Eugene J. Draganosky
About Eugene J. Draganosky
Eugene J. Draganosky, age 61, is Second Vice Chair of the Board of ACNB Corporation and ACNB Bank and has served on both boards since February 2025; he brings nearly 40 years of banking, lending, and leadership experience, including as CEO and Chair of Traditions Bancorp, Inc. and Traditions Bank prior to ACNB’s acquisition of Traditions . Under ACNB’s independence standards, he is not independent due to compensation and benefits received in connection with his separation and non-competition agreement at closing of the Traditions acquisition . His deep market ties in York County, Pennsylvania and multi-decade credit/lending expertise are cited by ACNB as beneficial to the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Traditions Bancorp, Inc. / Traditions Bank | CEO & Chair of the Board | CEO since 2017; Chair until ACNB acquisition (Feb 1, 2025) | Led the institution until acquisition; strategic leadership noted by ACNB . |
| Traditions Bank | President | 2015 | Progression to CEO underscores leadership trajectory . |
| Traditions Bank | Chief Credit Officer | 2008 | Core credit risk and lending expertise . |
| CoreStates, First Union, Commerce, Waypoint, Sovereign banks | Various leadership roles | Prior to 2008 | Broad regional/community banking leadership background . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community boards/committees (various) | Member | Not specified | ACNB notes extensive past/current community board service (details not itemized) . |
Board Governance
- Board structure and size: ACNB’s Board comprises 14 members; only independent directors serve on Audit, Compensation, and Nominating Committees .
- Independence: Draganosky is not independent due to compensation/benefits under his separation and non-compete agreement upon ACNB’s acquisition of Traditions (see Related Party Transactions) .
- Role: Second Vice Chair of the Board (ACNB Corporation and ACNB Bank) .
- Committee assignments: Not disclosed for Draganosky in the proxy; per ACNB policy, he is not eligible to serve on the Audit, Compensation, or Nominating Committees while non-independent .
- Attendance framework: In 2024 the Board met 13 times, each director attended at least 75% of combined Board/committee meetings, and all directors attended the 2024 annual meeting; expectations extend to 2025. Draganosky joined in 2025, so 2024 attendance data does not apply to him .
Fixed Compensation
Directors’ standard compensation (since July 1, 2024) paid by ACNB Bank for services to the Corporation and Bank:
| Component | Amount |
|---|---|
| Annual retainer (non-employee directors) | $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 stipend | $37,625 annually |
| Vice Chairman stipend | $10,750 annually |
| Board Strategic Specialist | $752.50 per quarter |
| ACNB Insurance Services board meeting fee | $800 per meeting |
| Education allowances (seminar/webinar) | $800 half-day / $1,600 full-day; $135/hr webinars, with preapproval |
| Retainer paid in stock (director election) | 70% or 100% of retainer in ACNB stock quarterly under 2018 Omnibus Plan |
Other director benefits:
- Director Deferred Fee Plan (optional deferral of director income; interest funded by BOLI) .
- Supplemental life insurance and long-term care insurance for eligible directors (BOLI-funded; imputed income taxable) .
Performance Compensation
- Variable Compensation Plan (VCP) participation for directors: Permitted since 2018; no VCP awards were granted to non-employee directors in 2024 .
- Clawbacks: All bonuses subject to clawback and Excess Incentive Compensation Recovery Policy Statement .
2023 Variable Compensation Plan performance framework (applies to 2024 awards; program primarily for executives but indicates corporate pay-for-performance design):
| Factor | Rationale | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Result |
|---|---|---|---|---|---|
| ACNB Corporation Net Income | Incentivizes overall financial performance | $26.2M | $29.1M | $36.5M | $35.16M (non-GAAP) / $31.68M (GAAP) |
| ACNB Bank Loan Growth | Drives portfolio growth and income | 3.45% | 3.83% | 4.25% | 5.70% |
| ACNB Corporation ROAE | Links pay to capital efficiency | 10.36% | 11.52% | 12.67% | 13.57% (non-GAAP) / 12.23% (GAAP) |
| Strategic Initiatives (0–3) | Execution of Board-approved strategic plan | 1 | 2 | 3 | 2 |
Say-on-Pay context: 2024 advisory approval was 89.15% (4,061,573 for of 4,555,882 votes) .
