Barbara E. Brobst
About Barbara E. Brobst
Barbara E. Brobst (age 66) was appointed to the Boards of Orrstown Financial Services, Inc. and Orrstown Bank in 2025. She is retired and previously served as EVP, Chief Human Resources Officer (2015–2022), SVP Human Resources (2011–2015), and SVP/Senior Trust Officer (2000–2011), bringing 40+ years of banking experience in trust/wealth, governance, strategic planning, and human capital management focused on south‑central Pennsylvania. The Board determined Ms. Brobst is not independent under Nasdaq rules due to her status as a former employee. Education not disclosed.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orrstown Bank | SVP & Senior Trust Officer | 2000–2011 | Trust/Wealth and Investment Services leadership |
| Orrstown Bank | SVP, Human Resources | 2011–2015 | Human capital management |
| Orrstown Financial Services, Inc. & Orrstown Bank | EVP, Chief Human Resources Officer | 2015–2022 | Executive HR oversight; governance and strategic planning |
External Roles
- Prior service on boards of several non-profit, charitable, and professional organizations; specific organizations not disclosed.
Board Governance
- Classification/term: Class B director; nominated for a three‑year term expiring at the 2028 annual meeting.
- Independence: Not independent due to former employee status; independent Chairman leads executive sessions of independent directors.
- Committee assignments: Not listed on standing committees disclosed (Audit, Compensation, Nominating & Governance, ERM, ALCO) for 2024/“currently serves” rosters.
- Attendance: In 2024, all directors attended at least 75% of Board/committee meetings; Ms. Brobst joined in 2025 (individual attendance not yet reported).
- Director eligibility: Directors must own at least 5,000 shares within one year of joining the Board.
| Board Structure Snapshot | Detail |
|---|---|
| Board size and classes | 13 directors divided into Class A (exp. 2026), Class B (exp. 2025; nominees to 2028), Class C (exp. 2027) |
| 2024 meetings | Holding company Board met 14 times; Bank Board met 11 times |
| Independent leadership | Independent Chairman presides over executive sessions of independent directors |
Fixed Compensation
ORRF non‑employee director compensation program (2024; structure applicable to directors generally):
| Component | Amount/Structure | Vesting | Notes |
|---|---|---|---|
| Cash retainer | $30,000 annual (paid quarterly); Chairman +$22,000 | N/A | 50% cash/50% equity alignment approach |
| Restricted stock (Jan 24, 2024) | $30,000 grant; 1,030 shares per director; Chairman 1,786 shares | 16 months | Fair value $29.11/share; granted as part of annual retainer |
| Restricted stock (Apr 30, 2024) | 1,500 shares per director; Chairman +1,100 shares | 13 months | Grant-date fair value $39,330 (1,500 shares); Chair add’l fair value $28,842 |
| Program features | Annual grant at meeting; approx. 50% cash/50% stock; deferred comp plan eligibility (legacy directors) | Various | Deferred comp plan accrued obligations $7.9mm (company-wide), director retirement plan accrued $1.7mm (limited legacy participants) |
Note: Ms. Brobst was appointed in 2025; her specific 2025 director compensation amounts are not disclosed in the 2025 proxy.
Performance Compensation
Board oversight emphasizes pay-for-performance for executives; these are the metrics used to determine STIP/LTIP outcomes for 2024 (useful to assess governance rigor):
| Metric | Threshold | Target | Maximum | 2024 GAAP | 2024 Adjusted |
|---|---|---|---|---|---|
| Net Income ($000) | 32,000 | 34,000 | 36,000 | 22,050 | 51,975 |
| ROAE (%) | 11.48% | 12.19% | 12.91% | 5.62% | 13.25% |
- Adjustments excluded ~$22.7mm pre-tax merger costs and $15.5mm provision on NP-CD loans to align incentives with merger value creation; STIP/LTIP paid at maximum on both metrics; STIP subject to credit-quality modifier (nonperforming assets/total assets).
- LTIP split: 50% time‑vested RS; 50% performance‑vested RSUs with 3‑year ROAA goal and TSR modifier vs an index of 118 banks.
Other Directorships & Interlocks
- No public company directorships disclosed for Ms. Brobst.
- Related-person transactions policy requires disinterested director approval; insider extensions of credit require prior approval and adhere to Regulation O; no specific related‑party transactions involving Ms. Brobst disclosed.
Expertise & Qualifications
- Deep experience in trust/wealth management, governance, strategic planning, and HR leadership; extensive regional ties in south‑central Pennsylvania.
Equity Ownership
| Shares Beneficially Owned | % of Shares Outstanding | Exercisable Options (within 60 days) | Ownership Guideline | Anti‑Hedging/Pledging |
|---|---|---|---|---|
| 11,000 | ~0.056% (11,000 / 19,505,444) | None disclosed | Minimum 5,000 shares within one year; Ms. Brobst exceeds guideline | Hedging and pledging of Company stock prohibited for directors/executives/related persons |
Governance Assessment
-
Positive signals:
- Strong pay-for-performance framework with explicit Net Income/ROAE targets and 3‑year ROAA/TSR vesting; no discretionary adjustment used for 2024 results; STIP credit-quality safeguard.
- Independent Chairman and regular executive sessions; active shareholder engagement; 2024 Say‑on‑Pay approval at 80.5%.
- Anti‑hedging/anti‑pledging and clawback policies; minimum one‑year vesting and director compensation cap under 2025 plan.
-
Risks and potential red flags:
- Not independent due to recent executive employment (retired 2022; appointed 2025), which may raise perceived conflicts on compensation/human capital topics if committee assignments expand.
- Committee influence not evident yet; Ms. Brobst is not listed on standing committees in disclosed rosters. Monitoring future committee placements is warranted.
-
Process safeguards and related‑party exposure:
- Insider transactions undergo disinterested director review; Regulation O credit oversight; no specific related‑party transactions identified for Ms. Brobst.
-
Overall: Ms. Brobst adds human capital and trust/wealth expertise with meaningful personal share ownership above the director minimum; independence classification and recent executive tenure merit investor monitoring for potential conflicts on compensation and governance decisions.