Elizabeth F. Carson
About Elizabeth F. Carson
Elizabeth F. Carson, age 68, is an independent Class 2 director of ACNB Corporation and ACNB Bank, joining the Boards in February 2025 following ACNB’s acquisition of Traditions Bancorp, Inc. . Her credentials include more than 30 years in community and regional banking across HR leadership and multi‐county retail operations, retiring in 2011 as Senior Vice President, Retail Banking at M&T Bank; she also served as Lead Independent Director at Traditions Bancorp and Traditions Bank since 2015, bringing deep governance experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| M&T Bank | Senior Vice President, Retail Banking | Retired 2011 | Led broad regional retail network; senior leadership perspective |
| Allfirst Bank | Leadership roles | Not disclosed | Multi-year bank leadership experience |
| Dauphin Deposit | Leadership roles | Not disclosed | Community/regional banking expertise |
| Farmers Bank | Leadership roles | Not disclosed | HR and management breadth |
Ms. Carson’s career spanned a variety of leadership roles; specific dates for Allfirst/Dauphin Deposit/Farmers Bank were not disclosed .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Traditions Bancorp, Inc. | Lead Independent Director | 2015–Feb 1, 2025 | Governance leadership prior to ACNB’s acquisition |
| Traditions Bank | Lead Independent Director | 2015–Feb 1, 2025 | Oversight of community bank operations; board leadership |
| Various non-profits/community organizations | Board member | Not disclosed | Community engagement; specific entities not disclosed |
Board Governance
- Independence: The Board determined Ms. Carson is independent under SEC/Nasdaq standards; no other transactions/relationships affecting independence were noted .
- Committee assignment: Appointed to the Compensation Committee effective February 18, 2025; the committee is chaired by Scott L. Kelley and composed entirely of independent directors .
- Board leadership: ACNB separates Chair and CEO roles; the Chair (Alan J. Stock) is independent under SEC/Nasdaq standards .
- Meetings/attendance: In 2024, the Board met 13 times and committees met 17 times (30 total). Each director attended at least 75% of combined Board/committee meetings for their memberships; all directors attended the 2024 Annual Meeting, and the Board expected full attendance in 2025 .
- Anti-hedging/pledging: Directors/officers are prohibited from hedging ACNB securities and from holding or pledging ACNB securities in margin accounts .
Fixed Compensation
Non-employee director compensation (paid by ACNB Bank; effective July 1, 2024):
| Component | Amount |
|---|---|
| Annual cash retainer | $45,000 |
| Per Board meeting | $860 |
| Per committee meeting | $540 |
| Audit Committee chair | $6,450 annual |
| Compensation Committee chair | $6,450 annual |
| Executive Committee chair | $4,300 annual |
| Loan Committee chair | $4,300 annual |
| Trust Committee chair | $2,690 annual |
| Nominating Committee chair | $2,000 annual |
| Chairman of the Board | $37,625 annual |
| Vice Chairman of the Board | $10,750 annual |
| Board Strategic Specialist | $752.50 per quarter |
| Education allowances | $800 half-day; $1,600 full-day; expenses as applicable |
| Continuing education (preapproved) | $135/hour |
| ACNB Insurance Services, Inc. board meetings | $800 per meeting (for directors serving on AIS board) |
Additional programs:
- Director Deferred Fee Plan: Directors may defer up to 100% of director income; 2024 participants included Chaney, Elsner, Herring, Kelley, Lott, Newell, Stock (no disclosure of Carson’s participation) .
- Supplemental Life Insurance Plan: $250,000 benefit for participating directors (imputed income taxable); currently insures nine directors .
- Long-Term Care Insurance: Provided to participating directors; currently insures eight directors .
Performance Compensation
- Equity retainer election: Directors may elect 70% or 100% of annual retainer to be paid in ACNB common stock under the 2018 Omnibus Stock Incentive Plan; equity retainer paid quarterly at the same per-share price as the Dividend Reinvestment Plan .
