Laurie A. Laub
About Laurie A. Laub
Executive Vice President/Chief Credit Officer of ACNB Bank; age 59 as of March 13, 2025; joined ACNB Bank in 2005 and has served as Chief Credit Officer since 2016 . ACNB’s compensation framework links pay to performance through Net Income, Return on Average Equity (ROAE), Loan Growth, strategic initiatives, and individual/departmental goals, with ROAE identified as the company-selected measure for pay-versus-performance in 2024 . Company performance in 2024 included net income of $31.8 million, ROAE of 10.94%, and organic loan growth of 3.4% (vs. 2023: $31.7 million net income, ROAE 12.23%, loan growth 5.8%) . TSR is tracked versus the KBW Regional Banking Total Return Index for pay-versus-performance disclosure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ACNB Bank | Executive Vice President/Chief Credit Officer | 2016–Present | Not disclosed |
| ACNB Bank | Joined ACNB Bank | 2005 | Not disclosed |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $312,000 | $325,100 |
| Actual Cash Bonus ($) | $131,250 | $137,452 |
| Stock Awards Grant-Date Fair Value ($) | $120,000 | $124,800 |
| Maximum Variable Cash Award (% of Salary) | 45% | 45% |
| Maximum Variable Equity Award (% of Salary) | 45% | 45% |
Performance Compensation
| Metric (Award Component) | Weighting | Threshold | Target | Maximum | Actual (2023 Result Basis) | Payout Link | Vesting |
|---|---|---|---|---|---|---|---|
| Adjusted Net Income (Cash) | 52.5% | $26.2m | $29.1m | $36.5m | $35.16m non-GAAP / $31.68m GAAP | Contributes to 2024 cash bonus $137,452 | N/A |
| Loan Growth (Cash) | 22.5% | 3.45% | 3.83% | 4.25% | 5.70% | Contributes to 2024 cash bonus $137,452 | N/A |
| Individual/Department Goals (Cash) | 25.0% | Various | Various | Various | Various | Contributes to 2024 cash bonus $137,452 | N/A |
| Adjusted ROAE (Equity) | 50.0% | 10.36% | 11.52% | 12.67% | 13.57% non-GAAP / 12.23% GAAP | Drives 2024 equity grant $124,800 | 1/3 immediate (2024), 1/3 on 1/1/2025, 1/3 on 1/1/2026 |
| Strategic Initiatives (Equity) | 50.0% | Rating 1 | Rating 2 | Rating 3 | Rating 2 | Drives 2024 equity grant $124,800 | 1/3 immediate (2024), 1/3 on 1/1/2025, 1/3 on 1/1/2026 |
- Plan activation triggers for 2023 performance include: Non-performing assets <1.5%, GAAP Net Income ≥$22.3m, and satisfactory performance appraisal .
- All bonuses subject to clawback and the Corporation’s Excess Incentive Compensation Recovery Policy .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (Shares) | 13,420 |
| Ownership as % of Class | <1% |
| Unvested Restricted Shares at 12/31/2024 (#) | 3,611.605800 |
| Market Value of Unvested Shares at 12/31/2024 ($) | $143,218 |
| Hedging/Pledging | Prohibited for directors and executive officers |
Vesting Schedules and Key Dates
| Grant | Detail |
|---|---|
| 2023 Equity Award (granted 3/15/2023) | Vests in thirds: 1/3 immediate (2023), 1/3 on 1/1/2024 (1,803.115351 shares), 1/3 on 1/1/2025 (1,253.329156 shares) |
| 2024 Equity Award (granted 3/15/2024) | 3,537.414966 shares; vests 1/3 immediate (2024), 1/3 on 1/1/2025 (1,179.138321 shares), 1/3 on 1/1/2026 (1,179.138321 shares) |
| Unvested Shares at 12/31/2024 | 2,432.467477 shares vested on 1/1/2025; 1,179.138321 shares vest on 1/1/2026 |
| Retirement treatment | Beginning with 2023 awards, qualified retirement does not forfeit shares; vesting continues per schedule (no acceleration) |
Employment Terms
| Term | Provision |
|---|---|
| Agreement Type | Amended and restated employment agreement (ACNB Bank) |
| Initial Term and Auto-Renewal | 3-year initial term; auto-extends one year on each anniversary (evergreen to 3 years) unless notice given 180 days prior |
| Good Reason Termination | 2.99x agreed compensation and benefits for two years |
| Change-in-Control | Lump sum 2.99x agreed compensation; benefits continued up to two years; limited gross-ups if necessary |
| Disability | Benefits plus 75% of compensation until return, age 65, death, or end of period |
| For Cause | Agreement terminates; rights terminate except arbitration |
| Non-Compete/Confidentiality | Restrictive covenants on competitive activities; confidentiality provisions |
| SERP Structure | Benefits paid monthly for greater of 180 months or life; accrues annually; non-compete within 50 miles; restriction period 5 years if before normal retirement, 3 years after retirement; no restriction after change in control |
Potential Payments (Scenario Analysis)
| Scenario (Assumed Event Date) | 12/31/2023 | 12/31/2024 |
|---|---|---|
| SERP Annual Benefit ($) | $30,175 | $44,411 |
| Supplemental Executive Life Insurance (Death) ($) | $640,000 | $650,000 |
| Severance (Involuntary Not For Cause) – Monthly ($) | $46,738 (36 months) | $44,454 (36 months) |
| Severance (Voluntary for Good Reason) – Monthly ($) | $35,171 | $33,453 |
| Change-in-Control Lump Sum ($) | $1,682,566 | $1,600,369 |
| Accrued Leave ($) | $54,000 | $56,267 |
| Health and Welfare Benefits ($) | Up to $69,698 | Up to $83,614 |
| Restricted Stock Vesting (Qualified Retirement) ($) | $137,326; vesting continues on schedule | $143,218; vesting continues on schedule |
Notes: Amounts exclude benefits costs and include excise tax gross-up where applicable per agreements . “Qualified retirement” awards do not accelerate; vesting continues .
Investment Implications
- Pay-for-performance alignment is explicit: cash awards weighted toward Adjusted Net Income and Loan Growth; equity awards tied to Adjusted ROAE and strategic initiatives, with plan activation tied to asset quality and minimum net income, and clawback protections in place .
- Retention risk appears mitigated by evergreen 3-year employment term and robust change-in-control/good reason economics (2.99x), though presence of limited gross-up provisions is a governance red flag for some investors .
- Insider selling pressure may cluster around vesting dates: 1/1/2025 and 1/1/2026 tranches totaling 3,611.605800 shares as of year-end 2024, with $143,218 unvested value—monitor trading windows around these dates .
- Alignment: beneficial ownership of 13,420 shares (<1% of class) plus unvested equity, with anti-hedging/pledging policy reducing misalignment risk; no options outstanding disclosed for Laub (restricted stock is primary equity vehicle) .
- Corporate performance context: 2024 net income flat year-over-year, ROAE down vs 2023, loan growth slowed; strategic execution included Traditions Bancorp acquisition with ~$2.0 million merger costs—equity awards consider strategic initiatives, supporting long-term orientation .