Scott L. Kelley
About Scott L. Kelley
Scott L. Kelley, Esquire, age 73, has served on ACNB Corporation’s and ACNB Bank’s Boards since 2012 and also serves on the Board of ACNB Insurance Services, Inc. since January 1, 2017 . He is currently Counsel with Barley Snyder LLP (Partner from 2017–2023) and previously was an attorney and President of Stonesifer and Kelley, P.C., with more than 40 years practicing business, commercial, real estate, agricultural, oil/gas/mineral, and estate planning/administration law; he also served as Executive Director of Community Banks Insurance Services from 2007–2009 . Kelley is an independent director under SEC/Nasdaq standards and had no other transactions/arrangements affecting independence noted by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barley Snyder LLP | Counsel; formerly Partner | Partner 2017–2023; Counsel current | Brings extensive legal, governance, and transactional expertise to Board oversight |
| Stonesifer and Kelley, P.C. | President; Attorney | Through 2017 (merged into Barley Snyder in 2017) | Led firm; deep regional business and real estate law experience |
| Community Banks Insurance Services | Executive Director | 2007–2009 | Insurance industry leadership; operational perspective |
External Roles
- ACNB Insurance Services, Inc. Board Member since January 1, 2017 .
- No other public company directorships disclosed in the proxy .
Board Governance
- Independence: Independent under SEC/Nasdaq; no independence-impairing relationships reported .
- Committee Assignments: Chair, Compensation Committee; Member, Executive Committee .
- Compensation Committee met 6 times in 2024; Executive Committee met 4 times; Audit Committee met 5 times; Nominating Committee met 2 times .
- Attendance: The Board met 13 times; there were 30 Board/committee meetings; each director attended at least 75% of the combined meetings and all directors attended the 2024 Annual Meeting .
- Leadership structure: Independent Chair of the Board; CEO and Chair roles separated; only independent directors serve on Audit, Compensation, Nominating Committees .
- Risk oversight: Audit Committee oversees risk; Compensation Committee reviews compensation-related risk; Executive Committee addresses succession planning risks .
- Anti-hedging/pledging policy: Directors/officers are prohibited from hedging ACNB equity and from pledging/margining ACNB equity .
- Age policy: Bylaws state no nominee may stand for election at/over age 72; Kelley is a continuing Class 3 director (term to 2026), not standing for election in 2025 .
Fixed Compensation
2024 non-employee director compensation structure (Bank-paid):
- $45,000 annual retainer; $860 per Board meeting; $540 per committee meeting .
- Chair stipends: $6,450 for Audit and Compensation; $4,300 for Executive; $4,300 for Loan; $2,690 for Trust; $2,000 for Nominating .
- Chairman of the Board: $37,625; Vice Chairman: $10,750 .
- Directors may elect 70% or 100% of retainer paid in ACNB common stock (quarterly, DRIP price) .
- ACNB Insurance Services Board meeting fee: $800 per meeting .
2024 compensation received by Scott L. Kelley:
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | $56,337 |
| Stock Awards | $21,931 |
| All Other Compensation (imputed life insurance) | $2,026 |
| Total | $78,268 |
Other director programs:
- Director Deferred Fee Plan: Directors may defer up to 100% of director income; Kelley participated in 2024 .
- Director supplemental life insurance ($250,000 benefit; BOLI-funded) and long-term care insurance offered to directors (eligibility subject to underwriting) .
Performance Compensation
- Directors are eligible to participate in the ACNB Bank Variable Compensation Plan under the same terms as employees, to align interests and impose equity award restrictions; no Variable Compensation Plan awards were granted to non-employee directors in 2024 .
- Plan mechanics: Bonuses subject to clawback under the Corporation’s Excess Incentive Compensation Recovery Policy; minimum triggers include non-performing assets <1.5%, ACNB Corp net income ≥$22.3M, and satisfactory performance rating .
Key performance metrics and 2023 results (basis for 2024 awards under the Plan):
| Factor | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Result |
|---|---|---|---|---|
| ACNB Corporation Net Income | $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 | 10.36% | 11.52% | 12.67% | 13.57% (non-GAAP) / 12.23% (GAAP) |
| Execution on Strategic Initiatives | 1 | 2 | 3 | 2 |
Note: The Compensation Committee excluded the after-tax securities loss related to a December 2023 portfolio repositioning when applying performance metrics (non-GAAP adjustments) .
Other Directorships & Interlocks
- Compensation Committee Interlocks: None; all 2024 Compensation Committee members were independent outside directors, and none were current/former ACNB officers .
- Related party banking transactions: Made on market terms; no unfavorable features; routine banking with directors/executives/families/associates .
Expertise & Qualifications
- Core expertise: Business/commercial, real estate, agricultural, oil/gas/mineral, and estate planning/administration law; insurance industry experience .
- Board value-add: Governance/legal acumen, transactional and regulatory experience; enhances oversight of compensation policy as Committee Chair .
Equity Ownership
| Ownership Metric | Amount |
|---|---|
| Total Beneficial Ownership (shares) | 25,729 |
| Solely Owned | 568 |
| Jointly Owned with Spouse | 11,320 |
| IRA | 13,841 |
| Shares Outstanding (for % calc) | 10,542,731 |
| Ownership as % of Shares Outstanding | 0.244% (25,729 ÷ 10,542,731) |
| Hedging/Pledging | Prohibited by policy for directors/officers |
Governance Assessment
- Strengths: Independent director; Chair of Compensation Committee; strong legal/governance background; active engagement with formal committee responsibilities; broad alignment through equity retainer option and personal shareholdings .
- Compensation oversight quality: Committee uses consultant (Blanchard Consulting Group) for benchmarking of executive and director compensation; annual review of incentive plans; clawback policy applies to variable awards; Say-on-Pay supported by 89.15% approval in 2024—indicative of investor confidence in pay practices .
- Attendance/engagement: Board/committee cadence suggests robust participation; at least 75% attendance standard met by all directors; 2024 annual meeting attendance by all directors .
- Conflicts/related-party exposure: No independence-impairing relationships for Kelley; related-party transactions subject to Board approval/quarterly Audit Committee reporting; anti-hedging/pledging mitigates alignment risks .
- Risk indicators/red flags: None disclosed specific to Kelley (no Section 16 filing issues; no pledging; no related-party exceptions; no interlocks). Note bylaw age limit for standing for election at ≥72—Kelley is a continuing director and not up for election in 2025; implies potential upcoming board refresh/retirement by policy at next election cycle .