Cindy J. Joiner
About Cindy J. Joiner
Cindy J. Joiner, CPA, age 63, is an independent director of Orrstown Financial Services, Inc. (ORRF), serving since 2016. She is the Chief Financial Officer of The Bowman Group, LLC (a privately held transportation/logistics, hospitality, and real estate company) since 2007, bringing deep accounting expertise and multi-industry exposure aligned with bank lending domains and regional Maryland market familiarity . She serves in Class A with term expiring at the 2026 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Bowman Group, LLC | Chief Financial Officer | 2007–present | Oversees finance and accounting across multi-state logistics and real estate operations; credentialed CPA |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| The Bowman Group, LLC | Chief Financial Officer | Private | No public company directorships disclosed in biography |
Board Governance
- Independence: Independent under Nasdaq Rule 5605(a)(2) (all directors except CEO Quinn and former employee Brobst; Joiner is independent) .
- Committee assignments:
- Audit Committee: Chair; designated Audit Committee “financial expert” based on CPA/CFO background; committee met 5 times in 2024 .
- Enterprise Risk Management (ERM) Committee: Member; ERM met 5 times in 2024 .
- Board structure and attendance:
- Company Board met 14 times; Bank Board met 11 times; all directors attended at least 75% of meetings; all directors attended the 2024 Annual Meeting .
- Independent Chairman leadership model; Chairman presides over executive sessions; independent directors meet in executive session at least twice annually . Chairman: Joel R. Zullinger .
Fixed Compensation (Director – 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Paid quarterly; standard for non-employee directors |
| All Other Compensation | $7,850 | Company contributions to deferred compensation plan |
| Committee chair fees | — | Not disclosed; only Board Chairman receives additional fees |
| Meeting fees | — | Not disclosed; compensated via retainers |
Performance Compensation (Director Equity – 2024)
| Grant Date | Instrument | Shares (#) | Fair Value (USD) | Vesting | Pricing Detail |
|---|---|---|---|---|---|
| Jan 24, 2024 | Restricted Stock | 1,030 | $30,000 | 16-month vesting | Grant-date price $29.11 |
| Apr 30, 2024 | Restricted Stock | 1,500 | $39,330 | 13-month vesting | Grant-date price $26.22 |
| Options | — | — | — | — | — |
- Equity mix reflects ~50% of director compensation paid in restricted shares to align with shareholder interests; additional annual-meeting grant practice is standard for non-employee directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| None disclosed | — | No public company directorships listed for Joiner; no interlocks identified in proxy . |
Expertise & Qualifications
- CPA and sitting CFO with multi-industry finance leadership; designated Audit Committee financial expert .
- Knowledge of Maryland markets aligns with ORRF footprint post-merger; adds regional credit and market insight .
- Risk oversight experience through ERM Committee membership .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (common shares) | 20,826 |
| Options (exercisable/unexercisable) | None disclosed |
| % of shares outstanding | ~0.11% (20,826 / 19,505,444) |
| Shares pledged as collateral | Not disclosed in proxy |
| Ownership guideline compliance | Directors must hold ≥5,000 shares within one year; Joiner’s 20,826 exceeds requirement |
Governance Assessment
- Strengths:
- Independent director; Audit Chair and financial expert designation strengthen financial reporting oversight and signal board competence to investors .
- Balanced director pay structure with 50% equity, plus short vesting schedules (13–16 months) promotes ongoing alignment; no option awards or excessive perquisites indicated .
- Attendance at or above the 75% threshold across boards and committees; full participation in Annual Meeting .
- ERM Committee role supports risk governance for credit, liquidity, cybersecurity, and AML—critical in a post-merger integration period .
- Potential conflicts/related party exposure:
- Proxy notes ordinary-course banking transactions with directors and related interests, reviewed on market terms and approved by disinterested directors; no unfavorable features or specific related-party transactions disclosed for Joiner .
- Shareholder sentiment:
- Say-on-Pay support 80.5% in 2024 indicates acceptable shareholder alignment on compensation frameworks; Compensation Committee independence and use of external consultant (Aon) with no conflicts noted .
Overall: Joiner’s profile (CPA/CFO), Audit leadership, and equity-heavy director compensation structure are positive governance signals. No disclosed red flags on attendance, related-party transactions, pledging/hedging, or pay anomalies in the proxy .