 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) | $134,052 | $134,052 | $400,000 | $134,052 | $0 | $134,052 | $400,000 | $134,052(2) | $400,000 | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $1,202,554 |

  35. 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 | | Severance Under Employment Agreement(3) | $0 | $0 | $0 | $103,997(4) | $0 | $103,997(4) | $3,743,922(5) | $78,259(6) | $0 | | Accrued Leave | $104,067 | $104,067 | $104,067 | $104,067 | $0 | $104,067 | $104,067 | $104,067 | $104,067 | | Health and Welfare Benefits | $0 | $0 | $3,158 | $73,449 | $0 | $73,449 | $73,449 | $110,173 | $0 | | Restricted Stock Vesting | $0 | $0 | $386,015(7) | $0 | $0 | $0 | $386,015 | $386,015 | $386,015 |

  36. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    Annual amount paid in twelve (12) equal monthly installments for the greater of 180 months or for life. (2) Presumes separation of service before normal retirement date due to disability. (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) Upon a qualified retirement, shares are not forfeited, nor is vesting accelerated, and vesting continues pursuant to the award’s vesting schedule. Jason H. Weber The following table shows the potential payments upon termination or change in control of the Corporation for Jason H. Weber.

  37. 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) | $14,748 | $14,748 | $157,500 | $14,748 | $0 | $14,748 | $157,500 | $14,748(2) | $157,500 | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $710,112 | | Severance Under Employment Agreement(3) | $0 | $0 | $0 | $53,205(4) | $0 | $53,205(4) | $1,276,921(5) | $39,904(6) | $0 | | Accrued Leave | $17,753 | $17,753 | $17,753 | $17,753 | $0 | $17,753 | $17,753 | $17,753 | $17,753 | | Health and Welfare Benefits | $0 | $0 | $0 | $27,858 | $0 | $27,858 | $27,858 | $41,786 | $0 | | Restricted Stock Vesting | $0 | $0 | $167,303(7) | $0 | $0 | $0 | $167,303 | $167,303 | $167,303 |

  38. 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) Presumes separation of service before normal retirement date due to disability. (3) Amounts will be grossed-up to account for any excise taxes and does not include the costs of benefits. (4) For twenty-four (24) months. (5) Payable in a lump sum. (6) Monthly amount. 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.

  39. 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) | $60,177 | $60,177 | $150,000 | $60,177 | $0 | $60,177 | $150,000 | $60,177(2) | $150,000 | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $676,208 | | Severance Under Employment Agreement(3) | $0 | $0 | $0 | $50,471(4) | $0 | $50,471(4) | $1,816950(5) | $37,980(6) | $0 | | Accrued Leave | $58,518 | $58,518 | $58,518 | $58,518 | $0 | $58,518 | $58,518 | $58,518 | $58,518 | | Health and Welfare Benefits | $0 | $0 | $4,426 | $91,174 | $0 | $91,174 | $91,174 | $136,760 | $0 | | Restricted Stock Vesting | $0 | $0 | $159,323(7) | $0 | $0 | $0 | $159,323 | $159,323 | $159,323 |

  40. 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) Presumes separation of service before normal retirement date due to disability. (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) 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.

  41. 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 | $702,847(1) | $702,847(1) | $702,847(1) | $702,847(1) | $0 | $702,847(1) | $702,847(2) | $702,847(3) | $702,847(1) | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $646,152 | | Severance Under Employment Agreement(4) | $0 | $0 | $0 | $48,089(5) | $0 | $48,089(5) | $1,731,206(6) | $36,187(7) | $0 | | Accrued Leave | $55,917 | $55,917 | $55,917 | $55,917 | $0 | $55,917 | $55,917 | $55,917 | $55,917 | | Health and Welfare Benefits | $0 | $0 | $3,854 | $68,743 | $0 | $68,743 | $68,743 | $103,114 | $0 | | Restricted Stock Vesting | $0 | $0 | $152,345(8) | $0 | $0 | $0 | $152,345 | $152,345 | $152,345 |

  42. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Total amount to be paid monthly for thirty-six (36) months. (2) Total amount to be paid in a lump sum. (3) Presumes separation of service due to disability. (6) Payable in a lump sum. (7) Monthly amount. (8) Upon a qualified retirement, shares are not forfeited, nor is vesting accelerated, and vesting continues pursuant to the award’s vesting schedule. Brett D. Fulk The following table shows the potential payments upon termination or change in control of the Corporation for Brett D. Fulk.

