John M. Polli
About John M. Polli
John M. Polli, age 60, joined the Boards of ACNB Corporation and ACNB Bank in February 2025. He is President & CEO of Reliance Student Transportation, LLC (York, PA) and was a founding director of Traditions Bank and Traditions Bancorp, Inc. since 2002. Polli brings nearly 40 years of business experience spanning public accounting and operating/ownership roles in transportation, real estate, and insurance. The Board classifies him as an independent director under SEC/Nasdaq standards, with no noted related transactions; he was appointed to the ACNB Audit Committee effective February 18, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Traditions Bank / Traditions Bancorp, Inc. | Founding Director | 2002–2025 (ACNB acquisition closed Feb 1, 2025) | Founding board member; extensive prior board service cited in ACNB biography |
| Public accounting; operating roles across transportation, real estate, insurance | Various (public accountant; owner/manager/advisor) | ~40 years | Financial and business acumen cited as core credentials |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Reliance Student Transportation, LLC | President & CEO | Current | York, Pennsylvania; private company |
| Other public company directorships | — | None disclosed | No other public boards listed in ACNB proxy |
Board Governance
| Item | Detail |
|---|---|
| Board class/tenure | Class 3 director; ACNB director since 2025 |
| Independence | Independent; no other transactions/arrangements noted |
| Committee assignments | Audit Committee member (effective Feb 18, 2025) |
| Committee chair roles | None disclosed for Polli |
| Attendance | Board disclosed all 2024 directors met ≥75% attendance; all directors attended 2024 Annual Meeting; Polli appointed in 2025 (post-period) |
| 2025 shareholder support (context) | Say‑on‑Pay: For 5,566,114; Against 384,377; Abstain 168,662; Auditor ratification: For 7,716,849; Against 69,956; Abstain 66,593 |
Fixed Compensation
| Element | Amount/Terms |
|---|---|
| Annual retainer (non‑employee directors) | $45,000 |
| Board meeting fee | $860 per Board meeting |
| Committee meeting fee | $540 per committee meeting |
| Chair retainers | Audit Chair $6,450; Compensation Chair $6,450; Executive Chair $4,300; Loan Chair $4,300; Trust Chair $2,690; Nominating Chair $2,000 |
| Board leadership retainers | Chairman $37,625; Vice Chair $10,750 |
| Equity in lieu of retainer | At director’s election, 70% or 100% of retainer paid in ACNB common stock quarterly under 2018 Omnibus Plan, priced at Dividend Reinvestment Plan rate |
| Director supplemental programs | Director Deferred Fee Plan (up to 100% deferral; BOLI‑funded interest), supplemental life insurance ($250,000 benefit, vesting conditions), long‑term care insurance (monthly $4,000 base benefit) |
Note: 2024 director compensation table reflects incumbents during 2024; Polli joined in 2025. Structure above applies to non‑employee directors since July 1, 2024 .
Performance Compensation
| Plan/Metric | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Result |
|---|---|---|---|---|
| ACNB Corporation Net Income (Non‑GAAP/GAAP) | $26.2M | $29.1M | $36.5M | $35.16M (Non‑GAAP) / $31.68M (GAAP) |
| ACNB Bank Loan Growth | 3.45% | 3.83% | 4.25% | 5.70% |
| ACNB Corporation ROAE (Non‑GAAP/GAAP) | 10.36% | 11.52% | 12.67% | 13.57% (Non‑GAAP) / 12.23% (GAAP) |
| Strategic Initiatives (0–3 scale) | 1 | 2 | 3 | 2 |
- Clawbacks: All bonuses subject to clawback under the Corporation’s Excess Incentive Compensation Recovery Policy; Committee may adjust metrics for one‑time items (e.g., 2023 securities repositioning loss) .
- Director participation: Directors are eligible to participate under the Variable Compensation Plan terms; no awards were granted to non‑employee directors in 2024 .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None disclosed beyond ACNB |
| Prior public company boards | Founding director, Traditions Bancorp, Inc. (pre‑acquisition) |
| Committee interlocks | None (company‑wide disclosure) |
Expertise & Qualifications
- Nearly 40 years across public accounting and operating/ownership in transportation, real estate, and insurance; strong financial and business acumen and extensive prior board service .
- Deep local market ties (York County) through Reliance Student Transportation and Traditions legacy network; adds community and operator perspective to ACNB’s regional footprint .
Equity Ownership
| As‑of Date | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Dec 31, 2024 | 0 | — | Polli became a director on Feb 1, 2025 |
| Feb 1, 2025 | 34,625 | — | Acquired via share exchange upon ACNB’s acquisition of Traditions Bancorp, Inc. |
- Anti‑hedging/pledging: Directors and executive officers are prohibited from hedging ACNB equity and from holding/pledging ACNB equity in margin accounts or as collateral .
- Section 16 compliance: Company reported timely compliance for 2024 filers; Polli joined in 2025 (post‑period) .
Governance Assessment
-
Strengths
- Independent director with Audit Committee service effective shortly after appointment; enhances financial oversight and risk governance .
- Alignment improving via 34,625 shares received in the Traditions share exchange (ownership stake at onboarding) and optional equity retainer elections available to directors .
- Shareholder support signals: strong 2025 advisory support for executive compensation (5,566,114 For vs 384,377 Against; 168,662 Abstain) and auditor ratification (7,716,849 For) .
- Robust anti‑hedging/pledging policy and clawback framework reduce misalignment risk .
-
Watch items
- New appointee (2025): personal attendance track at ACNB not yet observable (Board‑wide 2024 attendance was strong; Polli joined in 2025) .
- Potential related‑party exposure: Company discloses that director‑related banking transactions occur on market terms and are Board/Audit‑monitored; no Polli‑specific related‑party transactions disclosed to date .
- Time commitment: Active CEO of a private company (Reliance Student Transportation) may constrain bandwidth; mitigated by committee scope (Audit member) and prior board experience .
Overall, Polli adds owner‑operator and accounting‑grounded perspectives with audit oversight responsibilities and immediate equity exposure via the merger. No conflicts or red flags are disclosed specific to Polli; alignment and independence constructs appear solid, with ongoing monitoring of related‑party banking activity under established policies .
References:
- Director independence/roster:
- Biography and qualifications (age, roles):
- Audit Committee appointment: ; Audit Committee member listing:
- 2025 Annual Meeting vote results (Say‑on‑Pay, Auditor):
- Director compensation structure and stock election: ; Director deferral/life/LTC programs and no 2024 director VCP awards:
- Variable plan metrics and adjustments:
- Beneficial ownership (0 at 12/31/24; shares acquired 2/1/25 via exchange):
- Anti‑hedging/pledging policy:
- Related‑party transaction policy: