Jason H. Weber
About Jason H. Weber
Executive Vice President/Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank since 2022; age 50 as of March 13, 2025. Previously CFO of Atlantic Community Bankers Bank (from June 2020) and before that Director of Corporate Development and FP&A at Fulton Financial Corporation. He signs ACNB’s SOX 302 certifications. ACNB delivered 2024 net income of $31.8M (vs. $31.7M 2023) and ROAE of 10.94% (vs. 12.23% 2023) while announcing and closing the Traditions Bancorp acquisition (announced July 2024; closed Feb 1, 2025). These outcomes, plus merger costs of ~$2.0M in 2024, frame the compensation/performance context for NEO payouts.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACNB Corporation / ACNB Bank | EVP/Treasurer & Chief Financial Officer | 2022–Present | Senior finance leader during balance sheet repositioning (2023) and Traditions Bancorp acquisition, closed Feb 1, 2025 |
| Atlantic Community Bankers Bank | EVP & Chief Financial Officer | Jun 2020–2022 | Regional bank CFO experience prior to ACNB |
| Fulton Financial Corporation | Director, Corporate Development & FP&A | Prior to Jun 2020 | Corporate development and planning experience at a larger regional bank |
Fixed Compensation
- 2024 Summary Compensation (NEO table)
| Component (USD) | 2024 |
|---|---|
| Salary | $337,685 |
| Bonus (Cash Incentive Paid) | $144,325 |
| Stock Awards (Grant-date FV) | $131,040 |
| Change in Pension/Nonqualified Deferred Comp | $30,460 |
| All Other Compensation | $26,755 |
| Total | $670,264 |
- Base Salary Progression
| Executive | 2023 Base Salary | 2024 Base Salary | YoY Change |
|---|---|---|---|
| Jason H. Weber | $327,600 | $341,400 | 4.2% |
Performance Compensation
- Plan Structure and Triggers
| Feature | Details |
|---|---|
| Plan design | ACNB Bank Variable Compensation Plan governs both cash and equity awards; prospective design with defined payout formula; clawback applies |
| 2023 plan activation thresholds (for 2024 payouts) | Bank NPA < 1.5%; ACNB Corp minimum net income ≥ $22.3M; satisfactory performance evaluation |
| Interpolation | Ratable, straight-line interpolation between threshold/target/maximum; zero below threshold |
| Clawback | All bonuses subject to clawback and ACNB’s Excess Incentive Compensation Recovery Policy |
- 2024 Cash Awards (for 2023 performance)
| Metric | Weighting (Other NEOs) | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Result |
|---|---|---|---|---|---|
| Adjusted Net Income (Non‑GAAP) | 52.5% | $26.2M | $29.1M | $36.5M | $35.16M (Adj); $31.68M (GAAP) |
| Loan Growth (Bank) | 22.5% | 3.45% | 3.83% | 4.25% | 5.70% |
| Individual/Department Goals | 25.0% | Various | Various | Various | Various |
- 2024 Equity Awards (for 2023 performance)
| Metric | Weighting | Vesting | Grant Mechanics |
|---|---|---|---|
| Adjusted ROAE | 50% | RS vest 1/3 on grant (Mar 15, 2024), 1/3 on Jan 1, 2025, 1/3 on Jan 1, 2026 | Dollar value converted to shares using DRIP price for 1Q24 |
| Execution on Strategic Initiatives | 50% | Same as above | Same as above |
- 2024 Grants to Weber (equity)
| Grant Date | Shares | Grant-date Fair Value |
|---|---|---|
| Mar 15, 2024 | 3,714.285714 | $131,040 |
- One-time adjustments used in 2023 metric assessment: Excluded after-tax securities loss of $3.48M from 2023 results due to securities repositioning; Adjusted Net Income $35.16M and Adjusted ROAE 13.57% vs GAAP $31.68M and 12.23% .