  43. 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) | $30,172 | $30,172 | $157,000 | $30,172 | $0 | $30,172 | $157,000 | $30,172(2) | $157,000 | | Supplemental Executive Life Insurance | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $642,600 | | Severance Under Employment Agreement | $0 | $0 | $0 | $42,532(3) | $0 | $42,532(3) | $1,020,756(4) | $31,899(5) | $0 | | Accrued Leave | $2,892 | $2,892 | $2,892 | $2,892 | $0 | $2,892 | $2,892 | $2,892 | $2,892 | | Health and Welfare Benefits | $0 | $0 | $0 | $27,858 | $0 | $27,858 | $27,858 | $41,786 | $0 | | Restricted Stock Vesting | $0 | $0 | $158,674(6) | $0 | $0 | $0 | $158,674 | $158,674 | $158,674 |

  44. 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) Presumes separation of service before normal retirement date due to disability. (3) Paid monthly for remaining employment period (32 months). (4) Payable in a lump sum. (5) Monthly amount. Upon a qualified retirement, shares are not forfeited, nor is vesting accelerated, and vesting continues pursuant to the award’s vesting schedule.

  45. PAY VERSUS PERFORMANCE TABLE

    PAY VERSUS PERFORMANCE TABLE

  46. 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 $100 Investment Based On: ($) | | Net Income ($ in thousands) | Return on Average Equity | | (a) | (b) | (c) | (d) | (e) | Total Shareholder Return (f) | Peer group total shareholder return (g) | (h) | (i) | | 2025 | $1,825,912 | $1,853,325 | $840,607 | $855,193 | $224.80 | $152.71 | $37,051 | 9.44% | | 2024 | $1,615,962 | $1,633,120 | $756,274 | $760,757 | $180.27 | $143.39 | $31,846 | 10.94% | | 2023 | $1,568,693 | $1,671,266 | $827,502 | $853,513 | $196.62 | $126.67 | $31,688 | 12.23% | | 2022 | $970,674 | $1,015,267 | $582,935 | $624,482 | $169.79 | $127.17 | $35,752 | 14.35% | | 2021 | $695,578 | $730,481 | $419,314 | $430,769 | $129.52 | $136.64 | $27,834 | 10.52% |

  47. 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.

  48. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $1,825,912 | $1,615,962 | $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 | $57,830 | $15,995 | $51,547 | $— | $18,448 | | Plus: service cost for pension plans | $24,537 | $24,250 | $20,906 | $28,745 | $29,565 | | Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table | $319,193 | $300,300 | $288,750 | $95,500 | $— | | Plus: fair value of awards granted during the year that remain unvested as of year end | $248,987 | $225,026 | $314,688 | $77,454 | $19,366 | | Plus: fair value of awards granted during the year that vest during the year | $106,398 | $100,100 | $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 | $24,514 | $(15,924) | $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 | $— | $— |

  49. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Plus: dividends or other earnings paid during year prior to vesting date of award | $— | $— | $1,108 | $2,061 | $625 | | Compensation Actually Paid | $1,853,325 | $1,633,120 | $1,671,266 | $1,015,267 | $730,481 |

  50. 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 2025 and 2024 are Messrs. Weber, Seibel and Fulk and Ms. Laub, 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.

  51. PAY VERSUS PERFORMANCE TABLE

    | | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $840,607 | $756,274 | $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 | $24,404 | $14,723 | $60,539 | $— | $21,936 | | Plus: service cost for pension plans | $13,900 | $13,835 | $24,521 | $33,644 | $18,765 | | Less: amounts reported under the “Stock Awards” column in the Summary Compensation Table | $131,046 | $125,330 | $118,000 | $47,625 | $— | | Plus: fair value of awards granted during the year that remain unvested as of year end | $102,223 | $93,915 | $134,660 | $38,626 | $11,908 | | Plus: fair value of awards granted during the year that vest during the year | $43,682 | $41,777 | $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 | $10,231 | $(4,991) | $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 | $855,193 | $760,757 | $853,513 | $624,482 | $430,769 |

