Douglas A. Seibel
About Douglas A. Seibel
Douglas A. Seibel is Executive Vice President/Chief Lending Officer (also referenced as Chief Revenue & Lending Officer) of ACNB Bank, serving in this role since 2016; he joined ACNB Bank in 2008 and is age 64 as of March 13, 2025 . ACNB’s 2024 company performance context relevant to his incentives includes net income of $31.8 million, ROAE of 10.94%, and strong cumulative TSR from a $100 base to $181.84 by year-end 2024 . The Board notes director independence concerns relating to his brother, director D. Arthur Seibel Jr., but the company maintains anti-hedging/anti-pledging policies for executives and directors .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACNB Bank | Executive Vice President/Chief Lending Officer | 2016–Present | Senior lending leadership supporting loan growth objectives embedded in annual incentive metrics |
| ACNB Bank | Joined ACNB Bank | 2008 | Tenure aligns with multi-year credit and lending oversight |
Fixed Compensation
Base salary progression and year-over-year change:
| Executive | 2023 Base Salary ($) | 2024 Base Salary ($) | YoY Change (%) |
|---|---|---|---|
| Douglas A. Seibel | 298,700 | 310,650 | 4.0 |
Multi-year summary compensation for Douglas A. Seibel:
| Year | Salary ($) | Bonus ($) | Stock Awards ($) | Change in Pension Value and Nonqualified Deferred Comp ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 307,433 | 127,299 | 119,480 | 56,471 | 216,306 (includes 401k match $13,800; SERP accrual $101,299; SERP contributions $100,000; imputed life insurance $1,207) | 826,989 |
| 2023 | 296,692 | 130,500 | 116,000 | 75,221 | 215,397 (401k match $13,200; SERP accrual $101,145; SERP contributions $100,000; imputed life insurance $1,052) | 833,810 |
| 2022 | 283,689 | 67,200 | 50,550 | 2,965 (pension negative change excluded per SEC rules) | 201,493 (401k match $12,200; SERP accrual $100,493; SERP contributions $100,000; imputed life insurance $951) | 605,897 |
Other fixed-benefit programs:
- Defined Benefit Pension (credited service 16.70 years; present value $443,159; no payments in last fiscal year) .
- Supplemental Life Insurance Plans (split-dollar benefits; executive-specific plan history disclosed) .
- 401(k) safe harbor plan; employer match formula in 2024 (100% up to 3% plus 50% of next 2%) .
Performance Compensation
Variable Compensation Plan structure (cash and equity):
- Clawback applies via Excess Incentive Compensation Recovery Policy Statement; no awards if CAMELS rating below threshold or if Board deems dividend not reasonable .
- 2024 awards paid for 2023 performance; cash factors for NEOs weightings: Adjusted Net Income 52.5%, Loan Growth 22.5%, Individual/Department Goals 25% . Equity factors: Adjusted ROAE 50%, Strategic Initiatives execution 50% .
Cash incentive metrics (2023 Plan Year → paid 2024):
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout Attribution |
|---|---|---|---|---|---|---|
| Adjusted Net Income | 52.5% | $26.2m | $29.1m | $36.5m | $35.16m (non-GAAP); $31.68m (GAAP) | Contributed to 2024 cash bonus of $127,299 |
| Loan Growth (Bank) | 22.5% | 3.45% | 3.83% | 4.25% | 5.70% | Contributed to 2024 cash bonus of $127,299 |
| Individual/Department Goals | 25% | Various | Various | Various | Various | Contributed to 2024 cash bonus of $127,299 |
Equity incentive metrics (2023 Plan Year → paid 2024):
| Metric | Weighting | Target Basis | Actual | Equity Award ($) | Shares Granted | Vesting |
|---|---|---|---|---|---|---|
| Adjusted ROAE | 50% | 11.52% target | 13.57% (non-GAAP); 12.23% (GAAP) | $119,480 | 3,386.621315 (grant 2024-03-15) | 1/3 immediate in 2024; 1/3 on 2025-01-01; 1/3 on 2026-01-01 |
| Strategic Initiatives | 50% | Rating scale 0–3 | Final rating: 2 | $119,480 | 3,386.621315 (same grant) | 1/3 immediate in 2024; 1/3 on 2025-01-01; 1/3 on 2026-01-01 |
Award vesting detail at FY-end:
- Unvested restricted shares at 12/31/2024: 3,469.299060; market value $137,575 at $39.655 per share .
- Tranche timing: 2,340.425289 shares vested on 2025-01-01; 1,128.873771 vest on 2026-01-01 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (12/31/2024) | 17,515 shares; includes 13,206 held solely, 3,606 jointly with spouse, and 703 in IRA |
| Ownership as % of shares outstanding | Less than 1% (company notes directors/NEOs typically under 1%) |
| Unvested restricted shares | 3,469.299060 ($137,575 market value at $39.655) |
| Pledging/Hedging | Prohibited for executives and directors by policy |
| Insider selling pressure | Vesting cadence is front-loaded one-third immediate plus annual tranches; no Form 4 activity disclosed in proxy |
| Stock ownership guidelines | Not disclosed for executives in proxy |
Employment Terms
Key employment agreement economics and protections:
- Agreement term: 3-year initial, auto-extends annually to maintain rolling 3-year term unless 180-day notice given prior to anniversary .
- Good Reason termination: 2.99x agreed compensation and benefits paid over two years (monthly schedule specified in table) .
- Involuntary termination not for cause: $42,450 per month for 36 months (illustrative as of 12/31/2024) .
- Change-in-Control: Lump sum $1,528,217 plus continued benefits for two years; limited excise tax gross-up if necessary .
- Non-compete/Non-solicit: Restrictive covenants; SERP includes noncompete within 50 miles of Bank’s principal office with durations tied to retirement/separation status .
- SERP benefits: Bank credits $100,000 per year while employed; payout equals vested account balance (36 monthly installments pre-retirement; lump sum upon change in control); total example payout $559,751 (as modeled at 12/31/2024) .
- Supplemental life insurance: Executive eligible; indicative death benefit $621,300 in modeled scenarios .
Modeled potential payments as of 12/31/2024 (summary):
| Scenario | Severance | Health & Welfare | Accrued Leave | Restricted Stock Vesting | SERP |
|---|---|---|---|---|---|
| Involuntary Not For Cause | $42,450/month for 36 months | $54,869 | $53,766 | $137,575 | $559,751 (36 months) |
| Good Reason | $31,944/month | $82,304 | $53,766 | $137,575 | $559,751 |
| Change in Control | $1,528,217 lump sum | $82,304 | $53,766 | $137,575 | $559,751 lump sum |
Investment Implications
- Pay-for-performance alignment: Cash bonus drivers explicitly tie to adjusted net income and loan growth, with equity awards tethered to adjusted ROAE and strategic execution; vesting over 2024–2026 enhances retention and defers selling pressure .
- Retention risk mitigants: Rolling 3-year employment term, 2.99x Good Reason/change-in-control economics, and meaningful unvested equity/ SERP balances support stability; anti-hedging/pledging policy reduces misalignment risk .
- Governance considerations: Limited excise tax gross-ups in certain scenarios and a disclosed family relationship with a non-independent director warrant monitoring, though say-on-pay support was strong at 89.15% in 2024 .
- Execution track record context: Company delivered steady net income and ROAE in 2024 and completed Traditions Bancorp acquisition to expand scale; equity incentives linked to ROAE and strategic initiatives signal continued focus on profitable growth .