D. Arthur Seibel, Jr.
About D. Arthur Seibel, Jr.
Independent-minded community banker and former global CFO/MD turned educator; age 66, ACNB director since July 2017. Prior roles include CFO of a $2.0B-revenue multinational (Cristal Inorganic Chemicals), Managing Director of CIC Switzerland, and COO of Springdale Preparatory School; began career as a CPA. Biography emphasizes accounting, auditing, internal controls, strategic planning, and public company/community banking knowledge . As of March 13, 2025 he is 66 and a Class 2 director; director since 2017 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Windsor Bancorp, Inc. | Director; Chairman of the Board | Director 2003–2017; Chairman 2014–2017 | Led prior bank board through 2014–2017; experience leveraged at ACNB |
| New Windsor State Bank | Director; Chairman of the Board | Director 2003–2017; Chairman 2014–2017 | Prior community banking governance experience |
| Cristal Inorganic Chemicals (CIC) | Chief Financial Officer | 2007–2011 | CFO of company with operations in five countries and $2.0B revenues |
| CIC Switzerland, Ltd. | Managing Director (International Sales) | 2011–2014 | International sales oversight; strategic planning exposure |
| Springdale Preparatory School | Chief Operating Officer | Retired Feb 2020 | Operational leadership in education sector |
| Public accounting | Certified Public Accountant | Early career | Accounting/audit foundations |
External Roles
| Organization | Role | Timeframe | Public/Private | Notes |
|---|---|---|---|---|
| New Windsor Bancorp, Inc. | Director; Chairman | 2003–2017; Chair 2014–2017 | Bank holding company (private) | Pre-ACNB board leadership; no current outside public directorships disclosed |
Board Governance
- Independence status: Not independent under SEC/Nasdaq because he is the brother of Douglas A. Seibel, ACNB Bank EVP/Chief Lending & Revenue Officer; only independent directors serve on Audit, Compensation, and Nominating Committees .
- Committee assignments (2024): Executive Committee member; not listed on Audit, Compensation, or Nominating Committees .
- Attendance/engagement: Board met 13 times in 2024; each director attended at least 75% of combined Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Board leadership/risk oversight: Independent Chair; CEO and Chair roles separated; Audit Committee leads risk oversight with management and reports to Board .
| Committee | Seibel Member (2024) | Chair? | Meetings in 2024 |
|---|---|---|---|
| Executive | Yes | No | 4 |
| Audit | No (independents only) | n/a | 5 |
| Compensation | No (independents only) | n/a | 6 |
| Nominating | No (independents only) | n/a | 2 |
Fixed Compensation
- Structure (effective July 1, 2024): $45,000 annual retainer; $860 per Board meeting; $540 per committee meeting; chair retainers (Audit $6,450; Compensation $6,450; Executive $4,300; Loan $4,300; Trust $2,690; Nominating $2,000); Chair of the Board $37,625; Vice Chair $10,750; optional equity election of 70% or 100% of retainer paid as common stock quarterly under the 2018 Omnibus Plan; additional education/other stipends as listed .
| Component (as of Jul 1, 2024) | Amount |
|---|---|
| Annual retainer | $45,000 |
| Board meeting fee | $860 per meeting |
| Committee meeting fee | $540 per meeting |
| Audit Chair retainer | $6,450 |
| Compensation Chair retainer | $6,450 |
| Executive Chair retainer | $4,300 |
| Loan Chair retainer | $4,300 |
| Trust Chair retainer | $2,690 |
| Nominating Chair retainer | $2,000 |
| Board Chair retainer | $37,625 |
| Vice Chair retainer | $10,750 |
| Equity election | 70% or 100% of retainer paid in stock quarterly |
- Prior structure (since Apr 1, 2023): $24,725 annual retainer; similar per-meeting and chair fees; equity election 50% or 100% of retainer via DRIP; smaller seminar allowances (half-day $645; full-day $1,075) .
| Component (as of Apr 1, 2023) | Amount |
|---|---|
| Annual retainer | $24,725 |
| Board meeting fee | $860 per meeting |
| Committee meeting fee | $540 per meeting |
| Nominating Chair retainer | $1,075 |
| Equity election | 50% or 100% of retainer in stock |
- 2024 actuals (Non-employee Director compensation):
- D. Arthur Seibel, Jr.: Fees earned/paid in cash $45,999; Stock awards $21,931; All other compensation (imputed life insurance) $597; Total $67,930 .
