Kevin J. Hayes
About Kevin J. Hayes
Kevin J. Hayes is Senior Vice President/General Counsel, Secretary, and Chief Governance Officer of ACNB Corporation and ACNB Bank (since 2023). He previously served as Senior Vice President/General Counsel of ACNB Bank (2020–2023) and joined ACNB Bank as General Counsel in 2015 after working as an associate attorney at Mette, Evans & Woodside in Harrisburg, PA; age 37 as of March 13, 2025 . During his current tenure, ACNB reported 2024 net income of $31.8 million, ROAE of 10.94%, and raised its dividend to $1.26 per share; management also executed the Traditions Bancorp acquisition, incurring ~$2.0 million in merger-related expenses in 2024 to advance strategic scale and product expansion . Company TSR (value of an initial fixed $100 investment from 12/31/2020) reached $181.84 in 2024, with net income and ROAE trends shown below .
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Total Shareholder Return (value of $100) | $136.65 | $127.19 | $126.69 | $181.84 |
| Net Income ($ thousands) | $27,834 | $35,752 | $31,688 | $31,846 |
| Return on Average Equity (%) | 10.52% | 14.35% | 12.23% | 10.94% |
He is the SEC filing signatory and corporate media contact on multiple ACNB 8‑Ks and press releases, including the February 2025 completion of Traditions Bancorp and related exhibits .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mette, Evans & Woodside (law firm) | Associate Attorney | Pre‑2015 | Litigation/transactional legal experience preceding in‑house role |
| ACNB Bank | General Counsel | 2015–2020 | Built internal legal function; governance and regulatory alignment |
| ACNB Bank | SVP/General Counsel | 2020–2023 | Senior role supporting credit, lending, operations; governance uplift |
| ACNB Corp & ACNB Bank | SVP/GC, Secretary & Chief Governance Officer | 2023–Present | Corporate governance lead; SEC filings; M&A legal execution (Traditions) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No external board/committee roles disclosed in proxy/8‑Ks |
Fixed Compensation
Specific base salary, target bonus, and equity grant values for Kevin Hayes are not disclosed (he is not a Named Executive Officer (NEO) in ACNB’s proxy); the Summary Compensation Table covers CEO, CFO, and three other NEOs only .
Performance Compensation
ACNB’s Variable Compensation Plan governs incentive awards for executives with defined corporate/performance metrics, clawbacks, and equity grants under the 2018 Omnibus Stock Incentive Plan; Hayes’ individual targets/payouts are not disclosed, but the plan mechanics and 2023 metric framework are as follows .
| Metric (2023 Plan) | Weighting (NEO cash awards) | Threshold | Target | Max | Actual Result | Payout Mechanics | Vesting |
|---|---|---|---|---|---|---|---|
| Net Income (Adjusted) | CEO: 63%; Other NEOs: 52.5% | $26.2m | $29.1m | $36.5m | $35.16m (non‑GAAP); $31.68m (GAAP) | Straight‑line interpolation between threshold/target/max | Equity awards: 1/3 at grant (2024‑03‑15), 1/3 vests 2025‑01‑01, final 1/3 vests 2026‑01‑01 |
| Loan Growth (Bank) | CEO: 27%; Other NEOs: 22.5% | 3.45% | 3.83% | 4.25% | 5.70% | Same as above | Same as above |
| Individual/Dept Goals | CEO: 10%; Other NEOs: 25% | Various | Various | Various | Various | Same as above | Same as above |
| ROAE (for equity awards) | Part of equity award: 50% | — | — | — | 13.57% (non‑GAAP); 12.23% (GAAP) | Determines RS grant sizing; 50% weight | 1/3 immediate, 1/3 in 2025, 1/3 in 2026 |
| Strategic Initiatives | Equity award: 50% | 1 | 2 | 3 | 2 | Determines RS grant sizing; 50% weight | Same schedule |
Plan safeguards include CAMELS rating gate, dividend reasonableness gate, and clawbacks via the Excess Incentive Compensation Recovery Policy Statement . For 2023, the Compensation Committee excluded a one‑time after‑tax securities loss related to portfolio repositioning when calculating Adjusted Net Income and Adjusted ROAE to reflect strategic repositioning impacts .
