Todd L. Herring
About Todd L. Herring
Todd L. Herring, age 63, is First Vice Chair of the Board of ACNB Corporation and ACNB Bank and has served as a director since July 2017; he has been Vice Chair since May 26, 2020. He is a physical therapist and Market Director at Pivot—Athletico Physical Therapy since 2015, previously Owner & President of Central Maryland Rehabilitation Services, Inc. (2006–2015), and manages multiple real estate partnerships since 1985. His biography emphasizes small business operations, local market knowledge (Carroll County, MD), and prior bank board experience (New Windsor Bancorp, Inc./New Windsor State Bank, 2013–2017), supporting governance and regional expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| New Windsor Bancorp, Inc. and New Windsor State Bank | Director | 2013–2017 | Prior board experience in community banking |
| Central Maryland Rehabilitation Services, Inc. (CMRS) | Owner & President | 2006–2015 | Operated hospital/home health/outpatient rehab; 120+ employees; sold to Pivot—Athletico in 2015 |
| Real estate partnerships | Owner/Manager | Since 1985 | Manages residential and commercial properties |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pivot—Athletico Physical Therapy | Market Director | Since 2015 | Provider with 900+ clinics across 24+ states |
| Real estate partnerships | Owner/Manager | Since 1985 | Ongoing private investments |
Board Governance
- Independence: Independent director; no other related transactions flagged for this director in independence review .
- Tenure and leadership: Director since 2017; First Vice Chair since May 26, 2020 .
- Board/committee attendance: Board met 13 times in 2024; each director attended ≥75% of combined Board and committee meetings; all directors attended the 2024 annual meeting .
- Committees and engagement:
- Audit Committee: Member; 5 meetings in 2024 .
- Executive Committee: Member; 4 meetings in 2024 .
- Compensation Committee: Member; 6 meetings in 2024 .
- Nominating Committee: Member; 2 meetings in 2024 .
- Board structure: Chair is independent; only independent directors serve on Audit, Compensation, and Nominating Committees .
Fixed Compensation
Director fee schedule (effective July 1, 2024):
| Component | Amount |
|---|---|
| Annual retainer (non-employee directors) ($) | $45,000 |
| Per Board meeting ($) | $860 |
| Per committee meeting ($) | $540 |
| Audit Committee chair ($/yr) | $6,450 |
| Compensation Committee chair ($/yr) | $6,450 |
| Executive Committee chair ($/yr) | $4,300 |
| Loan Committee chair ($/yr) | $4,300 |
| Trust Committee chair ($/yr) | $2,690 |
| Nominating Committee chair ($/yr) | $2,000 |
| Chairman of the Board ($/yr) | $37,625 |
| Vice Chairman of the Board ($/yr) | $10,750 |
| ACNB Insurance Services board meeting ($) | $800 per meeting |
| Retainer equity election | Directors may elect 70% or 100% of retainer in ACNB common stock under 2018 Omnibus Plan; paid quarterly at DRIP price |
Todd L. Herring – 2024 director compensation:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| Todd L. Herring | $38,744 | $34,863 | $430 (imputed income from supplemental life plan) | $73,607 |
Additional director benefits and participation:
- Deferred Fee Plan participation in 2024 (eligible to defer up to 100% of director income; earnings funded via BOLI) .
- Long-term care insurance offered to directors (plan insures eight directors; no premiums paid by directors) .
- Supplemental director life insurance ($250,000 benefit subject to service/retirement conditions; funded via BOLI; imputed income taxable) .
Performance Compensation
| Item | 2024 Status |
|---|---|
| Variable Compensation Plan awards to non-employee directors | None granted in 2024 |
| Clawback policy | All bonuses subject to clawback and Excess Incentive Compensation Recovery Policy Statement under the Plan |
| Anti-hedging/pledging | Directors prohibited from hedging ACNB stock and from holding or pledging ACNB stock in margin accounts |
Other Directorships & Interlocks
| Company/Institution | Role | Period | Notes |
|---|---|---|---|
| New Windsor Bancorp, Inc. | Director | 2013–2017 | Prior bank holding company role |
| New Windsor State Bank | Director | 2013–2017 | Bank subsidiary role |
| Compensation Committee interlocks | None | N/A | Company disclosed no compensation committee interlocks; all members independent |
Expertise & Qualifications
- Small-business operations and management (founder/operator of CMRS; market leadership at Pivot—Athletico) .
- Local market knowledge and community ties in Carroll County, MD, and surrounding markets .
- Real estate investment/management experience since 1985 .
- Prior community bank board experience (New Windsor Bancorp/State Bank) .
Equity Ownership
| Holder | Shares | Notes |
|---|---|---|
| Todd L. Herring – total beneficial ownership | 11,199 | Breakdown below |
| Held solely by Mr. Herring | 9,022 | |
| Trust for benefit of Mr. Herring | 1,125 | |
| Spouse (individual) | 172 | |
| Spouse’s IRA | 880 | |
| Ownership as % of shares outstanding | ~0.106% (11,199 ÷ 10,542,731) | |
| Shares pledged as collateral | None disclosed; pledging prohibited by policy | |
| Ownership guidelines | Nominating Committee requires stock ownership as a nomination attribute (no numeric multiple disclosed) |
Governance Assessment
-
Strengths
- Independent director; serves on all key committees (Audit, Compensation, Nominating, Executive), enhancing oversight breadth .
- Board leadership as First Vice Chair supports governance continuity and Board–management communication .
- Documented attendance and engagement (≥75% in 2024; attended annual meeting), with active committee calendars (Audit 5; Compensation 6; Executive 4; Nominating 2) .
- Alignment via equity retainer election mechanism and personal share ownership (11,199 shares; ~0.106% of outstanding) .
- Strong policy framework: anti-hedging/pledging, related-party transaction oversight (Board preapproval >$50k; quarterly Audit Committee reporting) .
-
Potential risks/RED FLAGS
- None disclosed specific to Herring: independence affirmed; “Other Transactions/Relationships” listed as “None” in the independence table .
- No performance-based director awards in 2024 (neutral for alignment; equity retainer still provides ownership exposure) .
- Broader company related-party items (e.g., acquisition-related separations; CEO’s brother hire post-transaction) are disclosed but do not implicate Herring; continued monitoring appropriate for perceived governance optics .
-
Shareholder sentiment context
- Say-on-pay approval was 89.15% at the 2024 annual meeting, indicating supportive investor sentiment toward compensation governance broadly .