- 2023 actuals:
- D. Arthur Seibel, Jr.: Fees earned/paid in cash $55,736; All other $529; Total $56,265 (no stock awards recorded in 2023 table) .
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 45,999 | 21,931 | 597 | 67,930 |
| 2023 | 55,736 | — | 529 | 56,265 |
Additional programs: Director Deferred Fee Plan (participants listed do not include Seibel for 2024); director supplemental life insurance benefit with taxable imputed income included in “All Other Compensation”; long-term care insurance offered (no premiums paid by directors) .
Performance Compensation
- Variable/Performance programs for directors: Directors permitted to participate in Variable Compensation Plan (aligned with employee terms), but no awards were granted to non-employee directors in 2024 .
| Program | Eligibility | Awarded to Seibel (2024) | Performance Metrics |
|---|---|---|---|
| ACNB Bank Variable Compensation Plan (directors) | Directors eligible under employee-like terms | No awards to any non-employee director in 2024 | N/A (no 2024 director awards) |
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Prior public/private boards: Director and later Chairman at New Windsor Bancorp, Inc. and New Windsor State Bank (2003–2017; Chair 2014–2017) .
- Compensation Committee interlocks: None; 2024 Compensation Committee composed solely of independent directors; no interlocks disclosed .
Expertise & Qualifications
- CPA background; extensive accounting, auditing, internal controls, and strategic planning experience .
- Public company knowledge and community banking board leadership in Maryland markets .
Equity Ownership
- Beneficial ownership (as of Dec 31, 2024): 22,469 shares; percent of class “—” (less than 1%) .
- Breakdown: 5,241 shares held solely; 12,228 shares in a trust for his benefit; 5,000 shares in his IRA .
| As of Dec 31, 2024 | Total Shares | % of Class | Sole | Trust | IRA |
|---|---|---|---|---|---|
| D. Arthur Seibel, Jr. | 22,469 | <1% | 5,241 | 12,228 | 5,000 |
Policy alignment:
- Anti-hedging/pledging: Directors prohibited from hedging and from holding/pledging ACNB equity as collateral or in margin accounts .
- Section 16(a) compliance: All required insider ownership change reports timely in 2024 .
Governance Assessment
- Independence/Conflicts: Not independent due to sibling in senior management; however, he does not serve on Audit/Compensation/Nominating (independents-only), limiting conflict exposure on key oversight committees .
- Attendance/Engagement: Board met 13 times in 2024; all directors met ≥75% attendance and attended the 2024 Annual Meeting—no attendance red flags .
- Ownership/Alignment: Holds 22,469 shares (<1%); anti-hedge/pledge policies in place; Section 16 compliance clean—alignment positive, compliance strong .
- Director Pay Mix: 2024 introduced higher retainer and 70%/100% equity election; Seibel received both cash and stock awards in 2024 ($21,931 stock), whereas 2023 showed no stock awards—shift modestly increases equity alignment .
- Related-Party Transactions: Bank states any director/officer loans were ordinary course, market terms; non-banking related-party transactions require Board pre-approval and are reported quarterly to Audit Committee—controls in place; no Seibel-specific non-banking transactions disclosed .
- Say-on-Pay Signal (context): 2024 say-on-pay received 89.15% support, indicating investor comfort with compensation governance broadly .
RED FLAGS: Non-independence due to family relationship (monitor for any expansion of his committee roles into key oversight areas); continue to watch for any related-party transactions beyond ordinary-course lending .