Other Directorships & Interlocks
| Individual | Connection | Notes |
|---|---|---|
| Eugene J. Draganosky | Former CEO & Chair, Traditions Bancorp/Traditions Bank | Joined ACNB boards Feb 2025 post-acquisition . |
| Elizabeth F. Carson | Former Lead Independent Director, Traditions Bancorp/Traditions Bank | Joined ACNB boards Feb 2025 . |
| John M. Polli | Founding director, Traditions | Joined ACNB boards Feb 2025; appointed to Audit Committee Feb 18, 2025 . |
These shared Traditions affiliations reflect integration of acquired leadership and may yield beneficial information flow; independence is assessed individually under ACNB policy .
Expertise & Qualifications
- Nearly 40 years in banking with leadership posts across community and regional banks; strong credit/lending and market development background .
- Deep ties in York County market; prior progression from Chief Credit Officer to President to CEO at Traditions underscores operating and risk oversight credentials .
Equity Ownership
| Holder | Shares Beneficially Owned | Date/Context | % of Outstanding | Notes |
|---|---|---|---|---|
| Eugene J. Draganosky | 0 (as of Dec 31, 2024) | Year-end 2024 | — | Not on ACNB board in 2024 . |
| Eugene J. Draganosky | 12,436 shares | Acquired Feb 1, 2025 via Traditions share exchange | ~0.12% (12,436 / 10,542,731) | Shares outstanding 10,542,731 as of Mar 13, 2025 . Anti-hedging/pledging policy prohibits pledging/hedging by directors . |
No RSUs/options are disclosed for directors; retainer can be taken in stock under the 2018 Omnibus Plan .
Related Party Transactions and Conflicts
- Separation and Non-Competition Agreement: At ACNB’s acquisition of Traditions (effective Feb 1, 2025), Draganosky received a lump-sum separation payment of $1,373,500 and maintenance of at least $800,000 in split-dollar BOLI for at least 3 years; he agreed to non-competition and non-solicitation restrictions for 18 months. This compensation rendered him non-independent under ACNB and Nasdaq/SEC standards .
- General related party oversight: Non-banking related party transactions >$50,000 require prior Board approval; quarterly reporting to Audit Committee of related party transactions occurs; lending relationships to directors are on market terms and deemed normal risk .
Risk Indicators & RED FLAGS
- Non-independence: Draganosky is currently a non-independent director due to separation/benefits tied to the acquisition, limiting eligibility for key oversight committees (Audit/Comp/Nominating) and potentially affecting investor perceptions of board independence .
- Acquisition integration interlocks: Multiple former Traditions leaders now on ACNB’s Board (Carson, Polli, Draganosky); while beneficial for local expertise, investors should monitor for related-party exposure and independence safeguards .
- Anti-hedging/pledging policy mitigant: ACNB prohibits director hedging and pledging, reducing alignment risk from collateralized shares .
Governance Assessment
- Board effectiveness: Draganosky adds seasoned banking and credit leadership and regional market depth, aligning with ACNB’s strategic expansion into York County following the Traditions acquisition .
- Independence/committee impact: His non-independent status precludes service on Audit, Compensation, and Nominating, concentrating his contribution in full Board deliberations and vice chair leadership rather than committee oversight .
- Pay and alignment: Directors can elect stock for retainers, and ACNB maintains clawback and anti-hedging/pledging policies; combined with beneficial ownership from the acquisition, alignment is reasonable, though not performance-linked at the director level (no 2024 VCP awards to directors) .
- Shareholder confidence signals: Strong 2024 say-on-pay support (89.15%) and transparent disclosure of related-party terms provide governance clarity; nevertheless, the sizable separation payment and BOLI benefit necessitate clear recusal practices and continued monitoring of independence posture .