James P. Helt
About James P. Helt
James P. Helt, 58, is President & Chief Executive Officer of ACNB Corporation (since 2017) and CEO of ACNB Bank (since 2017), following service as President of ACNB Bank (since 2015) and EVP/Banking Services (2008–2015). He has served on the boards of ACNB Corporation (since 2017), ACNB Bank (since 2015), and ACNB Insurance Services, Inc. (director since 2016; chair since 2021), bringing 35+ years of financial services experience and deep company/market knowledge . Key recent performance markers under his leadership include 2024 net income of $31.8M (diluted EPS $3.73), ROAE 10.94%, organic loan growth 3.4%, a $0.12 dividend increase to $1.26 per share, and the strategic acquisition of Traditions Bancorp (closed Feb 1, 2025) with ~$2.0M merger costs in 2024 considered in assessing results . ACNB’s cumulative TSR (value of $100 invested 12/31/2020) was $181.84 at 12/31/2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACNB Corporation | President & Chief Executive Officer | 2017–Present | Leads corporate strategy and execution; long-term succession plan implementation . |
| ACNB Bank | Chief Executive Officer | 2017–Present | Bank leadership and performance oversight . |
| ACNB Bank | President | 2015–Present | Operational leadership; positioned bank for CEO transition . |
| ACNB Bank | EVP/Banking Services | 2008–2015 | Senior operating leadership prior to elevation to President . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| ACNB Insurance Services, Inc. | Director; Chair of the Board | Director since 2016; Chair since 2021 | ACNB subsidiary; board leadership of insurance arm . |
Fixed Compensation
- Target/maximum bonus opportunity: For 2023 performance, Helt’s maximum variable cash award opportunity was 65% of salary; maximum variable equity award opportunity was also 65% of salary .
Base salary (annual rate)
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary (Annual Rate) ($) | 546,000 | 572,645 |
Cash bonus actually paid (SCT basis)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Bonus Paid ($) | 114,250 | 341,250 | 335,310 |
Equity awards (grant-date fair value; SCT)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | 95,500 | 288,750 | 300,300 |
Notes:
- Per plan design, 2024 payouts reflect 2023 performance; equity and cash awards align to pre-set financial/strategic metrics and include clawback provisions .
Performance Compensation
2023 Variable Compensation Plan structure and outcomes (drives 2024 payouts)
Weighting and vesting
- Helt cash award weights: Net Income 63%; Loan Growth 27%; Individual goals 10% .
- Helt equity award weights: Adjusted ROAE 50%; Strategic Initiatives 50%; restricted stock vests 1/3 at grant, 1/3 on Jan 1, 2025, 1/3 on Jan 1, 2026 .
Plan metrics, targets, and results (2023 plan year)
| Metric | Threshold | Target | Maximum | Result | Notes |
|---|---|---|---|---|---|
| ACNB Corp Net Income ($M) | 26.2 | 29.1 | 36.5 | 31.68 GAAP; 35.16 adj. (non-GAAP) | 2023 securities repositioning loss excluded for adjusted results; committee also intends to exclude estimated income from repositioning in 2024 plan assessment . |
| ACNB Bank Loan Growth (%) | 3.45 | 3.83 | 4.25 | 5.70 | — |
| ACNB Corp ROAE (%) | 10.36 | 11.52 | 12.67 | 12.23 GAAP; 13.57 adj. (non-GAAP) | Used for equity awards weighting . |
| Strategic Initiatives (0–3) | 1 | 2 | 3 | 2 | Board-set rating scale. |
| Individual/Departmental Goals | Various | Various | Various | Various | Included for cash awards. |
2024 equity grant for 2023 performance (Helt)
| Grant Date | Shares Granted | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|
| Mar 15, 2024 | 8,511.904762 | 300,300 | 1/3 at grant; 1/3 on Jan 1, 2025; 1/3 on Jan 1, 2026 |
Outstanding and scheduled vesting (as of 12/31/2024)
| Unvested Shares | Market Value ($) at $39.655 | Vesting Schedule |
|---|---|---|
| 8,690.426456 | 344,619 | 5,835.12487 vest 1/1/2025; 2,837.301587 vest 1/1/2026 |
Clawback and risk mitigants
