James J. Lott

About James J. Lott

James J. Lott, age 62, is an independent director of ACNB Corporation and ACNB Bank, serving since 2007. He is President of Bonnie Brae Fruit Farms, Inc. (Gardners, PA), bringing agribusiness expertise and deep local market knowledge to the Board; the proxy highlights his guidance in understanding this key regional economic segment . The Board has affirmatively determined his independence, with no other transactions or relationships noted for Lott; ACNB’s bylaws include an age limit of 72 and require director stock ownership, which the Nominating Committee considers among core attributes .

Past Roles

External Roles

Board Governance

• Class and tenure: Director since 2007; nominated as a Class 1 director for election at the 2025 annual meeting; age 62 .
• Independence: Board-designated independent; no other transactions/relationships flagged for Lott; Board reviewed customary bank loans to directors and found no impairment of independence .
• Committees (2024): Audit Committee member (chair: Kimberly S. Chaney); Compensation Committee member (chair: Scott L. Kelley); Nominating Committee member (chair: Donna M. Newell) .
• Attendance: In 2024, Board met 13 times; Audit (5), Executive (4), Compensation (6), Nominating (2); each director attended at least 75% of combined Board and committee meetings and all attended the 2024 Annual Meeting .
• Board leadership context: Chair of the Board is Alan J. Stock; Vice Chairs include Todd L. Herring and Eugene J. Draganosky (added in 2025) .

Fixed Compensation

Compensation structure (effective July 1, 2024) for non-employee directors:

• $45,000 annual retainer; $860 per Board meeting; $540 per committee meeting .
• Chair fees: Audit $6,450; Compensation $6,450; Executive $4,300; Loan $4,300; Trust $2,690; Nominating $2,000; Board Chair $37,625; Vice Chair $10,750 .
• Optional education stipends and continuing education hourly allowance .
• Equity election: At the director’s election, 70% or 100% of retainer paid as ACNB common stock under the 2018 Omnibus Stock Incentive Plan, priced on the same quarterly date and price as the Dividend Reinvestment Plan .

Lott’s actual director compensation:

Notes:

• 2023 compensation framework (April 1, 2023): $24,725 annual retainer; director could elect 50% or 100% of retainer in stock via the Dividend Reinvestment and Stock Purchase Plan; Lott showed no stock awards in the 2023 table .
• 2024 shift increased the base retainer and raised the equity election to 70% or 100% under the 2018 Plan, with Lott recording $21,931 in stock awards for 2024 .

Performance Compensation

• No options, PSUs, performance-based cash bonuses, or director-specific performance metrics are disclosed for non-employee directors; equity arises from elected retainer stock awards rather than performance-linked grants .
• Compensation Committee interlocks: None; all members (including Lott) are independent outside directors .

Other Directorships & Interlocks

Expertise & Qualifications

• Agribusiness operator and small-business management experience; strong ties to Carroll County, MD and surrounding markets; offers guidance on a key local economic sector .
• Considered independent with no other related transactions; Nominating Committee emphasizes stock ownership, independence, time commitment, and complementary expertise in nominees .

Equity Ownership

Beneficial ownership as of December 31, 2024:

Additional notes:

• Group holdings (14 directors, 7 executive officers): 302,406 shares, 3.53% of outstanding .
• Section 16(a) compliance: All filing requirements complied with in 2023, except one late report for an executive (not Lott) .
• No pledging of shares is disclosed for Lott in the proxy; the document does not enumerate any pledging positions .

Governance Assessment

• Strengths:
  • Independent director across three core committees (Audit, Compensation, Nominating) with consistent attendance; full annual meeting participation in 2024 .
  • Meaningful share ownership (17,313 shares) alongside a program encouraging equity retainer elections, supporting alignment; bylaws and nominating criteria stress stock ownership for directors .
  • No related-party transactions flagged for Lott; Board reviewed customary banking transactions and affirmed independence .
• Watch items:
  • Compensation structure increased retainer levels in 2024 and introduced higher equity election parameters; year-over-year shift raised Lott’s total pay despite eliminating performance linkage (consistent with market practice for directors, but not performance-based) .
  • Beneficial ownership remains <1% of outstanding; while aligned, ownership is not a controlling or outsized stake .
• Shareholder sentiment context: Say-on-Pay approval was 89.15% at the 2024 annual meeting, signaling broad support for compensation policies and governance framework .

RED FLAGS: None disclosed specific to Lott—no attendance shortfalls (met ≥75%), no related-party transactions, no pledging, and no committee interlocks. Continue monitoring for changes in compensation mix, any loans or transactions beyond ordinary-course banking terms, and any future Section 16 issues .