- Variable Compensation Plan: Non-employee directors were eligible to participate; however, no Variable Compensation Plan awards were granted to non-employee directors in 2024 .
| Performance Program | 2024 Director Participation/Outcome |
|---|---|
| Variable Compensation Plan awards to non-employee directors | None granted |
| Equity retainer (stock in lieu of cash) | Allowed; 70% or 100% election; paid quarterly at DRIP price |
Other Directorships & Interlocks
- Public company directorships disclosed: None besides Traditions Bancorp/Traditions Bank (pre-acquisition; not specified as public) .
- Interlocks: Transition from Lead Independent Director at Traditions to ACNB director coincides with ACNB’s acquisition of Traditions Bancorp effective February 1, 2025; no related-party concerns disclosed for Carson .
- Compensation Committee interlocks: ACNB disclosed no Compensation Committee interlocks; members at any time in 2024 were independent outside directors (Carson added to the committee in 2025) .
Expertise & Qualifications
- Banking/operations: Over 30 years across community/regional banks; leadership of HR functions and large retail branch networks across Pennsylvania and Maryland .
- Board governance: Lead Independent Director experience (Traditions Bancorp/Traditions Bank), extensive prior board service, and community non-profit board roles .
- Independence: Determined independent; no other relationships/transactions impairing independence .
- Audit committee financial expert designation: Not designated; ACNB’s audit committee financial experts are Kimberly S. Chaney and Daniel W. Potts .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Beneficial ownership (Dec 31, 2024) | 0 shares | Not yet a director; joined Feb 2025 |
| Shares acquired via share exchange | 12,069 shares on Feb 1, 2025 | From Traditions Bancorp share exchange at acquisition close |
| Shares outstanding (record date) | 10,542,731 (Mar 13, 2025) | Used for ownership context |
| Ownership as % of outstanding (pro forma) | ~0.11% (12,069 / 10,542,731) | Derived from disclosed figures |
| Hedging/pledging | Prohibited for directors/officers | Alignment policy |
Governance Assessment
- Committee assignment/engagement: Immediate placement on the Compensation Committee post-acquisition signals ACNB’s intent to leverage Ms. Carson’s governance experience; the committee is independent and met six times in 2024 .
- Independence and conflicts: Explicitly independent with “None” listed for other transactions/relationships; no related-person transactions disclosed involving Ms. Carson, supporting investor confidence .
- Ownership alignment: 12,069 shares received in the acquisition enhance alignment; ACNB’s anti-hedging/pledging policy further reinforces long-term orientation .
- Director pay structure: Predominantly fixed cash with optional equity retainer elections; no performance-plan awards to non-employee directors in 2024, limiting pay-for-performance signals at the director level .
RED FLAGS: None disclosed specific to Ms. Carson (no related-party transactions, pledging prohibited, independence affirmed) .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 89.15% of votes cast approved executive compensation .
- 2025 annual meeting results: Say-on-pay For 5,566,114; Against 384,377; Abstain 168,662; broker non-votes 1,734,244, indicating continued broad support .
Director Compensation (Context—2024 totals for continuing directors)
| Director | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Kimberly S. Chaney | 51,931 | 21,931 | 430 | 73,862 |
| Frank Elsner, III | 50,522 | 21,931 | 667 | 72,453 |
| Todd L. Herring | 38,744 | 34,863 | 430 | 73,607 |
| Scott L. Kelley | 56,337 | 21,931 | 2,026 | 78,268 |
| James J. Lott | 46,291 | 21,931 | 405 | 68,222 |
| Donna M. Newell | 34,570 | 21,931 | 406 | 56,501 |
| Daniel W. Potts | 40,166 | 21,931 | 1,864 | 62,097 |
| D. Arthur Seibel, Jr. | 45,999 | 21,931 | 597 | 67,930 |
| Alan J. Stock | 79,027 | 34,863 | 968 | 113,890 |
Ms. Carson joined the Board in February 2025; her individual 2024 director compensation totals were not applicable and not disclosed .
Other Notes
- Board size: 14 directors as of March 13, 2025 .
- Annual meeting votes (May 6, 2025): Election of Class 1 directors—vote totals reported per nominee; ratification of auditor passed decisively .
- Traditions acquisition closed: Effective February 1, 2025, providing context for director additions and share exchanges .