Donna M. Newell

About Donna M. Newell

Donna M. Newell (age 54) is an independent director of ACNB Corporation and ACNB Bank, serving since 2012. She is President & Chief Executive Officer of NTM Engineering, Inc., a Dillsburg, PA firm specializing in water resources and structural engineering and engineering course development. Her core credentials cited by the board are engineering, technology and business expertise.

Past Roles

No prior roles beyond NTM Engineering are disclosed in ACNB’s proxy materials for Ms. Newell.

External Roles

Board Governance

• Independence: Board-designated independent director; the independence review noted no other transactions/relationships affecting her status.
• Committee assignments (2024–2025):
  • Nominating Committee: Chair (met 2 times in 2024; 5 times in 2023).
  • Compensation Committee: Member (met 6 times in 2024; 6 times in 2023).
  • Not listed on Audit or Executive Committees.
• Attendance/engagement: In 2024, each director attended at least 75% of the combined Board and committee meetings; all directors attended the 2024 annual meeting. In 2023, each director attended at least 75% and all attended the annual meeting.
• Anti-hedging/pledging: Directors are prohibited from hedging ACNB stock and from holding/pledging shares in margin accounts.

Fixed Compensation

• Director fee framework (most recent): Since July 1, 2024, non-employee directors are paid by ACNB Bank: $45,000 annual retainer; $860 per Board meeting; $540 per committee meeting; Nominating Committee Chair $2,000; Chairman $37,625; Vice Chairman $10,750; continuing education and seminar stipends as specified.
• Stock retainer election: At director’s election, 70% or 100% of the annual retainer may be paid in ACNB common stock quarterly under the 2018 Omnibus Stock Incentive Plan at the Dividend Reinvestment Plan price. (Prior policy in 2023 allowed 50% or 100% in stock.)
• Deferred fee plan: Ms. Newell participated in ACNB Bank’s director deferred fee plan in 2024 and 2023 (409A-compliant; benefits payable at separation/change-in-control; interest funded by BOLI).

Director compensation received (reported):

Notes:

• “All other compensation” represents imputed income from the director supplemental life insurance plan.
• Stock retainer election change: 50%/100% (2023) → 70%/100% (from July 1, 2024), signaling increased emphasis on equity-aligned pay.

Performance Compensation

• Director plan eligibility: Directors may participate in the Variable Compensation Plan (VCP) under the same terms as employees; however, no VCP awards were granted to non-employee directors in 2024.
• Performance metric framework (for NEOs, not applied to directors in 2024): Net Income, ROAE, Loan Growth, Strategic Initiatives (threshold/target/maximum with interpolation). Provided here for context only; no director awards were paid under this framework in 2024.

Other Directorships & Interlocks

• Other public company boards: None disclosed for Ms. Newell in ACNB’s biographies.
• Compensation Committee interlocks: ACNB discloses no Compensation Committee interlocks; committee comprised entirely of independent outside directors (including Ms. Newell).
• Consultant usage: Blanchard Consulting Group engaged for executive and director compensation and incentive plan reviews (most recently in 2024).

Expertise & Qualifications

• Board-cited qualifications: Engineering, technology and business expertise; CEO/operator of an engineering firm.

Equity Ownership

• Beneficial ownership as of 12/31/2024: 10,561 shares (6,897 direct; 3,099 joint with spouse; 565 IRA); <1% of shares outstanding.
• Beneficial ownership as of 12/31/2023: 9,697 shares (6,135 direct; 2,997 joint with spouse; 565 IRA); <1% of shares outstanding.
• Ownership policy: ACNB requires director stock ownership; proxies evidence compliance expectations (e.g., new director acquiring shares to meet bylaw requirements).
• Pledging/hedging: Prohibited by policy (alignment-positive).

Governance Assessment

Strengths

• Independent director; no other transactions/relationships impacting independence noted.
• Governance roles: Chair of Nominating; member of Compensation—key levers for board refreshment and pay oversight.
• Attendance and engagement above 75% threshold; full attendance at annual meetings.
• Pay alignment: Ability to take 70–100% of retainer in stock (up from 50–100% in prior policy) enhances ownership alignment; Ms. Newell received stock awards in 2024.
• Anti-hedging/pledging policy enhances alignment; no pledging disclosed.

Watch items / neutral

• Nominating Committee met 2 times in 2024 (down from 5 in 2023); continue monitoring cadence amid integration and board evolution.
• Director deferred fee plan participation (common in community banks) should be monitored for potential optics but is 409A-compliant and BOLI-funded.

Conflicts and related-party exposure

• Board’s independence review shows “None” for Ms. Newell’s other transactions/relationships; related-party banking transactions for directors generally conducted on market terms and not adversely rated by management.

Shareholder sentiment context

• Say-on-Pay support was 89.15% of votes cast at the 2024 annual meeting, indicating generally favorable shareholder views on compensation governance.

Compensation structure observations

• Year-over-year: Ms. Newell’s total compensation increased from $49,057 (2023) to $56,501 (2024), with an increased equity component in 2024 consistent with the retainer-in-stock program and revised policy.

RED FLAGS

• None specific to Ms. Newell are disclosed (no related-party deals, no pledging/hedging, no attendance shortfall).

Appendices

Committee Membership Snapshot (2024–2025)

• Compensation Committee (met 6x in 2024): Member.
• Nominating Committee (met 2x in 2024): Chair.
• Audit Committee: Not listed as member.
• Executive Committee: Not listed as member.

Director Compensation Framework Changes

• Annual retainer moved to $45,000 effective July 1, 2024 (from $24,725 effective April 1, 2023).
• Retainer stock election revised to 70% or 100% (from 50% or 100%).