Alexandra C. Chiaruttini

About Alexandra C. Chiaruttini

Independent Class 1 Director at ACNB since 2024; age 54. She is Chief Administrative Officer and General Counsel at The York Water Company (since 2020), previously Chief Counsel at the Pennsylvania Department of Environmental Protection with a 100+ attorney staff, and before that 15+ years in private environmental law practice—bringing regulatory, risk, governance, and legal expertise to the board . ACNB’s board has determined she is independent; the only noted relationship is routine utility payments to her employer, which were deemed non-impairing to independence .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member; Compensation Committee member (not Chair) .
• Attendance: Board met 13 times; Audit Committee met 5 times; Compensation Committee met 6 times; each director attended at least 75% of combined board/committee meetings; all directors attended the 2024 Annual Meeting .
• Independence: Board determined she is independent; noted relationship—“utility payments made to Ms. Chiaruttini’s employer The York Water Company”—did not impair independence .
• Board leadership: Independent Chairman; roles of Chair and CEO are separated .
• Anti-hedging/pledging: Directors are prohibited from hedging or pledging ACNB equity securities .

Fixed Compensation

Director fees structure (since July 1, 2024): $45,000 annual retainer; $860 per board meeting; $540 per committee meeting; various chair premia (Audit/Compensation: $6,450; Executive/Loan: $4,300; Trust: $2,690; Nominating: $2,000); $37,625 annual Chair premium; $10,750 annual Vice Chair premium; and optional stock settlement of 70% or 100% of the retainer under the 2018 Omnibus Stock Incentive Plan, paid quarterly at the Dividend Reinvestment Plan price .

2024 Director Compensation (actual):

Notes:

• Joined the Board in May 2024 .
• “All other compensation” typically reflects imputed income for supplemental life insurance; her 2024 amount was $0 .

Performance Compensation

• Non-employee directors were eligible under the Variable Compensation Plan starting 2018, but no director awards were granted in 2024 .
• ACNB maintains clawback and excess incentive recovery policies applicable to bonus plans .
• Anti-hedging/pledging policy for all directors and executives .

Other Directorships & Interlocks

• Other public company boards: None disclosed in the ACNB proxy for Ms. Chiaruttini .
• Interlocks/related-party exposure: Routine utility payments to The York Water Company (her employer) reviewed and found not to impair independence .
• ACNB policy requires board approval for non-banking related party transactions over $50,000 and quarterly Audit Committee reporting of such transactions .

Expertise & Qualifications

• Regulatory compliance, risk management, public-company operations/governance, and legal matters (CAO/GC at York Water; former DEP Chief Counsel) .
• Not designated as an “audit committee financial expert” (ACNB’s experts are Kimberly S. Chaney and Daniel W. Potts) .
• Nominating criteria emphasize stock ownership, independence, financial competence, reputation, communication skills, and commitment to ACNB’s communities and strategic alignment .

Equity Ownership

Policies and alignment:

• Directors may elect to receive 70% or 100% of their retainer as ACNB stock; quarterly issuance at DRIP price .
• Anti-hedging/pledging policy prohibits hedging and pledging of company stock .
• Director candidate qualification includes stock ownership (no numeric multiple disclosed) .

Insider filings (ownership changes and disclosures):

Notes:

• ACNB provides an insider filing portal with direct access to Form 3/4 filings (Chiaruttini Alexandra C) .
• Example EDGAR Form 4 acceptance (06/17/2025) for “CHIARUTTINI ALEXANDRA C” .
• Public reposting of a Form 4 signature via POA: Kevin J. Hayes as POA for Alexandra C. Chiaruttini .

Governance Assessment

• Strengths: Independent director with significant regulatory, compliance, and legal credentials; active on Audit and Compensation Committees; attended ≥75% of board/committee meetings; attended 2024 Annual Meeting . Independent board chair and separation of CEO/Chair roles support oversight effectiveness .
• Alignment: Ability to elect stock retainer; her 2024 mix was roughly 53% cash ($20,230) and 47% stock ($17,750), consistent with ownership alignment practices . Anti-hedging/pledging policy reinforces long-term alignment .
• Pay practices context: Shareholders approved 2024 Say-on-Pay with 89.15% support, indicating broad investor confidence in compensation governance (context for ACNB) .
• Potential RED FLAGS and mitigants:
  • Interlock/related-party: ACNB’s utility payments to her employer could present perceived conflicts; Board evaluated and concluded independence was not impaired; related-party transaction policy and Audit Committee oversight mitigate risk .
  • Ownership concentration: Individual ownership <1% is typical for community bank directors; ongoing stock retainer option supports continued accumulation .
  • Financial expert designation: Not an audit committee financial expert; however, the audit committee includes two designated experts (Chaney, Potts), balancing committee skill mix .

Overall, Ms. Chiaruttini enhances board oversight with deep regulatory and legal risk expertise, active committee roles, and compliant independence posture, with modest but growing ownership alignment through stock-based retainer elections .