Emily E. Berwager
About Emily E. Berwager
Emily E. Berwager is Senior Vice President/Human Resources Manager of ACNB Bank (the primary bank subsidiary of ACNB Corporation). She is 47 years old and has served in this role since 2020, having previously served as Vice President of Talent and Culture at the Campbell Soup Company (formerly Snyder’s-Lance, Inc.) . An ACNB investor presentation identifies her as SVP, Chief Human Resources Officer, noting 26 years in human resources and 5 years at ACNB, underscoring deep human capital expertise in financial services and consumer goods environments . For context on performance alignment, ACNB’s cumulative TSR increased from $129.70 (base=$100 at 12/31/2020) in 2021 to $181.84 in 2024, with net income of $31.8 million and ROAE of 10.94% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACNB Bank | Senior Vice President/Human Resources Manager | 2020–Present | Executive HR leadership supporting compensation plan administration and talent strategy; attends Compensation Committee meetings by invitation (non-voting) . |
| ACNB (Investor Presentation designation) | SVP, Chief Human Resources Officer | — | Identified among experienced management; 26 years in HR; 5 years at ACNB (experience depth, retention focus) . |
| Campbell Soup Company (formerly Snyder’s-Lance, Inc.) | Vice President of Talent and Culture | — | Enterprise HR/talent leadership background prior to joining ACNB . |
External Roles
- No public company board or external directorships disclosed in the latest proxy; none cited in recent SEC filings reviewed .
Fixed Compensation
- Individual salary, target bonus, and perquisites for Ms. Berwager are not disclosed (she is not a Named Executive Officer in the proxy). ACNB sets base salaries competitively, considering market surveys, role scope, and performance; these principles apply enterprise-wide and anchor the Variable Compensation Plan that covers executives and employees .
Performance Compensation
The ACNB Bank Variable Compensation Plan provides annual cash and equity incentives tied to defined corporate financial metrics, strategic execution, and individual/department goals. While NEO weightings are disclosed, the plan’s performance architecture (triggers, targets, and results) is the same framework used enterprise-wide.
- 2023 plan activation triggers (for 2024 payouts): Non-performing assets <1.5%; ACNB Corp. net income ≥$22.3M; satisfactory individual performance rating .
- Metric design: Threshold/Target/Maximum goals; linear interpolation between levels; clawback applies via Excess Incentive Compensation Recovery Policy .
- 2024 equity awards for 2023 performance under the plan (NEOs): Restricted stock vesting 1/3 at grant (2024), 1/3 on Jan 1, 2025, 1/3 on Jan 1, 2026 (illustrates standard vesting cadence used in the plan) .
2023 plan goals and outcomes (for 2024 awards):
| Metric | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Actual |
|---|---|---|---|---|
| ACNB Corporation Net Income ($) | $26.2M | $29.1M | $36.5M | $31.68M GAAP / $35.16M non-GAAP (ex-securities loss) |
| ACNB Bank Loan Growth (%) | 3.45% | 3.83% | 4.25% | 5.70% |
| ACNB Corporation ROAE (%) | 10.36% | 11.52% | 12.67% | 12.23% GAAP / 13.57% non-GAAP |
| Strategic Initiatives (0–3 scale) | 1 | 2 | 3 | 2 |
Notes:
- One-time adjustment: 2023 results exclude after-tax loss from a December 2023 securities repositioning; the Committee judged it strategic with expected long-term benefit and excluded both the loss (2023) and estimated 2024 gains from the plan calculus .
- Clawback/Recovery: All bonuses are subject to clawback under ACNB’s policy .
Equity Ownership & Alignment
- Anti-hedging/pledging: Directors and executive officers are prohibited from hedging ACNB equity and from holding or pledging ACNB shares in margin accounts (enhances alignment) .
- Beneficial ownership: The proxy discloses ownership for directors and NEOs but does not provide an individual line for Ms. Berwager. As context, all directors/nominees/executive officers (21 persons) collectively held 302,406 shares (3.53% of outstanding) as of 12/31/2024 .
- Section 16 filings (selected recent for Ms. Berwager):
- Form 4, 01/04/2024 (filed as reporting person; details in filing)
- Form 5, 02/05/2024 (annual statement of changes in beneficial ownership)
- Form 4, 03/20/2024 (statement of changes in beneficial ownership; grant/transactions as reported)
Employment Terms
- Employment agreements, severance, and change-in-control details are disclosed for NEOs; no separate public employment agreement for Ms. Berwager is disclosed. Broadly, ACNB maintains:
- 2018 Omnibus Stock Incentive Plan enabling restricted stock and performance awards (used for executive equity; vesting often over multiple years) .
- 2023 Executive Supplemental Life Insurance Plan (split-dollar; two times base salary cap; five-year vesting with acceleration on death/disability/CIC) covering selected senior officers, intended for attraction/retention; participants are selected by the Plan Administrator (not all executives are necessarily participants) .
- 401(k) plan with safe harbor matching (100% of first 3%, plus 50% of next 2% of pay) available to employees after eligibility conditions .
- Group term life coverage (base formula enterprise-wide) .
- Insider policy: Insider trading policy in place; compliance emphasized .
Board Governance and Compensation Committee Context
- Ms. Berwager attends Compensation Committee meetings at the Committee’s invitation (non-voting) alongside the CEO; she does not participate in setting her own compensation .
- The Compensation Committee is fully independent and engages Blanchard Consulting Group for benchmarking and plan design; the committee considers shareholder feedback, with 89.15% Say-on-Pay approval in 2024 .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (positive alignment signal) .
- Plan allows one-time adjustments (e.g., 2023 securities repositioning) — Committee disclosed methodology and intends symmetric treatment (exclude 2024 gains) to preserve integrity; transparency mitigates concern but warrants monitoring as it affects pay/performance calculus .
- BOLI split-dollar plan with 5-year vesting for selected officers introduces a retention incentive; ensure clarity on participant selection and vesting schedules for covered executives (plan mechanics disclosed) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say-on-Pay support: 89.15% approval, indicating strong investor support for executive compensation design and practices .
Expertise & Qualifications
- 26 years in HR (per investor presentation), with leadership roles spanning HR strategy and culture in both banking and consumer sectors; prior VP of Talent and Culture at Campbell Soup Company (formerly Snyder’s-Lance) .
Investment Implications
- Pay-for-performance infrastructure, anti-hedging/pledging policy, and multi-year vesting of equity underpin alignment and reduce near-term selling pressure risk for covered executives. The split-dollar life plan adds a structured 5-year vesting retention lever for selected officers; while Ms. Berwager’s individual participation is not disclosed, the plan’s presence supports talent stability at the senior level . ACNB’s transparent treatment of one-time adjustments and solid Say-on-Pay support mitigate governance risk, but investors should monitor future use of adjustments in variable pay to ensure continued rigor and alignment with TSR and profitability outcomes .