Kimberly S. Chaney
About Kimberly S. Chaney
Kimberly S. Chaney, age 63, has served on the Boards of ACNB Corporation and ACNB Bank since January 2020 and is designated as an audit committee financial expert. A certified public accountant with 30+ years of experience, she retired in 2024 from her accounting practice (Kimberly S. Chaney, CPA LLC) and brings deep expertise in accounting, auditing, internal controls, and strategic planning. She is independent under SEC/Nasdaq rules and currently chairs ACNB’s Audit Committee and serves on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Frederick County Bancorp, Inc. and Frederick County Bank | Director; Chair of the Boards | 2013–2020 | Chaired the boards until 2020; prior public/community bank governance experience |
| Kimberly S. Chaney, CPA LLC | Founder/Principal | Through 2024 | Specialized in financial services/consulting for small businesses in Frederick, MD; focus on accounting, auditing, internal controls |
| Various Frederick County companies (construction, real estate, retail) | Senior management positions | Prior | Operating/financial leadership experience in multiple sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| ACNB Insurance Services, Inc. (subsidiary) | Director | Since May 2023 | Additional board service within ACNB’s insurance subsidiary |
Board Governance
- Independence: Independent director; board found no transactions/relationships impairing independence (listed “None” for Chaney) .
- Committees (2024): Audit Committee Chair; Executive Committee member. Audit met 5x; Executive met 4x in 2024 .
- Audit Committee Financial Expert: Designated by the board (with Daniel W. Potts) and independent under SEC/Nasdaq rules .
- Attendance: In 2024, each director attended ≥75% of combined board/committee meetings; all directors attended the 2024 annual meeting .
- Anti-hedging/pledging: Directors prohibited from hedging and from holding/pledging ACNB equity as collateral .
Fixed Compensation (Director)
| Component | Detail |
|---|---|
| 2024 Fees and Awards (Chaney) | Cash fees: $51,931; Stock awards: $21,931; All other comp (imputed life insurance): $430; Total: $73,862 |
| Structure (effective July 1, 2024) | $45,000 annual retainer; $860 per board meeting; $540 per committee meeting; 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 Chair $37,625; Vice Chair $10,750; education stipends; webinar hourly allowance |
| Equity retainer election | Directors may elect 70% or 100% of retainer paid in ACNB stock quarterly under the 2018 Omnibus Plan at DRIP price |
| Subsidiary board fee | $800 per ACNB Insurance Services, Inc. meeting attended (Chaney’s 2024 figure includes $4,000 for AIS board meetings) |
Performance Compensation (Director)
| Item | Detail |
|---|---|
| Variable Compensation Plan eligibility | Directors are eligible to participate under employee terms (amended 2018); awards would be subject to clawback |
| 2024 awards to non-employee directors | None granted in 2024 |
Other Directorships & Interlocks
| Company | Current/Past | Role | Interlock/Notes |
|---|---|---|---|
| Frederick County Bancorp, Inc. / Frederick County Bank | Past | Director; Chair | Served until 2020; institutions later acquired by ACNB (board experience in prior M&A context) |
Expertise & Qualifications
- CPA with 30+ years’ experience; retired from her own CPA practice in 2024; specialties include accounting, auditing, internal controls, strategic planning .
- Audit Committee Financial Expert designation by ACNB Board .
- Market knowledge in Frederick County; prior leadership roles in construction, real estate, and retail sectors .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Ownership Breakdown | Pledged/Hedged |
|---|---|---|---|---|
| Kimberly S. Chaney | 8,693 | ~0.08% (8,693 / 10,542,731) | 2,803 solely; 5,890 jointly with spouse | No pledging disclosed; policy prohibits pledging/hedging |
Governance Assessment
-
Strengths
- Independent Audit Committee Chair and designated audit committee financial expert—strong finance and controls oversight credentials .
- Robust engagement: committee leadership and compliance with board attendance expectations; participated in 2024 annual meeting .
- Alignment mechanisms: ability to take retainer in stock; modest equity component in 2024 compensation (approx. 30% of total) .
- No related-party transactions/arrangements noted for Chaney in independence review; board-wide related-party lending conducted on market terms .
- Anti-hedging/pledging policy supports alignment and risk mitigation .
-
Watch items
- Audit Chair workload and risk oversight concentration—requires sustained engagement given ACNB’s active M&A (Traditions acquisition) and evolving risk profile .
- Director compensation primarily cash-based (2024: $51,931 cash vs $21,931 stock), though stock retainer election is available .
-
Signals
- Board/committee attendance discipline and independent committee composition bolster investor confidence .
- Strong say-on-pay support in 2024 (89.15% “FOR”), indicating constructive shareholder sentiment toward governance/compensation framework; Chaney not on Comp Committee but as Audit Chair benefits from broad investor support for governance practices .
Summary: Chaney’s profile—independent Audit Chair with CPA depth and ACFE designation, clean independence review, disciplined attendance, and a mix of cash/equity director pay—points to strong board effectiveness and low conflict risk. Continued focus should be on maintaining rigorous risk/audit oversight as ACNB integrates acquisitions and manages portfolio/interest rate dynamics .