- Bonuses are subject to clawback and Excess Incentive Compensation Recovery Policy; no awards if certain safety/earnings triggers fail (e.g., NPAs <1.5%, minimum net income) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 34,823 shares (28,154 direct; 2,634 joint with spouse; 4,035 IRA) . |
| Shares outstanding (record date) | 10,542,731 shares (Mar 13, 2025) . |
| Ownership as % of outstanding | ~0.33% (34,823 / 10,542,731) . |
| Unvested restricted shares | 8,690.426456 (value $344,619 at $39.655) . |
| Options (exercisable / unexercisable) | None disclosed; recent practice is restricted stock (no option grants shown) . |
| Hedging/Pledging | Prohibited for directors and executive officers (no hedging; no margin or pledging) . |
| Ownership guidelines | Not disclosed. |
Insider selling/vesting supply watch
- Notable vesting dates and sizes: 5,835 shares on 1/1/2025 and 2,837 shares on 1/1/2026, which can create near-term supply if sold post-vesting; no pledging permitted per policy .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Initial 3-year term; auto-extends 1 year annually absent 180-day notice (rolling 3 years) . |
| Severance – Good Reason (non-CIC) | 2.99x agreed compensation; benefits for 2 years; limited excise tax gross-up if necessary . |
| Change-in-control (CIC) | 2.99x agreed compensation (lump sum); continued benefits for 2 years; limited gross-up if necessary . |
| Non-compete / Non-solicit | Restrictive covenants; competitive activities restricted in defined area; confidentiality . |
| Clawback | Bonuses subject to clawback policy . |
| Disability | Benefits plus 75% of compensation until return/65/death/end of term . |
Potential payouts if terminated on 12/31/2024 (illustrative, per Proxy)
| Scenario | Severance ($) | Health/Welfare ($) | Accrued Leave ($) | RSU Vesting ($) | SERP ($/yr) |
|---|---|---|---|---|---|
| Voluntary | 0 | 0 | 99,112 | 0 | 104,025 |
| Involuntary (not for cause) | 87,811 (36 mo) | 59,315 | 99,112 | 0 | 104,025 |
| Good Reason | 87,811 (36 mo) | 59,315 | 99,112 | 0 | 104,025 |
| Change in Control | 3,161,200 (lump) | 59,315 | 99,112 | 344,619 | 400,000 |
| Disability | 66,079/mo | 88,972 | 99,112 | 344,619 | 104,025 |
| Death | 0 | 0 | 99,112 | 344,619 | 400,000 |
Retirement and deferred benefits
- Pension (Defined Benefit Plan): Present value $327,982; 16.70 years credited service; no 2024 plan contributions; plan well-funded .
- SERP: Benefits accrue annually; for Helt, normal retirement annual benefit $400,000; other scenarios $104,025 annually, paid in monthly installments for at least 180 months/life; non-compete applies (generally within 50 miles) except after CIC .
- 401(k) safe harbor; 2024 employer match example: $13,800 for Helt (part of “All Other” comp) .
- Supplemental life and long-term care insurance provided; imputed income included in “All Other” comp .
Board Governance
- Roles: ACNB separates Chair and CEO; Chair is independent; CEO (Helt) implements strategy day-to-day .
- Board/Committee activity: 13 board meetings in 2024; 30 board/committee meetings total; all directors attended ≥75% and attended 2024 annual meeting .
- Committees: Only independent directors serve on Audit, Compensation, and Nominating; Helt serves on the Executive Committee (not on the independent committees) .
- Director compensation: Employee directors (incl. Helt) receive no pay for board service .
Director service history snapshot
| Board | Director Since |
|---|---|
| ACNB Corporation | 2017 . |
| ACNB Bank | 2015 . |
| ACNB Insurance Services, Inc. | 2016 (Chair since 2021) . |
Dual-role implications
- Helt is CEO and a director but not Chair; independent Chair and fully independent key committees mitigate independence/entrenchment concerns .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($000s) | 27,834 | 35,752 | 31,688 | 31,846 |
| ROAE (%) | 10.52 | 14.35 | 12.23 | 10.94 |
| TSR – $100 initial value | 129.70 | 170.08 | 197.72 | 181.84 |
Additional 2024 highlights: Organic loan growth of $54.9M (3.4%); dividend increased $0.12 to $1.26; Traditions Bancorp acquisition closed Feb 1, 2025; ~$2.0M merger-related expenses in 2024 considered in evaluating results .
