Benjamin H. Colvard, IV
About Benjamin H. Colvard, IV
Benjamin H. Colvard, IV (age 48) joined Orrstown Financial Services, Inc. as Executive Vice President and Chief Operations Officer in 2025 after five years in operations leadership roles at Sandy Spring Bank, including Chief Optimization Officer and Director-level roles in process and loan administration, bringing deep expertise in operations, optimization, and process governance to Orrstown’s post-merger integration and scale-up agenda . Tenure at ORRF began in 2025; while education is not disclosed in the proxy, his career path emphasizes process transformation and loan administration leadership . Company performance context around his entry includes 2024 adjusted net income of $52.0 million versus $34.0 million target (max payout on incentive metrics), adjusted ROAE of 13.25% versus 12.19% target (max payout), and net interest margin of 3.92% with strong credit trends; ORRF’s three-year TSR ranked at the 100th percentile of both the prior and expanded 2025 peer groups .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sandy Spring Bank | Chief Optimization Officer | Oct 2024 – Jan 2025 | Enterprise optimization leadership; process efficiency and operating model refinement |
| Sandy Spring Bank | Director of Business Process Management | Jun 2022 – Oct 2024 | Process governance, automation priorities, cross-functional workflow improvements |
| Sandy Spring Bank | Director of Loan Administration | Jun 2019 – Jun 2022 | Credit and loan administration oversight; operational risk controls in lending |
External Roles
No external directorships or board roles disclosed in ORRF’s proxy for Mr. Colvard .
Performance Compensation
ORRF’s executive incentive architecture (applies broadly across executive officers) ties annual awards to Net Income and ROAE and long-term vesting to ROAA with a TSR modifier, with a credit quality safeguard for cash incentives .
2024 Incentive Design Targets and Payout Scales (Corporate Plan Basis)
| Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Net Income ($000) | $32,000 | $34,000 | $36,000 |
| ROAE (%) | 11.48% | 12.19% | 12.91% |
| Tier | Total Incentive Payout % of Base at Threshold (Net Income) | Total Incentive Payout % of Base at Target (Net Income) | Total Incentive Payout % of Base at Max (Net Income) | Total Incentive Payout % of Base at Threshold (ROAE) | Total Incentive Payout % of Base at Target (ROAE) | Total Incentive Payout % of Base at Max (ROAE) |
|---|---|---|---|---|---|---|
| Tier 1 (CEO) | 25.0% | 50.0% | 75.0% | 25.0% | 50.0% | 75.0% |
| Tier 2 (Other NEOs) | 20.0% | 40.0% | 60.0% | 20.0% | 40.0% | 60.0% |
2024 Actual Performance vs Plan (Basis for Awards Granted in Early 2025)
| Metric | Threshold | Target | Maximum | 2024 GAAP Results | 2024 Adjusted Results |
|---|---|---|---|---|---|
| Net Income ($000) | $32,000 | $34,000 | $36,000 | $22,050 | $51,975 |
| ROAE (%) | 11.48% | 12.19% | 12.91% | 5.62% | 13.25% |
- Credit quality modifier: STIP cash awards reduced 30% if nonperforming assets/total assets >2%, eliminated if >4%; the metric tested acceptable for 2024, allowing full STIP payouts based on adjusted performance .
- Discretion: Committee may adjust awards ±20% for qualitative factors when at least one metric at/above threshold; no discretionary adjustment used for 2024 awards .
