Adam L. Metz
About Adam L. Metz
Adam L. Metz (age 53) is Senior Executive Vice President and Chief Operating Officer of Orrstown Financial Services, Inc., appointed in February 2025; he joined Orrstown in 2016 and previously served as EVP Chief Revenue Officer (2019–Feb 2025) and EVP Chief Lending Officer (2016–2019) after five years as SVP Chief Lending Officer at Metro Bank (2011–2016) . Company performance during the latest 3-year period shows total shareholder return at the 100th percentile versus the compensation peer groups adopted for 2024 and 2025, indicating strong pay-for-performance alignment . 2024 was a transformational year: adjusted net income rose to $56.1 million from $36.6 million in 2023, net interest margin expanded to 3.92%, and assets increased to $5.4 billion following the Codorus Valley merger, with the Company achieving its 18% cost save target and increasing its quarterly dividend to $0.26 per share (+30%) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orrstown Financial Services, Inc. | SEVP, Chief Operating Officer | Feb 2025–present | Enterprise operations leadership post-merge integration; cost-save execution and client experience focus |
| Orrstown Financial Services, Inc. | EVP, Chief Revenue Officer | Feb 2019–Feb 2025 | Growth of revenue lines amidst merger planning/execution and performance emphasis |
| Orrstown Financial Services, Inc. | EVP, Chief Lending Officer | 2016–Feb 2019 | Led lending function; credit oversight contributing to credit-quality outcomes |
| Metro Bank (Harrisburg, PA) | SVP, Chief Lending Officer | 2011–2016 | Regional lending leadership; commercial credit growth and risk governance |
External Roles
No external directorships or board roles are disclosed for Mr. Metz in the Company’s executive officer bios section of the 2025 proxy .
Fixed Compensation
| Metric | 2023 | 2024 | YoY Change |
|---|---|---|---|
| Base Salary ($) | 301,442 | 307,471 | 2.0% |
| Perquisites (disclosed items) | Vehicle allowance (amount not disclosed) | Country club membership provided (initiation dues recoupable on termination) | — |
Performance Compensation
Program Design and Metrics
- STIP and LTIP initial awards are driven 50% by Net Income and 50% by ROAE, with threshold/target/maximum ranges; awards interpolate linearly between levels .
- STIP includes a credit-quality modifier: non-performing assets/total assets >2% reduces awards by 30%; >4% eliminates awards (modifier not triggered for 2024) .
- LTIP mixes 50% time-vested restricted stock (33% vest annually over 3 years) and 50% performance-vested RSUs with a 3-year ROAA target and TSR relative modifier (±20%) versus an index of similarly sized banks; RSUs vest in 2028 if performance and service conditions are met .
2024 Performance Outcomes (Adjusted for merger-related items)
| Metric | Threshold | Target | Maximum | 2024 Actual (GAAP) | 2024 Actual (Adjusted) |
|---|---|---|---|---|---|
| Net Income ($000s) | 32,000 | 34,000 | 36,000 | 22,050 | 51,975 |
| ROAE (%) | 11.48% | 12.19% | 12.91% | 5.62% | 13.25% |
- With adjusted Net Income and ROAE both above maximum, the Compensation Committee paid STIP cash at maximum and granted LTIP equity at maximum for 2024 performance, without subjective adjustments .
STIP (Cash) – Paid for 2024 Performance
| Item | Target (% of Salary) | Maximum (% of Salary) | Actual Cash Award ($) |
|---|---|---|---|
| Adam L. Metz | 40% (Tier 2) | 60% (Tier 2) | 184,878 |
LTIP (Equity) – Granted February 16, 2025 for 2024 Performance
| Component | Grant Date | Amount ($) | Shares/Units (#) | Vesting |
|---|---|---|---|---|
| Time-vested Restricted Stock | Feb 16, 2025 | 92,241 | 2,742 | 33% on Feb 16, 2026/2027/2028 (service condition) |
| Performance-vested RSUs | Feb 16, 2025 | 92,207 | 2,741 | Cliff vest Feb 16, 2028 subject to 2025–2027 ROAA target; TSR relative modifier ±20% vs bank index; continued service |
- Total LTIP value awarded for Mr. Metz in 2025: $184,448 (150% of target opportunity $122,988) .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (common shares) | 36,409 |
| Exercisable stock options (within 60 days) | 0 |
| Shares outstanding (record date) | 19,505,444 |
| Ownership as % of shares outstanding | ~0.19% (36,409 / 19,505,444) |
| Stock ownership guidelines (NEOs who are not directors) | None currently; NEOs generally hold personal investments; anti-hedging and anti-pledging rules apply |
| Anti-hedging and anti-pledging policy | Hedging and pledging of Company stock prohibited for directors and executive officers |
| Clawback policies | Nasdaq Rule 10D-1 accounting restatement recovery; broader clawback/forfeiture in 2011 Stock Incentive Plan; automatic clawback of unvested LTIP if not “well-capitalized” under banking regs |
Change-in-control equity treatment:
- 2011 Stock Incentive Plan: time-vested restricted stock fully vested upon change in control; as of Dec 31, 2024, NEOs had no time-based restricted stock outstanding (no additional acceleration value) .