Equity Ownership & Alignment
| Item | Status/Detail |
|---|---|
| Beneficial ownership (group) | Directors, nominees, and executive officers as a group hold 302,406 shares (3.53% of outstanding) |
| Individual ownership (Hayes) | Not separately disclosed in the beneficial ownership table |
| Hedging/pledging | Prohibited for directors and executive officers (anti‑hedging/anti‑pledging policy) |
| Insider trading policy | Formal policy maintained; designed for legal and Nasdaq compliance |
| Equity program | 2018 Omnibus Stock Incentive Plan authorizes RS/RSU/options/SARs; recent practice favors restricted stock |
| Vesting cadence (RS) | 1/3 grant‑day, 1/3 the next Jan 1, final 1/3 the subsequent Jan 1 |
| Director stock alignment | Directors may elect to take 70%–100% of retainers in stock under the Omnibus Plan to align interests |
Employment Terms
| Term/Provision | Hayes | Reference |
|---|---|---|
| Employment agreement | Not disclosed for Hayes; agreements are confirmed only for NEOs | |
| Agreement term | NEO agreements: initial 3 years, auto‑renew by 1 year annually unless notice given 180 days prior | |
| Severance (Good Reason) | NEOs: CEO/Seibel/Laub at 2.99x comp/benefits; CFO Weber 2.0x; Fulk formula (not to exceed 2.99x) | |
| Change‑of‑control (CoC) | NEOs: lump‑sum and benefits continuation; CEO/Seibel/Laub 2.99x; CFO 2.0x; Fulk formula | |
| Non‑compete/non‑solicit | Included in NEO employment/SERP frameworks; Hayes’ specific covenants not disclosed | |
| Governance role | Chief Governance Officer is the Code of Ethics reporting channel |
Example of restrictive covenants in practice: the separation/non‑competition agreement with former Traditions CEO (now ACNB Vice Chair) Eugene J. Draganosky includes an 18‑month non‑compete/non‑solicit in ACNB’s footprint, illustrating enforcement posture .
Performance & Track Record
- Strategic execution: ACNB closed the Traditions Bancorp acquisition on Feb 1, 2025; Hayes signed the 8‑K and served as press contact. The combination positions ACNB at ~$3.26B assets, $2.36B loans, $2.04B deposits, across 35 offices, adding York/Lancaster presence and mortgage scale via Traditions Mortgage (a division of ACNB Bank) .
- 2024 financials: Net income of $31.8 million and ROAE of 10.94%; dividend increased to $1.26/share; ~$2.0 million merger‑related costs recognized, aligning pay metrics to adjusted figures as noted in the plan .
- Governance: Compensation Committee independence and robust committee activity (six meetings in 2024); Say‑on‑Pay approval at 89.15%, signaling broad investor support for pay policies .
Investment Implications
- Alignment: Anti‑hedging/pledging policies and equity usage under the Omnibus Plan support alignment for senior executives, including Hayes in his governance role .
- Retention risk: Hayes’ individual employment terms are not disclosed; however, ACNB’s framework for NEOs features multi‑year contracts, CoC protection, and clawbacks—suggesting an institutional approach to executive retention and governance that likely extends to key officers .
- Execution signals: Hayes’ role as Chief Governance Officer and SEC signatory on M&A and compensation plan disclosures suggests central involvement in strategic transactions and governance processes, a positive indicator for integration discipline post‑Traditions .
- Watch items: Lack of individual ownership/compensation disclosure for Hayes limits quantitative pay‑for‑performance assessment; continued monitoring of Form 4s and future proxies is warranted. Say‑on‑Pay support and plan clawbacks mitigate risk of misaligned incentives .