Frank Elsner, III
About Frank Elsner, III
Independent Class 3 Director of ACNB Corporation since 2002; age 64 as of March 13, 2025. Former ACNB Board Chair (2013–Feb 15, 2020) and Vice Chair (2007–2013); Vice Chair of ACNB Insurance Services, Inc. Board since 2013. Owner & Managing Director of ODT Global, LLC (Hanover, PA); retired in 2012 as President, Chief Executive Officer & Treasurer of Elsner Engineering Works, Inc., with deep international operations and strategic planning experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ACNB Corporation | Chair of the Board | 2013–Feb 15, 2020 | Led Board; oversaw governance framework |
| ACNB Corporation | Vice Chair | 2007–2013 | Board leadership and succession |
| ACNB Insurance Services, Inc. | Vice Chair, Director | Vice Chair since 2013; Director since 2012 | Insurance subsidiary governance |
| ODT Global, LLC | Owner & Managing Director | Current | Product/material handling solutions; cross-cultural operations |
| Elsner Engineering Works, Inc. | President, CEO & Treasurer | Retired 2012 | International management; financial, sales/marketing, strategic planning |
| ACNB Corporation | Director | Since 2002 | Long-tenured independent director |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ODT Global, LLC (private) | Owner & Managing Director | Current | Hanover, PA; systems integrator/distributor |
No other public company directorships disclosed; no interlocks identified beyond ACNB affiliates .
Board Governance
- Committee memberships: Compensation Committee member; committee chaired by Scott L. Kelley; all members independent; met 6 times in 2024 .
- Not on Audit, Executive, or Nominating Committees per 2024 rosters .
- Independence: Board determined Elsner is independent; no other transactions/relationships affecting independence .
- Attendance: Board met 13 times in 2024; each director attended at least 75% of combined Board/committee meetings; all directors attended the 2024 Annual Meeting. Thirty total Board/committee meetings held in 2024 .
- Leadership structure: Independent Chair separate from CEO; Chair is Alan J. Stock .
Fixed Compensation
- Director compensation structure (since July 1, 2024): $45,000 annual retainer; $860 per Board meeting; $540 per committee meeting; committee chair fees (Audit $6,450; Compensation $6,450; Executive $4,300; Loan $4,300; Trust $2,690; Nominating $2,000); Chairman $37,625; Vice Chairman $10,750; quarterly Board Strategic Specialist stipend $752.50; seminar allowances; $135/hr approved continuing education. Directors may elect 70% or 100% of the annual retainer in ACNB common stock under the 2018 Omnibus Stock Incentive Plan (paid quarterly at DRIP price). ACNB Insurance Services board meeting fee: $800 per meeting .
2024 Non-Employee Director Compensation – Frank Elsner, III
| Item | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $50,522 |
| Stock Awards | $21,931 |
| All Other Compensation (supplemental life insurance imputed income) | $667 |
| Total | $72,453 |
- Deferred Fee Plan: Elsner participated in ACNB Bank’s Director Deferred Fee Plan (est. 2001); directors may defer up to 100% of income; interest credited; plan funded by BOLI .
- Supplemental benefits: Director supplemental life insurance ($250,000 benefit; imputed income taxable) and long-term care insurance offered; program insures nine and eight directors, respectively .
Performance Compensation
- Variable Compensation Plan access: Directors are eligible to participate under the same terms as employees to align interests; however, no Variable Compensation Plan awards were granted to non‑employee directors in 2024 .
- Equity retainer: At director’s election, 70% or 100% of annual retainer paid in ACNB stock via the 2018 Omnibus Stock Incentive Plan (quarterly, DRIP price) .
- Options/PSUs/RSUs: Director compensation uses stock awards under the Omnibus plan; no option awards disclosed for directors in 2024 .
Performance Metrics Table (Director-specific, 2024)
| Metric | Status |
|---|---|
| Variable cash/equity awards tied to performance | None granted to non‑employee directors in 2024 |
Other Directorships & Interlocks
| Company | Public? | Role | Interlocks/Notes |
|---|---|---|---|
| ACNB Insurance Services, Inc. | Private (subsidiary) | Director; Vice Chair | Affiliate oversight; not a public issuer |
- Compensation Committee interlocks: None; all Compensation Committee members independent and non‑employees .
Expertise & Qualifications
- Extensive management experience with international operations; skills in cross‑cultural communications, financial management, sales/marketing, and strategic planning .
- Long-tenured governance background (ACNB Board since 2002), former Chair and Vice Chair indicating deep engagement with ACNB’s strategy and oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Breakdown | % of Shares Outstanding |
|---|---|---|---|
| Frank Elsner, III | 27,150 | 8,096 sole; 14,301 joint with spouse; 3,753 IRA | ~0.26% (27,150 ÷ 10,542,731 shares outstanding) |
- Anti‑hedging/pledging: Directors and executive officers are prohibited from hedging ACNB equity and from holding or pledging ACNB equity in margin accounts .
- Section 16 compliance: All required filings made timely in 2024 .
Governance Assessment
- Board effectiveness: Elsner contributes long-tenured institutional knowledge (since 2002), prior Board chairmanship, and serves on the independent Compensation Committee, which met 6 times in 2024—supporting robust pay oversight .
- Independence & attendance: Formally independent with no related-party relationships noted; attendance at minimum 75% threshold and presence at Annual Meeting enhance confidence in engagement .
- Ownership alignment: Material personal stake of 27,150 shares; anti‑hedging/pledging policy strengthens alignment; ability to take retainer in stock further ties compensation to shareholder outcomes .
- Pay structure signals: Director pay mixes cash with equity via elective stock retainer; participation allowed in Variable Compensation Plan, but no performance awards to non‑employee directors in 2024—limits risk of misaligned incentives for directors .
- Shareholder sentiment: 2024 Say‑on‑Pay approval of 89.15% indicates broad investor support for ACNB’s compensation governance framework .
- Conflicts/related-party exposure: No specific related-party transactions involving Elsner disclosed; ACNB’s related-party policy requires Board approval for non‑banking transactions >$50,000 and quarterly Audit Committee reports—reducing conflict risk .
- RED FLAGS: None observed for Elsner—no hedging/pledging; no attendance issues; no disclosed related‑party transactions or interlocks. Monitor ongoing lending relationships (ordinary-course at market terms) and any future changes in committee roles or compensation practices .