Alan J. Stock
About Alan J. Stock
Alan J. Stock, age 67, is the independent Chair of the Board of ACNB Corporation and ACNB Bank, serving as a director since 2005 and Chair since February 15, 2020; he retired in November 2017 as Owner and President of Eicholtz Company, an office equipment and furniture dealership in New Oxford, PA . He also serves on the board of ACNB Insurance Services, Inc. since February 25, 2020, and is currently a member of the Hanover Hospital Foundation’s board of directors, bringing more than 40 years of entrepreneurial experience and strong financial and business acumen in ACNB’s core markets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eicholtz Company (office equipment and furniture) | Owner & President | Retired November 2017 | 40+ years entrepreneurial experience; financial and business acumen; extensive knowledge of ACNB’s market areas |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACNB Insurance Services, Inc. | Director | Since February 25, 2020 | ACNB subsidiary board service |
| Hanover Hospital Foundation | Director | Current | Community/non-profit governance role |
Board Governance
- Independence: Independent director under SEC/Nasdaq; Board affirmed no transactions impairing his independence (independence table lists “None” for other transactions/relationships) . The Chair of the Board is considered independent under SEC/Nasdaq standards .
- Tenure: Director since 2005; Chair of the Board since February 15, 2020 .
- Attendance: Board met 13 times in 2024; total 30 Board and committee meetings; each director attended at least 75% of meetings of the Board and committees of which they were a member; all directors attended the 2024 Annual Meeting .
- Leadership structure: Roles of Chairman and CEO are separated; Chairman oversees Board agenda and communications; CEO leads strategy execution and operations .
| Committee | Role | 2024 Meetings | Membership Detail |
|---|---|---|---|
| Executive Committee | Chair | 4 | Members at Dec 31, 2024: Alan J. Stock (Chair), Kimberly S. Chaney, James P. Helt, Todd L. Herring, Scott L. Kelley, D. Arthur Seibel, Jr. |
| Compensation Committee | Member | 6 | Independent directors; 2024 members included Scott L. Kelley (Chair), Alexandra C. Chiaruttini, Frank Elsner, III, Todd L. Herring, James J. Lott, Donna M. Newell, Alan J. Stock; Elizabeth F. Carson added Feb 18, 2025 |
| Audit Committee | Member | 5 | Independent directors; 2024 members included Kimberly S. Chaney (Chair), Alexandra C. Chiaruttini, Todd L. Herring, James J. Lott, Daniel W. Potts, Alan J. Stock; John M. Polli added Feb 18, 2025 |
| Nominating Committee | Member | 2 | Independent directors; 2024 members: Donna M. Newell (Chair), Todd L. Herring, James J. Lott, Daniel W. Potts, Alan J. Stock |
Fixed Compensation
- Program terms (as of July 1, 2024): Cash retainer and meeting/chair fees below; non-employee directors may elect to receive 70% or 100% of the annual retainer in ACNB common stock under the 2018 Omnibus Stock Incentive Plan, paid quarterly at Dividend Reinvestment Plan price .
| Component | Amount |
|---|---|
| Annual retainer (non-employee directors) | $45,000 |
| Board meeting fee | $860 per meeting |
| Committee meeting fee | $540 per meeting |
| Audit Committee chair | $6,450 annually |
| Compensation Committee chair | $6,450 annually |
| Executive Committee chair | $4,300 annually |
| Loan Committee chair | $4,300 annually |
| Trust Committee chair | $2,690 annually |
| Nominating Committee chair | $2,000 annually |
| Chairman of the Board | $37,625 annually |
| Vice Chairman of the Board | $10,750 annually |
| Board Strategic Specialist | $752.50 per quarter |
| ACNB Insurance Services, Inc. meeting fee | $800 per AIS board meeting |
| Alan J. Stock — 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $79,027 |
| Stock awards | $34,863 |
| All other compensation (taxable imputed income from supplemental life insurance) | $968 |
| Total | $113,890 |
| Notes | Includes $3,200 for ACNB Insurance Services, Inc. board meetings |
- Deferred fee plan: Directors may defer up to 100% of director income; Stock participated in 2024; benefits payable upon termination/change-in-control; earnings funded by BOLI .
Performance Compensation
| Plan Year | Director Variable Cash Award | Director Variable Equity Award | Performance Metrics Applied | Result |
|---|---|---|---|---|
| 2024 (for 2023 performance) | None granted to non-employee directors | None granted to non-employee directors | ACNB’s Variable Compensation Plan exists for directors and employees; metrics (for executives) include Net Income, Loan Growth, ROAE, Strategic Initiatives | No director awards in 2024 |
The Variable Compensation Plan operates on defined financial/strategic metrics with threshold/target/maximum levels; in 2023, targets included ACNB Corp Net Income ($29.1M target; $31.68M GAAP; $35.16M non-GAAP after one-time adjustment), ACNB Bank Loan Growth (5.70% result vs 3.83% target), and ROAE (12.23% GAAP; 13.57% non-GAAP) .
Other Directorships & Interlocks
| Company/Organization | Public/Private | Role | Committees/Notes |
|---|---|---|---|
| ACNB Insurance Services, Inc. | Private (subsidiary) | Director | Board service since Feb 25, 2020 |
| Hanover Hospital Foundation | Non-profit | Director | Community/non-profit governance |
Expertise & Qualifications
- 40+ years entrepreneurial experience and business leadership; strong financial and business acumen; deep knowledge of ACNB’s market areas .
- Independent leadership as Chair with robust committee engagement (Audit, Compensation, Nominating, Executive Chair), supporting risk oversight, compensation governance, and board effectiveness .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Breakdown |
|---|---|---|---|
| Alan J. Stock | 86,195 | 1.01% | 75,295 shares held solely; 10,900 shares in IRA |
- Anti-hedging/pledging: Directors and executive officers are prohibited from hedging and from holding or pledging ACNB equity in margin accounts or as collateral, reducing misalignment and collateralization risk .
Governance Assessment
- Board effectiveness: Independent Chair with multi-committee participation and chairing the Executive Committee strengthens oversight; only independent directors serve on Audit, Compensation, and Nominating Committees . Attendance was strong in 2024 (≥75% for all directors; full annual meeting attendance), signaling engagement .
- Independence and conflicts: Board determined no relationships impaired Stock’s independence; independence table shows “None” for other transactions/relationships for Stock; related-party banking transactions are ordinary course, at market terms, with no unfavorable features, and non-banking related party transactions require Board pre-approval and are reported to the Audit Committee quarterly .
- Compensation mix: Cash retainer plus equity via elective stock retainer under the 2018 Omnibus Plan aligns director interests with shareholders; no director variable incentive awards were granted in 2024, limiting pay-for-performance risk for directors .
- Alignment and risk controls: Anti-hedging/pledging policy prohibits hedging and pledging, supporting long-term alignment; independent Audit Committee and identified financial experts strengthen financial oversight .
- Shareholder sentiment: 2024 Say-on-Pay approval was 89.15%, indicating strong investor support for ACNB’s compensation framework and governance practices (company-wide signal) .
RED FLAGS: None specifically disclosed for Alan J. Stock—no related-party transactions, no hedging/pledging permitted, strong attendance and independence. Monitor ordinary-course director loans (standard for community banks) and continued adherence to elective equity retainer to maintain alignment .