Andrew A. Bradley
About Andrew A. Bradley
Andrew A. Bradley, 47, is Senior Vice President/Chief Risk Officer (CRO) of ACNB Bank, serving since 2023; previously he was an Executive Director at Cherry Bekaert (formerly Accume Partners) beginning in 2003, bringing deep risk/audit advisory experience to ACNB’s second line of defense . During his tenure, ACNB delivered stable earnings and balance-sheet quality, including 2024 net income of $31.8M (vs. $31.7M in 2023) and ROAE of 10.94% (vs. 12.23% in 2023), while executing the Traditions Bancorp acquisition in early 2025; Q3’25 credit metrics remained benign (nonperforming loans 0.43%; net charge-offs 0.02%) . Total shareholder return (TSR) measured as a $100 initial investment was $181.84 in 2024, $197.72 in 2023, $170.08 in 2022, and $129.70 in 2021, contextualizing investor value creation through the period .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Cherry Bekaert (formerly Accume Partners) | Executive Director | 2003–2023 | Not disclosed in filings |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external directorships/roles disclosed for Bradley |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary | Not disclosed for Bradley | Bradley is not a Named Executive Officer (NEO); individual salary not provided in proxy . |
| Target Bonus % | Not disclosed for Bradley | Plan framework exists (see below), but Bradley-specific target not disclosed . |
| Actual Bonus Paid | Not disclosed for Bradley | NEOs' actuals disclosed; Bradley’s not disclosed . |
Performance Compensation
| Plan Element | Metric | Weighting | Targeting/Results Basis | Payout Mechanics | Vesting |
|---|---|---|---|---|---|
| Annual Cash (NEO framework) | Adjusted Net Income | 52.5% (non-CEO NEOs) | Threshold/Target/Max set vs budget; 2023 Adjusted Net Income used for awards paid in 2024 | Linear interpolation between threshold/target/max; 0 if below threshold | Cash; no vesting |
| Loan Growth (Bank) | 22.5% (non-CEO NEOs) | As above | As above | — | |
| Individual/Department Goals | 25% (non-CEO NEOs) | Pre-determined goals | As above | — | |
| Equity (NEO framework) | Adjusted ROAE | 50% | Awards paid in 2024 for 2023 performance used Adjusted ROAE | Allocated as restricted stock | 2024 awards: 1/3 at grant (Mar 15, 2024), 1/3 on Jan 1, 2025, 1/3 on Jan 1, 2026 |
| Strategic Initiatives | 50% | Board-rated (0–3 scale) | As above | As above | |
| Equity (NEO awards in 2025) | Restricted stock | — | Variable Equity Awards granted Mar 14, 2025 | — | 1/3 at grant; 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027 (for NEOs) |
- Clawback: All bonuses are subject to clawback via the Corporation’s Excess Incentive Compensation Recovery Policy Statement .
- Note: The table reflects the plan framework and vesting used for NEOs. Bradley’s specific targets, awards, and payouts were not disclosed .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Andrew A. Bradley beneficial ownership | Not individually disclosed in proxy; table covers directors and NEOs . |
| All directors and executive officers as a group | 302,406 shares (3.53% of class) as of Dec 31, 2024 . |
| Anti-hedging/pledging policy | Directors and executive officers are prohibited from hedging and from holding or pledging ACNB equity as collateral . |
| Ownership guidelines | Not disclosed for executive officers in the proxy –. |
| Vested vs. unvested breakdown | Not disclosed for Bradley; NEOs’ outstanding unvested restricted shares disclosed (reference context only) . |
Employment Terms
| Provision | Bradley | Notes |
|---|---|---|
| Employment agreement | Not disclosed | Proxy details employment and change-in-control terms for NEOs, not for Bradley . |
| Severance | Not disclosed | NEO context: CEO 2.99x, CFO 2.0x, certain EVPs 2.99x upon Good Reason; benefits continuation; gross-ups limited (NEOs only) . |
| Change-in-control (CIC) | Not disclosed | NEO context: multiples (2.99x/2.0x) with 2-year benefits; tax gross-ups limited (NEOs only) . |
| Non-compete / Non-solicit | Not disclosed | NEO agreements contain restrictive covenants; Bradley’s terms not disclosed . |
| Clawback | Applies via policy to incentive compensation | Corporate policy applies to executives . |
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| TSR – $100 initial investment (year-end) | $129.70 | $170.08 | $197.72 | $181.84 |
| Financial/Operational | 2023 | 2024 |
|---|---|---|
| Net Income ($M) | $31.7 | $31.8 |
| ROAE (%) | 12.23 | 10.94 |
| Dividends per share ($) | $1.14 | $1.26 |
| Credit Quality (Q3 2025) | Q3 2025 |
|---|---|
| Nonperforming loans / total loans | 0.43% |
| Net charge-offs to average loans (annualized) | 0.02% |
Context and governance
- Say-on-Pay approval: 89.15% of votes cast at 2024 annual meeting supported executive compensation .