- RSUs remain outstanding and are addressed under change-in-control agreements as noted below .
Employment Terms
Employment Agreement and Severance (Non-Change-in-Control)
| Scenario (as of Dec 31, 2024) | Cash Severance ($) | Health & Welfare Benefits ($) | Total ($) |
|---|---|---|---|
| Involuntary termination without cause | 833,602 | 10,285 | 843,887 |
| Voluntary termination for “Good Reason” | 833,602 | 10,285 | 843,887 |
| Retirement | 153,736 | 2,160 | 155,896 |
| Disability | 153,736 | 10,285 | 164,021 |
| Death | 153,736 | 8,125 | 161,861 |
Key terms:
- Severance equals base salary plus average cash bonus over the past three years for the greater of remaining term or six months; six months benefits continuation plus 150% of group life premium for three years .
- Mandatory retirement at 65 triggers six months base salary and 150% of group life premium for three years (board may delay in one-year increments) .
- Covenants: non-compete and non-solicit for the greater of six months post-termination or the severance payment period, capped at 24 months .
Change-in-Control Agreements
| Benefit Category | Amount ($) | Notes |
|---|---|---|
| Cash multiple | 1,377,230 | 2.99x (base salary + highest annual cash bonus over past 3 years); lump sum within 15 days of termination |
| Equity acceleration (PSUs/Performance awards at target) | 599,818 | Based on $36.61 stock price at Dec 31, 2024; time-based RS accelerated under 2011 plan at merger; RSUs remained outstanding |
| Health & welfare benefits | 59,629 | Two years of benefits on active terms; executive pays employee-share premiums |
| Total | 2,036,677 | — |
Triggers and features:
- Qualifying terminations: by Company without cause within two years after a change in control or resignation by the executive “for any reason” within six months post-change in control (Metz, Quinn, Coradi, Holt); Kalani qualifies only for “good reason” within six months .
- Accelerated vesting: if award plans are silent, all options, restricted stock and other equity-based units become vested/exercisable; plan-based rules govern RSUs .
- 280G treatment: for NEOs other than CEO Quinn, payments are reduced under cutback provisions to avoid/diminish excise taxes; Quinn has an excise-tax gross-up per his agreements; Metz has no gross-up (subject to cutback) .
Deferred Compensation
| Item | Key Terms / Value |
|---|---|
| Executive Deferred Compensation Agreement | Annual Company contributions of $83,280 until earliest of separation, age 65, or death; accumulation credited at Company ROATE (0%–15% cap), distribution phase at 4% fixed; target annual normal retirement benefit ≈ $200,000 assuming ROATE ≥8% annually |
| Present value – voluntary/without cause termination | $205,625 |
| Present value – change-in-control termination | $205,625 |
| Present value – disability | $205,625 |
| Present value – death | $2,260,909 |
Compensation Structure Analysis
- Mix and metrics: Balanced cash/equity pay with objective Net Income and ROAE for initial awards, and multi-year ROAA/relative TSR for performance-vesting—aligning incentives to annual profitability and longer-term asset returns/market performance .
- Adjustments: Merger-related expenses and purchase accounting credit loss provision excluded in 2024 to preserve long-term alignment; this elevated adjusted performance to maximum levels and drove maximum payouts for STIP and initial LTIP grants .
- Shareholder perspective: Say-on-Pay support was 80.5% at the 2024 meeting; ongoing engagement found no concerns with design, emphasizing alignment to objective metrics over varied horizons .
- Consultant and peer group: Aon served as independent advisor in 2024; peer benchmarking applied across a relevant set of regional banks (updated for 2025 scale post-merger) .
Investment Implications
- Retention and change-in-control economics: Strong retention levers via severance, two-year benefits, and deferred compensation (present value $205,625; death benefit $2.26 million) reduce near-term departure risk; however, Metz’s change-in-control agreement permits resignation “for any reason” within six months post-CoC for full benefits—an unusually permissive trigger that warrants monitoring in strategic scenarios .
- Selling pressure and vesting overhang: 2025 LTIP grants create scheduled supply events—time-vested shares in 2026–2028 and performance RSUs in 2028—subject to performance; anti-hedging/anti-pledging, clawbacks, and potential regulatory capital clawbacks mitigate misalignment and opportunistic disposal risk .
- Pay-for-performance alignment: Maximum 2024 incentive realization derived from adjusted earnings and ROAE at/above maximum; 3-year ROAA target and TSR relative modifier discipline long-term outcomes, supporting multi-year value creation signals .
- Governance and shareholder feedback: Majority support on Say-on-Pay and robust engagement history suggest investor acceptance of structure; lack of executive stock ownership guidelines for non-director NEOs is partially mitigated by equity awards and strict insider trading prohibitions .