Amy L. Doll
About Amy L. Doll
Amy L. Doll (45) is Executive Vice President, Chief Administrative Officer (CAO) at Orrstown Financial Services, Inc. (ORRF) since February 2025, overseeing technology, operations, facilities, client care, and retail operations; she joined ORRF in July 2024 as SVP, Chief Operations & Technology Officer following the Codorus Valley Bancorp/PeoplesBank merger integration . Company performance context under which her role operates: 2024 adjusted net income rose to $56.1 million (vs. $36.6 million in 2023), net interest margin improved to 3.92% (from 3.80%), total assets reached $5.4 billion, loans held for investment were $3.9 billion, and deposits totaled $4.6 billion; credit quality and capital remained strong . Over the three years ending 12/31/2024, ORRF’s total shareholder return ranked at the 100th percentile versus both the 2024 and 2025 compensation peer groups, which materially influenced incentive design and payouts .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orrstown Financial Services, Inc. | SVP, Chief Operations & Technology Officer | Jul 2024–Feb 2025 | Led operations and technology through post-merger integration and core conversion . |
| PeoplesBank (Codorus Valley Bancorp subsidiary) | SVP, Chief Commercial Banking & Lending Officer | 2014–2024 | Led commercial banking and lending platform across markets . |
External Roles
No public disclosures of external board or director roles for Doll in company filings .
Fixed Compensation
No ORRF base salary, bonus target, or bonus paid disclosure for Doll (not an NEO in FY2024) . However, golden parachute components tied to the July 1, 2024 change in control (CVLY→ORRF) were disclosed for her prior employer:
| Component | Amount ($) | Trigger | Notes |
|---|---|---|---|
| Cash severance | 419,767 | Double-trigger | Lump-sum equal to 1x base salary + 1x highest annual incentive in prior 3 years upon qualifying termination within 24 months post-CIC . |
| Equity (RSUs) | 80,523 | Single-trigger | Unvested CVLY RSUs fully vested at merger; value at $24.93 per share per methodology . |
| Continued insurance coverage (COBRA equivalent) | 31,054 | Single-trigger | Lump-sum value of health continuation benefits per agreement terms . |
| Total golden parachute | 531,344 | Mixed | Sum of components above; no tax gross-ups reported . |
Performance Compensation
ORRF’s 2024 executive incentive framework (applicable to senior executives, including Doll for awards granted in early 2025) emphasized objective corporate metrics with balanced time- and performance-based equity:
| Metric | Weighting | Target | Actual (Adjusted) | Payout Outcome | Vesting Mechanics |
|---|---|---|---|---|---|
| Net Income | 50% | $34,000k | $51,975k | Maximum (straight-line interpolation; >max cap applied) | STIP pays cash; LTIP grants split 50% time-vested RS (33% per year over 3 years) and 50% performance RSUs . |
| ROAE | 50% | 12.19% | 13.25% | Maximum (subject to credit-quality modifier for STIP) | LTIP performance RSUs vest at 3 years based on ROAA with ±20% TSR modifier vs a peer index . |
Additional design elements:
- STIP credit-quality modifier: awards reduced 30% if nonperforming assets/total assets >2%; eliminated if >4% (satisfied for 2024, no reduction applied) .
- Committee discretion up to ±20% of earned awards if at/above threshold (not used for 2024 awards) .
- Integration awards to senior leadership (including NEOs) to drive merger cost saves and retention; structure included performance-based restricted stock and cash .
Equity Ownership & Alignment
| Policy/Plan Element | Detail |
|---|---|
| Anti-hedging | Prohibits directors/executives/related persons from derivatives or other contracts to offset economic risk in Company stock . |
| Anti-pledging | Prohibits pledging Company securities as collateral (including margin/non-purpose loans) . |
| Clawback | Compensation Recovery Policy aligned with Nasdaq Rule 10D-1; broader clawback/forfeiture in plans and award agreements; automatic clawback of unvested LTIP if Bank not “well-capitalized” . |
| Stock ownership guidelines | Company does not currently maintain NEO stock ownership guidelines unless the executive also serves on the Board; equity and personal holdings remain subject to anti-hedging/pledging rules . |
| CIC acceleration (prior plan) | 2011 Stock Incentive Plan accelerates time-vested restricted stock at CIC; RSUs typically remain outstanding subject to award terms (CVLY→ORRF merger triggered RS vesting) . |
Note: Beneficial ownership for Doll is not disclosed in ORRF’s management holdings table (her name not listed in the March 3, 2025 table) .
Employment Terms
- ORRF executive employment agreements (CEO and listed NEOs) provide base+bonus severance for involuntary termination without cause or for good reason, continued benefits, and non-compete/non-solicit during severance (up to 24 months), but Doll is not listed among the NEOs with disclosed agreements in FY2024 .
- Doll’s prior CVLY agreements at merger: double-trigger cash severance (1x base + 1x highest annual incentive), single-trigger vesting of unvested RSUs, and continued insurance benefit; no tax gross-ups disclosed .
Company Performance Context (for Pay-for-Performance)
| Metric | 2023 | 2024 |
|---|---|---|
| Adjusted Net Income ($mm) | 36.6 | 56.1 |
| Net Interest Margin (%) | 3.80 | 3.92 |
| Total Assets ($bn) | ~3.1 | 5.4 |
Additional highlights: Loans held for investment $3.9bn and deposits $4.6bn at 12/31/2024; credit metrics improved; capital ratios “well-capitalized” by regulatory definitions . Say‑on‑pay approval was 80.5% at the 2024 Annual Meeting, with strong shareholder engagement continuing into 2025 .
Investment Implications
- Alignment: Strong prohibitions on hedging/pledging and robust clawback provisions support alignment and mitigate adverse incentives . However, the absence of formal stock ownership guidelines for NEOs unless also directors may weaken long-term ownership discipline for non-director executives like Doll .
- Vesting/Selling Pressure: Single-trigger vesting of CVLY RSUs at closing delivered $80.5k of equity value to Doll; while not evidence of sales, accelerated vesting can increase supply and near-term liquidity for recipients .
- Retention/Change-in-Control Economics: Doll’s prior CVLY double-trigger severance (1x salary+1x bonus) and transition into ORRF senior operations roles indicate moderate protection without aggressive parachute multiples; no tax gross-ups disclosed—shareholder-friendly relative to historical practices .
- Execution Risk: Doll’s remit over operations/technology is central to post-merger scalability, cost saves, and client experience; ORRF achieved its 18% cost-save target by year-end 2024, and the incentive model is tied to Net Income/ROAE (annually) and ROAA/TSR (3-year), which should continue to reinforce performance orientation for senior leaders .
- Governance Signals: 2025 Stock Incentive Plan features (no evergreen, minimum vesting, no discounted options, re-pricings prohibited without shareholder approval, TSR modifier) reflect best practices that reduce compensation risk inflation and enhance pay-for-performance integrity for future grants to executives including Doll .