- Compensation consultant and benchmarking: Blanchard Consulting Group advised; peer benchmarking used (peer list not disclosed) .
- Acquisition execution: Traditions Bancorp acquisition closed Feb 1, 2025, expanding scale and markets .
- Section 16(a) compliance: The company believes all required insider ownership reports were timely filed in 2024 .
Compensation Structure Analysis
- Mix/at-risk pay: Executive incentive architecture emphasizes financial performance (Net Income, ROAE, Loan Growth) and strategic execution; equity delivered as restricted stock with multi-year vesting to promote retention .
- Metric adjustments: 2023 awards used non-GAAP adjustments to exclude a securities restructuring loss; governance disclosed intent also to exclude the estimated income effect in 2024, indicating discretionary adjustment framework (monitor for consistency) .
- Clawbacks and risk controls: Formal clawback policy and plan gating (CAMELS rating, dividend reasonableness) mitigate risk-taking incentives .
Risk Indicators & Red Flags
- Pledging/hedging: Prohibited for directors and executive officers (good governance; reduces misalignment risk) .
- Insider selling pressure: No Form 4 data for Bradley found in company documents; individual transaction analysis not available from filings reviewed.
- Related-party/other: No Bradley-specific related-party items disclosed; Board oversight and approvals for related-party transactions noted .
Say-on-Pay & Shareholder Feedback
- Annual advisory vote on pay with strong support (89.15% approval in 2024), indicating no broad investor concern with pay design .
- Committee independence and process: Independent Compensation Committee; use of external consultant; benchmarking practices disclosed .
Expertise & Qualifications
- Tenure/experience: CRO since 2023; age 47 .
- Prior experience: Executive Director at Cherry Bekaert/Accume Partners since 2003 .
- Management roster references: Investor materials list Bradley among executive team, noting years in financial services (23) and years at ACNB (3) as of Nov 10, 2025 .
Equity Award Vesting Schedules (Framework reference)
| Award Cohort | Vesting Schedule | Notes |
|---|---|---|
| NEO awards granted Mar 15, 2024 | 1/3 at grant; 1/3 on Jan 1, 2025; 1/3 on Jan 1, 2026 | Restricted stock under 2018 Omnibus Plan |
| NEO awards granted Mar 14, 2025 | 1/3 at grant; 1/3 on Jan 1, 2026; 1/3 on Jan 1, 2027 | Per 8-K (Item 5.02) |
Note: Bradley’s personal award grants/amounts are not disclosed in the documents reviewed.
Employment Terms (Contextual reference for NEOs; not Bradley-specific)
| Executive (NEO) | Good Reason Severance Multiple | CIC Multiple | Benefits/Gross-up |
|---|---|---|---|
| CEO (Helt) | 2.99x | 2.99x | Benefits up to 2 years; limited gross-up |
| CFO (Weber) | 2.0x | 2.0x | Benefits up to 2 years; limited gross-up |
| Certain EVPs (e.g., Laub, Seibel) | 2.99x | 2.99x | Benefits up to 2 years; limited gross-up |
Investment Implications
- Alignment and retention: Anti-hedging/pledging plus multi-year restricted stock vesting align management with shareholders and temper short-termism; however, lack of disclosed Bradley-specific holdings and employment terms limits precision on his personal retention risk .
- Execution and risk stewardship: Benign credit costs and stable NPLs through Q3’25 amid integration of Traditions suggest disciplined risk posture under the CRO’s tenure; continued monitoring warranted as loan mix evolves and CRE exposures are managed .
- Pay-for-performance design: Metrics and gating factors (CAMELS, dividend reasonableness) plus clawback are positives; the use of “Adjusted” metrics for awards demands ongoing scrutiny for consistency and investor alignment .
- Data gaps: Absence of Bradley-specific compensation, ownership, and severance/CIC disclosures constrains a definitive view on his personal incentive intensity and turnover risk; investors should watch future proxies and any 5.02/8-K updates for details .