Daniel W. Potts
About Daniel W. Potts
Independent Class 3 director of ACNB Corporation since 2004; age 72 as of March 13, 2025. Designated Audit Committee Financial Expert. Career spans 40+ years in global business, including 15 years with major accounting firms and senior executive positions in financial services; retired from Deloitte Consulting in 2023. Also serves on the ACNB Insurance Services, Inc. board since 2005.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deloitte Consulting | Senior executive; retired | Retired in 2023 | Strategic, operations, technology background supports audit oversight |
| Major accounting firms | Accounting/assurance roles | 15 years | Deep financial accounting expertise, supports designation as audit committee financial expert |
| Financial services industry | Senior executive positions | Various | Provides insight into bank operations, risk, and strategy |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACNB Insurance Services, Inc. | Director | Since 2005 | Non-employee directors receive $800 per Insurance Services board meeting attended |
Board Governance
- Committees: Audit Committee member; Nominating Committee member; designated Audit Committee Financial Expert; independence affirmed under SEC/Nasdaq. Audit Committee met 5 times in 2024; Nominating Committee met 2 times.
- Attendance: The Board met 13 times in 2024; total Board and committee meetings were 30. Each director attended at least 75% of meetings of the Board and their committees; all directors attended the 2024 Annual Meeting.
- Independence: Board determined Mr. Potts is independent; no other transactions/relationships/arrangements noted for him. Only independent directors serve on the Audit, Compensation, and Nominating Committees.
- Chairs: Audit Committee chaired by Kimberly S. Chaney; Nominating Committee chaired by Donna M. Newell.
- Risk oversight: Audit Committee leads risk oversight and meets privately with internal/external auditors; two directors (Chaney and Potts) designated as Audit Committee Financial Experts.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual retainer (non-employee directors, since 7/1/2024) | $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 | |
| Insurance Services board meeting fee | $800 per meeting | |
| Continuing education | $135/hour (preapproved) |
| 2024 Director Compensation — Daniel W. Potts | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $40,166 (includes $4,000 for ACNB Insurance Services, Inc. board meetings) |
| Stock Awards | $21,931 |
| All Other Compensation (imputed life insurance) | $1,864 |
| Total | $62,097 |
Other Director Benefits
- Director Deferred Fee Plan: Directors may defer up to 100% of income; participants in 2024 were Chaney, Elsner, Herring, Kelley, Lott, Newell, and Stock (Potts not listed).
- Director Supplemental Life Insurance Plan: Eligible for $250,000 benefit (or $100,000 under certain conditions); imputed income included in taxable income.
- Long-Term Care Insurance: Eligible; monthly maximum base benefit of $4,000; premiums paid by the Bank.
Performance Compensation
- Equity retainer election: Directors may elect 70% or 100% of annual retainer paid in common stock under the 2018 Omnibus Stock Incentive Plan; paid quarterly at the Dividend Reinvestment Plan price.
- Variable Compensation Plan (directors): Directors eligible under the same terms as employees for restricted stock awards to align with shareholders; no Variable Compensation Plan awards were granted to non-employee directors in 2024.
| Director Variable Compensation — 2024 | Result |
|---|---|
| Variable Compensation Plan awards to non-employee directors | None granted |
| Equity delivery mechanism for retainer | Stock awards under 2018 Omnibus Plan (director election) |
Other Directorships & Interlocks
- Compensation Committee interlocks: None at the Corporation; all Compensation Committee members in 2024 were independent outside directors, not current or former officers or employees.
- Other public company directorships: Potts’ proxy biography does not disclose current public company boards beyond ACNB entities.
Expertise & Qualifications
- Audit Committee Financial Expert; independent.
- 40+ years global business experience; 15 years with major accounting firms; senior executive roles in financial services; retired from Deloitte Consulting in 2023.
- Long-tenured ACNB director since 2004; service also on ACNB Bank board.
Equity Ownership
| Ownership (as of Dec 31, 2024) | Shares | % of Class |
|---|---|---|
| Daniel W. Potts — Beneficial Ownership | 8,811 | Less than 1% |
Notes
- Beneficial ownership determined under SEC Rule 13d-3; table percentages for directors generally <1% unless otherwise noted.
Governance Assessment
- Strengths:
- Independence affirmed with no related-party transactions disclosed for Potts; designated Audit Committee Financial Expert bolstering financial oversight quality.
- Board and committee structure robust; Audit (5 meetings) and Nominating (2 meetings) activity supports ongoing governance and risk oversight; directors met attendance expectations and all attended the annual meeting.
- Compensation mix includes equity via retainer election; Potts received stock awards in 2024 ($21,931), supporting alignment with shareholders.
- Potential concerns:
- Share ownership is modest (<1% of outstanding); while typical for community bank directors, lower absolute ownership may limit “skin-in-the-game” optics.
- Insurance-related perquisites (life and long-term care) create minor imputed income but are standard and broadly provided; not shareholder-unfriendly in context.
- No red flags observed:
- No related person transactions for Potts; no Section 16(a) filing delinquencies reported for 2024.
Overall governance signal: Positive. Potts’ independence, audit expertise, long tenure, and participation on key committees support board effectiveness. Equity-based retainer elections and 2024 stock awards enhance alignment, with no conflicts or attendance issues disclosed.