Christopher J. Orr
About Christopher J. Orr
Executive Vice President and Chief Information Officer at Orrstown Financial Services, Inc. since 2025; age 41. Previously Chief Digital Officer at Sandy Spring Bank, with prior roles leading application/information management and digital technology; he has ~20 years’ experience in consulting, software delivery, and banking . Education: B.S. in Information Systems & Business Management (University of Maryland College Park), MBA in Finance (Loyola College in Maryland), Wharton Leadership Certificate, and ABA Stonier Graduate School of Banking . Company performance context relevant to incentive design: post-merger cost save target of 18% achieved as of 12/31/2024 and dividends increased twice (total +$0.06/share, +30%); three-year TSR at the 100th percentile versus compensation peer groups, with LTIP metrics anchored in ROAA and TSR .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Sandy Spring Bank | Chief Digital Officer | Oct 2024–Jan 2025 | Led transformative digital strategy and platform modernization; integrated software development; supported asset growth from $4.6B to $14B through acquisitions . |
| Sandy Spring Bank | Director of Digital Technology | Jun 2021–Oct 2024 | Directed digital technology roadmap and delivery; strengthened modernization and integration capabilities . |
| Sandy Spring Bank | SVP, Application & Information Management | Jul 2019–Jun 2021 | Oversaw application/information management; foundation for digital strategy execution . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed | — | — | No public-company directorships or committee roles disclosed for Orr . |
Fixed Compensation
- Base salary, target bonus %, and actual bonus for Christopher J. Orr are not disclosed in the latest proxy or filings. Company-level NEO base salary changes and incentive design are described, but Orr is not listed among 2024 NEOs as he joined in 2025 .
Performance Compensation
- Framework: Company’s STIP and LTIP initially size awards off Net Income and ROAE; LTIP vesting uses three‑year ROAA and a TSR peer modifier. Cash awards paid at 158%–180% of target in 2024 for NEOs (illustrative of payout calibration); option awards were $0 for NEOs in 2024, indicating equity emphasis via restricted stock/RSUs .
- 2022 RSU vesting mechanics (illustrative of metrics used):
| Metric | Threshold | Target | Maximum | Payout at Performance | TSR Modifier | Vesting Period |
|---|---|---|---|---|---|---|
| ROAA (%) | 1.05% | 1.10% | 1.15% | 50% / 100% / 200% of target for threshold/target/max | ±20% adjustment based on TSR vs 82-bank index over 3 years | 3 years; vest on 3rd anniversary subject to employment |
- Integration awards: Performance-based restricted stock granted to certain NEOs on 7/1/2024 vest on 7/28/2025 contingent on successful integration and achieving 18% (target) to 20% (max) cost savings; cash integration awards paid to selected NEOs. No disclosure that Orr received integration awards .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 2,500 shares reported on Form 4 for transaction date 2025-05-06; filer: Orr, Christopher . |
| Ownership as % of shares outstanding | Not disclosed; executive ownership table does not list Orr among 3/3/2025 management holdings . |
| Hedging/Pledging | Prohibited by policy for directors, executive officers, and related persons . |
| Ownership guidelines | Company does not currently maintain stock ownership guidelines for NEOs unless they also serve on the Board; equity and personal holdings remain subject to anti‑hedging/pledging . |
| Clawback | Compensation Recovery Policy per Nasdaq Rule 10D‑1; broad clawback/forfeiture in stock plan; LTIP subject to automatic clawback if the Bank is not “well‑capitalized” . |
Employment Terms
- Executive employment agreements disclosed for Quinn (5-year), and Kalani, Metz, Coradi, Holt (3-year) with auto-renewals; severance equals base salary plus average cash bonus for the greater of remaining term or six months; six months of benefits continuation plus 150% of group life premium for three years. Employment agreement for Orr is not disclosed in the proxy .
- Non-compete/non-solicit: For the greater of six months post-termination or the severance payment period, but not to exceed 24 months, executives agree not to compete or solicit employees/clients/referral sources .
- Change-in-control (CIC): For covered executives, 2.99× (base salary + highest annual cash bonus/other annual incentive in past 3 years) lump-sum; two years of health/welfare benefits; equity accelerates if plan terms are silent on CIC. Orr is not listed among executives with CIC agreements in the proxy .
Investment Implications
- Alignment: Initial reported ownership (2,500 shares) and strict anti‑hedging/pledging and clawback regime align incentives; absence of disclosed options reduces incentive to hedge and signals equity‑based retention .
- Execution: Orr’s digital-modernization track record at Sandy Spring (platforms, integration, scaling via acquisitions) is additive for post‑merger technology integration and client experience—key to delivering announced cost saves and sustaining TSR outperformance .
- Retention risk: As a 2025 hire, Orr’s specific employment/CIC economics are undisclosed; policy-level non‑compete and clawbacks exist, but lack of disclosed ownership guidelines for non-director NEOs may modestly reduce formal lock‑in versus peers .
- Trading signals: One Form 4 in May 2025 suggests initial stake formation; no pattern of selling disclosed, implying low near-term selling pressure from Orr; monitor Section 16 filings and 2025 Stock Incentive Plan grants post-approval for vesting overhangs .