Brian D. Brunner
About Brian D. Brunner
Brian D. Brunner, age 68, is an independent Class A director of Orrstown Financial Services, Inc. (ORRF) and Orrstown Bank, appointed in 2024 concurrent with the closing of the Company’s merger with Codorus Valley Bancorp; his current board term expires at the 2026 annual meeting . He retired in 2022 from Fiserv, Inc., where he served as Division President of Account and Item Processing Sales within the Global Sales Organization, and brings 30+ years of financial services experience, deep Maryland market knowledge, and financial technology expertise to the Board . Prior service includes boards of Codorus Valley Bancorp/PeoplesBank (2016–2024) and Madison Bancorp, Inc.; he is a member of the Association for Financial Technology and was an organizer and founding director of Bay Net Community Bank .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fiserv, Inc. | Division President, Account and Item Processing Sales (Global Sales Org) | Until retirement in 2022 | Senior operating leadership in fintech/payments; technology expertise leveraged for board oversight |
| Codorus Valley Bancorp/PeoplesBank | Director | 2016–2024 | Regional bank governance experience; integration context for ORRF merger |
| Madison Bancorp, Inc. | Director | Prior to 2016 (dates not specified) | Maryland-focused banking governance experience |
| Bay Net Community Bank | Organizer and Founding Director | Not disclosed | De novo bank formation and market development experience |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| Association for Financial Technology | Member | Ongoing | Networking/professional development in financial technology |
| Other public company boards | Not disclosed | Not disclosed | No other public board roles disclosed in ORRF’s proxy |
Board Governance
- Independence: The Board determined all directors except the CEO (Thomas R. Quinn, Jr.) and a former employee (Barbara E. Brobst) are independent under Nasdaq Rule 5605(a)(2); Brunner is therefore independent .
- Classification/tenure: Class A director; term expires at the 2026 annual meeting .
- Committee assignments:
- Nominating & Governance Committee: Member; all members independent; met six times in 2024 .
- Audit Committee: Member; committee met five times in 2024; audit committee oversight described; Audit Committee report lists Brunner among signatories .
- Enterprise Risk Management (ERM) Committee: Member; met five times in 2024 .
- Board attendance and engagement: In 2024, the Company board met 14 times and the Bank board met 11 times; all directors attended at least 75% of board and committee meetings and all attended the 2024 annual meeting of shareholders .
- Independent leadership and executive sessions: The Board is led by an independent Chairman; independent directors meet in executive session at least twice annually without the CEO or former employee director present .
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/NQDC Earnings ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 15,000 | — | — | — | — | — | 15,000 |
- Note: Subsequent to the ORRF–Codorus merger on July 1, 2024, Brunner received cash distributions of $37,899 from his participation in Codorus Valley Bancorp’s director deferred fee plan (paid by CVAL plan; not ORRF director pay) .
Performance Compensation
| Element | Structure | Metrics/Conditions | Status for Brunner (2024) |
|---|---|---|---|
| Director equity awards | Company common stock grants used for directors (example grant-date fair values shown for 1,030 and 1,500 shares on Jan 24, 2024 and Apr 30, 2024; Chairman received 1,786 and 2,600 shares) | Footnote describes share counts and grant-date values; does not specify performance conditions for director grants | No stock awards in 2024 for Brunner (— in the table) |
- The proxy’s Director Compensation table shows no options, non-equity incentives, or performance-linked director pay elements for Brunner in 2024 .
Other Directorships & Interlocks
| Category | Disclosure |
|---|---|
| Compensation committee interlocks | No interlocking relationships as defined under SEC regulations for the compensation committee or overall Board |
| Related-party transactions | Director/officer/family banking relationships conducted on market terms; any non-ordinary course dealings require approval by disinterested directors; Regulation O compliance for any director credit extensions |
Expertise & Qualifications
- Financial services technology and operations expertise from senior leadership at Fiserv; 30+ years in financial services .
- Regional market knowledge (Maryland) useful for ORRF’s footprint; de novo bank formation experience (Bay Net Community Bank) .
- Audit Committee service reflects financial literacy; Board designated a financial expert (Cindy J. Joiner, CPA) for the committee, with Brunner as a member among seasoned directors .
- Member of Association for Financial Technology, supporting ongoing industry engagement .
Equity Ownership
| As of Date | Common Stock Beneficially Owned | Exercisable Stock Options | Individual % of Class | Pledged Shares | Director Ownership Guideline | Compliance Status |
|---|---|---|---|---|---|---|
| March 3, 2025 | 47,766 | — | <1% (none of named individuals >1%) | Not disclosed; Company policy prohibits pledging by directors | Bylaws require directors to hold at least 5,000 shares within one year of joining the Board | Meets/exceeds guideline with 47,766 shares |
- Group ownership: Directors, nominees, and executive officers as a group (29 persons) beneficially owned ~918,396 shares or 4.7% of outstanding common stock (rounded in proxy table; table shows 905,089 common shares plus 13,307 options) .
Governance Assessment
- Independence and roles: Brunner is an independent director with meaningful committee participation (Audit, Nominating & Governance, ERM), supporting board effectiveness across financial reporting, governance/succession, and enterprise risk .
- Attendance and engagement: Board-level attendance thresholds were met across directors; all attended the 2024 annual meeting, supporting engagement signals .
- Ownership alignment: Strong “skin in the game”; 47,766 shares, exceeding the 5,000-share director ownership requirement within one year of appointment; Company prohibits hedging and pledging by directors, reducing alignment risk .
- Compensation structure: 2024 director pay for Brunner was cash-only with no equity issuance, consistent with mid-year appointment (factual: appointed 2024; cash-only shown); overall board director grants in 2024 used common stock awards at stated grant-date values, but Brunner’s row was “—” for stock awards . The Company’s 2025 Stock Incentive Plan includes best-practice features (minimum one-year vesting, no evergreen, no liberal share recycling, non-employee director annual compensation cap of $750,000, clawbacks, no option re-pricing without shareholder approval) .
- Conflicts and related-party exposure: Ordinary-course banking relationships disclosed and overseen under a formal process, with Regulation O compliance; no director-specific related-party transactions identified for Brunner in the proxy .
- RED FLAGS: None evident from the proxy for Brunner—no hedging/pledging disclosed (prohibited by policy), no interlocks, no related-party transactions beyond ordinary-course banking relationships overseen by disinterested directors, and attendance thresholds met .
- Note: A $37,899 cash distribution from a prior company’s director deferred fee plan post-merger is disclosed but not a conflict at ORRF; it is part of Codorus Valley Bancorp’s plan .
Overall signal: Brunner presents as a technically capable, independent director with fintech and regional banking expertise, broad committee coverage (Audit, N&G, ERM), strong ownership alignment, and no evident conflicts—supportive of investor confidence in board oversight .