Equity Ownership & Alignment
- Beneficial Ownership and Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership (Dec 31, 2024) | 6,587 shares |
| Shares outstanding (record date for 2025 meeting) | 10,542,731 |
| Ownership as % of shares outstanding | ≈0.06% (6,587 / 10,542,731) |
| Hedging/Pledging policy | Execs prohibited from hedging and from holding/pledging shares in margin accounts |
| Option holdings | Company practice favors restricted stock; outstanding awards table lists restricted shares, not options |
- Outstanding and Unvested Equity (as of Dec 31, 2024)
| Metric | Amount |
|---|---|
| Unvested restricted shares | 3,792.186089 |
| Market value of unvested (at $39.655) | $150,379 |
- Vesting Schedule (Weber)
| Tranche | Shares | Vest Date |
|---|---|---|
| Tranche 1 | 2,554.090851 (vested) | Jan 1, 2025 |
| Tranche 2 | 1,238.095238 | Jan 1, 2026 |
Note: Beginning with 2023 awards, upon qualified retirement, shares are not forfeited, and vesting continues per schedule (no acceleration) .
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | Amended & Restated Employment Agreement dated Oct 5, 2022; initial 3-year term; auto-renews 1 year annually unless 180-day notice |
| Severance (Good Reason or Involuntary Not For Cause) | 2.0x agreed compensation and benefits for two years (Weber) |
| Change-in-Control (double-trigger) | Lump sum 2.0x agreed compensation; continued benefits 2 years; limited gross-up if necessary |
| Non-compete/Non-solicit | Employment agreements contain restrictive covenants precluding competitive activities and protecting proprietary information |
| Clawback | Bonuses subject to clawback and Excess Incentive Compensation Recovery policy |
| SERP (Weber) | Normal retirement: $157,500; other terminations typically $10,084 annually, paid monthly for ≥180 months or life; amount varies by separation scenario |
| Supplemental Executive Life Insurance | Death benefit $682,800 (separation table) |
| Health & Welfare continuity | Example amounts in separation table: $22,578 or $33,866 depending on scenario |
| Accrued leave | $13,131 in separation table |
- Illustrative Potential Payments (from separation table, as of Dec 31, 2024)
| Scenario | Severance | Equity | SERP | Health/Welfare | Accrued Leave |
|---|---|---|---|---|---|
| Involuntary Not For Cause | $43,058 (over 24 months) | $0 | $10,084/yr | $22,578 | $13,131 |
| Voluntary for Good Reason | $43,058 (over 24 months) | $0 | $10,084/yr | $22,578 | $13,131 |
| Change in Control | $1,033,391 (lump sum) | $150,379 | $157,500 | $33,866 | $13,131 |
| Disability | $32,293/mo | $150,379 | $10,084/yr | $33,866 | $13,131 |
| Death | $0 | $150,379 | $157,500 | $0 | $13,131 |
Investment Implications
- Pay-for-performance linkage appears intact: cash incentives for non-PEO NEOs like Weber are weighted to Adjusted Net Income (52.5%) and Loan Growth (22.5%), with equity tied 50/50 to Adjusted ROAE and Strategic Initiatives; 2023 results exceeded loan growth targets and were near the upper end of adjusted net income targets after permissible one-time adjustments, supporting the 2024 bonus and RSU awards paid to Weber.
- Vesting cadence may create periodic liquidity windows: Weber had 2,554 shares vest on Jan 1, 2025 and 1,238 shares vest on Jan 1, 2026; while Form 4 activity is not assessed here, these dates can contribute to potential insider selling pressure around open trading windows. Hedging/pledging prohibitions mitigate misalignment risk.
- Retention risk appears moderate: evergreen 3‑year employment term, 2x CIC multiple with continued benefits, and ongoing SERP benefits provide meaningful retention economics; clawback provisions and no option repricing policy features support governance discipline.
- Ownership alignment is present but modest: Weber beneficially owns 6,587 shares (~0.06% of outstanding), with additional unvested RS improving alignment; absence of pledging and use of time‑vest RS over options reduces risk-taking bias.
- Execution context: As CFO, Weber operated through 2023 portfolio repositioning and 2024–2025 M&A, with 2024 net income stable YoY and ROAE down YoY due partly to ~$2.0M merger costs, suggesting disciplined capital actions with near‑term integration drag but potential longer‑term scale benefits.