LTIP Award Construction and Vesting
| Award Type | Vesting | Performance Metrics | TSR Modifier |
|---|---|---|---|
| Time-Vested Restricted Stock | 33% on each of first three anniversaries of grant date, continued service required | N/A | N/A |
| Performance-Vested RSUs | 100% after three years (2025–2027 cohort), vest based on ROAA vs internal targets; awards forfeited if minimal ROAA not achieved | ROAA (threshold 50% payout; target 100% payout; straight-line between) | ±20% adjustment vs index of similarly sized banks based on three-year TSR (underperform ≥20%: −20%; perform at 50th: 0%; outperform ≥20%: +20%) |
Equity Ownership & Alignment
| Policy/Practice | Status | Details |
|---|---|---|
| Stock ownership guidelines (executives) | No formal guidelines for NEOs not on Board | Executives generally hold personal investments; equity grants and personal holdings subject to Insider Trading Policy |
| Anti-hedging | Prohibited | No derivatives or private hedging to offset economic risk in ORRF securities for directors/executives/related persons |
| Anti-pledging | Prohibited | No pledging ORRF securities (including margin loans/non-purpose loans under Reg U) |
| Clawback (SEC/Nasdaq 10D-1) | Adopted | Compensation Recovery Policy requiring recoupment of erroneously awarded incentive comp after accounting restatement; plan-level clawback/forfeiture; unvested LTIP subject to automatic clawback if bank not “well-capitalized” |
| Beneficial ownership (Mr. Colvard) | Not disclosed | Management ownership table does not list Mr. Colvard; no Form 4 data cited in proxy |
Employment Terms
- Role and start: EVP, Chief Operations Officer; joined ORRF in 2025 .
- Contract, severance, and change-of-control: Employment agreement and change-of-control terms for Mr. Colvard are not disclosed in the 2025 proxy. Company-wide CIC agreements (for specified NEOs) provide 2.99x salary + highest cash bonus/annual incentive over prior three years, two years of health and welfare benefits, and equity acceleration where plan documents are silent; CIC definitions include ownership/voting power tests and asset sale thresholds. Mr. Colvard’s participation in these agreements is not specified .
- Restrictive covenants (CIC agreements for NEOs): Non-compete and non-solicit for the greater of six months post-termination or one year after CIC; Mr. Colvard’s specific terms are not disclosed .
Performance & Track Record
| Company Metric (FY 2024) | Value | Context |
|---|---|---|
| Adjusted Net Income ($mm) | 56.1 (company highlight) | 2024 adjusted net income up vs $36.6mm in 2023; proxy CD&A uses adjusted Net Income $52.0mm for incentive calculations |
| Net Interest Margin (tax-equivalent) | 3.92% (FY), 4.05% (Q4) | NIM remained strong; Q4 net accretion impact from purchase accounting marks |
| Total Assets ($bn) | 5.4 | Reflects merger-of-equals scale-up and integration |
| Loans Held for Investment ($bn) | 3.9 | +$1.6bn YoY; CRE concentration reduction actions in Q4 |
| Total Deposits ($bn) | 4.6 | +$2.0bn YoY |
| Nonaccrual Loans/Total Loans | 0.61% | Down from 1.11% in 2023; sale of nonaccrual loans in Q4 |
| Quarterly Dividend | $0.26 per share (Q1 2025) | Two increases since merger completion, aggregate +$0.06 |
| Three-Year TSR Percentile | 100th percentile vs both peer groups | Compensation benchmarking context |
Investment Implications
- Compensation alignment and risk controls: Executive incentives are tightly linked to Net Income/ROAE with a credit quality gate, while LTIP uses ROAA and a relative TSR modifier with clawback provisions and anti-hedging/pledging—reducing misalignment risk and limiting opportunistic timing or leverage-based selling .
- Retention and visibility: Mr. Colvard’s employment terms, severance, CIC coverage, ownership stake, and vesting overhang are not disclosed—creating information gaps for retention risk and potential insider selling pressure analysis. Given ORRF’s broader CIC constructs and active succession planning elsewhere (e.g., COO succession for CEO), monitoring future proxy/8-K disclosures for Mr. Colvard is prudent .
- Execution leverage: His operations optimization and loan administration background directly supports post-merger rationalization and process improvements, a key lever as ORRF targets durable cost saves, credit discipline, and NIM resilience at larger scale .