Compensation Structure Analysis
- Mix shift: Equity and cash incentives increased meaningfully from 2022 to 2024 (Stock awards: $95.5k → $300.3k; Cash bonus: $114.3k → $335.3k), indicating higher at-risk pay aligned to multi-metric performance and retention via multi-year vesting .
- Metric rigor and discretion: Committee excluded a 2023 securities repositioning loss (and intends to exclude estimated 2024 income effects) in Plan assessments, highlighting use of non-GAAP adjustments to emphasize strategic repositioning impact while maintaining long-term value focus .
- Say-on-Pay support: 89.15% approval at 2024 annual meeting suggests strong shareholder alignment with compensation design .
Related Party Transactions and Red Flags
- Insider/related transactions: Insider and family loans on market terms in ordinary course; board oversight for non-banking related party transactions .
- CEO’s brother hire: Upon Traditions acquisition, ACNB Bank employed Christopher Helt (CEO’s brother) as SVP/Regional Commercial Lending Manager with $180,000 salary and sign-on/retention bonuses ($25,000 in 2025/2026/2027); 3.5-year term and severance of 1x comp under certain circumstances .
- Hedging/pledging: Prohibited—reduces misalignment risk .
- Gross-ups: Limited CIC gross-up language remains (shareholder-unfriendly, albeit limited) .
- Option repricing: No evidence; recent equity grants are restricted stock (no option awards disclosed) .
Compensation Peer Group and Benchmarking
- Methodology: Compensation Committee engaged Blanchard Consulting Group; used external salary surveys/education resources; peer data used for trends rather than strict benchmarking of elements .
- TSR peer group (disclosure): KBW Regional Banking Total Return Index used for pay-versus-performance peer TSR .
Say-on-Pay & Shareholder Feedback
| Year | Say-on-Pay Approval |
|---|---|
| 2024 | 89.15% approval (4,061,573 “For” of 4,555,882 votes cast) . |
Expertise & Qualifications
- Experience: 35+ years in financial services; long-tenured within ACNB; brings deep institutional and market knowledge .
- Audit/comp governance: Independent committees; CEO not on Audit/Comp/Nominating .
- CEO pay ratio: 26.38 to 1 (2024) .
Equity Ownership & Director Compensation (Board service details)
- Attendance: All directors attended ≥75% of 2024 meetings; 13 board meetings and 30 total board/committee meetings .
- Director pay structure: Employee directors (incl. Helt) are not paid for director service; non-employee structure includes retainers, meeting fees, and optional stock retainer elections .
Employment & Contracts (Severance/CIC Economics)
- Rolling 3-year employment agreement; Good Reason severance 2.99x; CIC 2.99x lump sum; benefits continuation; restricted stock vesting value example $344,619 at year-end 2024 (subject to retirement/CIC rules) .
Investment Implications
- Alignment and retention: Meaningful ongoing unvested RSUs (8,690 shares) with known vesting dates (Jan 1, 2025/2026) support retention but create potential post-vesting selling supply; anti-hedging/pledging policy reduces misalignment risk .
- Pay-for-performance: Multi-metric plan (Net Income, Loan Growth, ROAE, Strategic Initiatives) with clawback design ties incentives to core profitability/returns and strategic execution; committee discretion on one-time adjustments warrants monitoring for consistency in future years .
- CIC protection: 2.99x CIC multiple plus RSU vesting creates robust protection for CEO; supportive for strategic continuity through integration (Traditions) but increases potential transaction costs in downside scenarios .
- Governance: Independent Chair and fully independent key committees mitigate dual-role risks; strong 2024 Say-on-Pay support underpins investor confidence in pay practices .
- Execution record: 2024 stability in earnings/ROAE amid sector volatility, dividend growth, and accretive M&A positioning indicate balanced growth and capital return priorities under Helt’s tenure .
Overall, compensation structure and governance appear investor-aligned with defined metrics, clawbacks, and prohibited pledging, while limited gross-up language and use of non-GAAP adjustments merit continued scrutiny during integration and future plan years .