  52. PAY VERSUS PERFORMANCE TABLE

    Column (f) and (g). Total shareholder return (“TSR”) shows the value at year-end assuming the investment of $100 on December 31, 2020, and the reinvestment of dividends during the measurement periods. TSR is cumulative for the measurement periods beginning on December 31, 2020 and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively, calculated in accordance with Item 201(e) of Regulation S-K. Peer TSR represents the KBW Regional Banking Total Return Index, which is used by ACNB for purposes of compliance with Item 201(e) of Regulation S-K. Column (h). Reflects “Net Income” reported in the Corporation’s Consolidated Statements of Income for each year. Column (i). The Corporation has identified Return on Average Equity as the company-selected measure for the pay versus performance disclosure, as it represents the most important financial performance measure used to link compensation actually paid to the PEO and the Other NEOs in 2025 to the Corporation’s performance. This performance measure may not have been the most important financial performance measure for prior years, and we may determine a different financial performance measure to be the most important financial performance measure in future years.

  53. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures Relationship Between Compensation Actually Paid (sometimes referred to as “CAP”) to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Corporation’s Cumulative Total Shareholder Return (TSR). The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and the Company’s cumulative TSR over the four most recently completed fiscal years. TSR shows the value at year-end assuming the investment of $100 on December 31, 2020, reinvestment of dividends through the measurement periods, and ending on December 31 of each of 2025, 2024, 2023, 2022 and 2021, respectively. Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Corporation’s Net Income. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between Compensation Actually Paid to our PEO and the Average of the Compensation Actually Paid to the Other NEOs and the Corporation’s Return on Average Equity. The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Return on Average Equity during the five most recently completed fiscal years.

  54. 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 2025. 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. ACNB Bank’s Expenditure and Procurement Policy requires prior approval by the Board of Directors of all non-banking and lending related party transactions over $50,000. All related party transactions of which the Corporation becomes aware, outside of those banking and lending transactions made in the ordinary course of business, are reported to the Audit Committee on a quarterly basis regardless of dollar amount. In connection with the acquisition of Traditions Bancorp, Inc., effective February 1, 2025, the Corporation and ACNB Bank entered into a Separation and Non-competition Agreement with Mr. Draganosky relating to the termination of his employment as Chief Executive Officer of Traditions Bancorp, Inc. and Traditions Bank and his related employment agreement with Traditions Bancorp, Inc. and Traditions Bank. Under the terms of the agreement, Mr. Draganosky received a lump sum separation payment of $1,373,500 and maintenance of at least $800,000 in split dollar bank owned life insurance for at least 3 years following the effective date. In exchange, Mr. Draganosky agreed such payment satisfies all obligations under his employment agreement and that he will be subject to certain non-competition and non-solicitation restrictions for a period of 18 months as delineated in the agreement. In connection with the acquisition of Traditions Bancorp, Inc. on February 1, 2025, an employment agreement by and between ACNB Bank and Christopher Helt went effective for Mr. Helt to serve as Senior Vice President/Regional Commercial Lending Manager for the York Region of ACNB Bank. Christopher Helt is the brother of CEO James P. Helt. Christopher Helt has served in a variety of commercial lending and business services leadership roles for Traditions Bank, the banking subsidiary of Traditions Bancorp, Inc., since 2007, and was most recently a Senior Commercial Relationship Manager for Traditions Bank prior to the acquisition. The term of the employment agreement is three years and six months. Mr. Helt will receive an annual base salary of $180,000, subject to customary withholdings and taxes, which may be increased from time to time. In addition, as consideration for executing the employment agreement, which contains certain restrictive covenants, Mr. Helt received a sign on bonus of $25,000 on February 1, 2025, and he will receive additional bonuses of $25,000 payable on February 1, 2026, and February 1, 2027. Further, Mr. Helt is entitled to be considered for bonuses each year, as determined in the Bank’s sole discretion, paid time off, participation in employee benefit plans, and reimbursement of reasonable out-of-pocket business expenses. The Bank intends for any bonuses awarded to be based on its Regional Commercial Lending Manager incentive program which is applied equally to similarly situated employees of ACNB Bank. If his employment is terminated under certain circumstances as set forth in the employment agreement, Mr. Helt is entitled to a payment of 1.0 times his compensation and continued benefits for twelve months. Both during and upon termination of the employment agreement, Mr. Helt is subject to certain customary confidentiality, non-solicitation, and non-competition provisions and restrictions.