David M. Chajkowski
About David M. Chajkowski
David M. Chajkowski, 48, is Executive Vice President and Chief Credit Officer of Orrstown Financial Services, Inc. (Orrstown Bank). He joined in 2016 as VP, Regional Credit Officer, became Senior VP, Senior Credit Officer in 2021, and was appointed Chief Credit Officer in May 2023; he was promoted to EVP in 2024 . Company performance during his tenure includes a transformational merger with Codorus Valley Bancorp (July 2024), achieving an 18% cost save target on a normalized run rate by year-end 2024, and twice raising the quarterly dividend to $0.26 per share post-merger . For 2024, adjusted net income was $56.1 million and net interest margin was 3.92%, with credit quality strengthening (nonaccrual loans/total loans down to 0.61%; nonperforming assets/total assets down to 0.45%) . Over 2022–2024, the company’s TSR ranked at the 100th percentile versus both its existing and new compensation peer groups, which the board cited in incentive decisions .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orrstown Financial Services, Inc. | VP, Regional Credit Officer | 2016–2021 | Regional credit oversight supporting growth and portfolio quality |
| Orrstown Financial Services, Inc. | SVP, Senior Credit Officer | 2021–May 2023 | Senior credit governance amid rising rates and industry stress |
| Orrstown Financial Services, Inc. | Chief Credit Officer | May 2023–Present | Led credit function through merger integration; improved NPA metrics |
| Orrstown Financial Services, Inc. | Executive Vice President | 2024–Present | Enterprise leadership post-merger; cost save execution |
External Roles
- Not disclosed in the proxy statements .
Fixed Compensation
- Base salary, bonus, and perquisites for Mr. Chajkowski are not disclosed. Orrstown’s proxy identifies Named Executive Officers (CEO, CFO, CRO, COO, Market President), but Mr. Chajkowski is not listed among NEOs; therefore, individual fixed pay details are unavailable .
Performance Compensation
Orrstown’s executive incentive framework (applies to NEOs) centers on profitability and returns, with a direct credit quality safeguard—highly relevant to the Chief Credit Officer’s remit. Specific award values for Mr. Chajkowski are not disclosed; the table below reflects company-level incentive mechanics and 2024 outcomes.
| Metric | Weighting | Threshold | Target | Maximum | 2024 Actual (Adjusted) | Payout Outcome |
|---|---|---|---|---|---|---|
| Net Income ($000) | 50% | $32,000 | $34,000 | $36,000 | $51,975 | Maximum level for this metric |
| ROAE (%) | 50% | 11.48% | 12.19% | 12.91% | 13.25% | Maximum level for this metric |
| Credit Quality Modifier (STIP) | Modifier | — | — | — | NPA/Assets ≤ 2% threshold satisfied (company-level) | No reduction applied |
- STIP awards: Cash, subject to a credit quality modifier reducing/eliminating payouts if NPA/Assets exceed 2%/4% respectively .
- LTIP awards: 50% time-vested restricted stock (33% vests annually over 3 years) and 50% performance-vested RSUs measured on three-year ROAA with a ±20% TSR modifier versus a bank index; RSUs vest at 3 years contingent on performance and continued service .
- Pay-for-performance governance: One-time adjustments removed merger-related noise (2024 excluded ~$22.7M pre-tax merger charges and $15.5M provision on acquired loans in assessing adjusted Net Income/ROAE) .
Equity Ownership & Alignment
- Section 16 filings: Mr. Chajkowski filed multiple Form 4 statements (e.g., Feb 19, 2025; Jul 30, 2025), evidencing changes in beneficial ownership; investors should monitor these for selling pressure or accumulation trends . A Form 4 is available on SEC EDGAR for 2025 transactions and via Orrstown’s cloudfront archive .
- Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging and pledging Orrstown stock, improving alignment and reducing collateral-driven sell risk .
- Ownership guidelines: The bylaws require directors to hold ≥5,000 shares; executive-specific ownership guidelines are not disclosed .
- Clawbacks: Nasdaq Rule 10D-1 compliant compensation recovery policy; broader clawback/forfeiture language in stock plan; if the Bank is not “well-capitalized,” all unvested LTIP awards are automatically clawed back .
Employment Terms
- Individual employment agreement, severance, and change-in-control terms for Mr. Chajkowski are not disclosed. Orrstown maintains employment and change-in-control agreements for CEO, CFO, CRO, COO, and Market President (2.99× cash under CIC; acceleration rules if plans are silent; benefits continuation), but Mr. Chajkowski is not named among these agreements in the proxy .
- Non-compete and non-solicit provisions apply to covered executives during employment and for 6–24 months post-termination depending on severance period; however, applicability to Mr. Chajkowski is not specified .
- Deferred compensation arrangements are disclosed for certain executives (Holt, Metz), not for Mr. Chajkowski .
Investment Implications
- Alignment and accountability: The credit quality modifier in STIP (cuts/eliminates cash payouts if asset quality deteriorates) creates tight linkage between the Chief Credit Officer’s performance and compensation—mitigating moral hazard and aligning incentives with credit risk outcomes .
- Reduced forced-selling risk: Anti-pledging bans cut the risk of collateral-driven stock sales; anti-hedging preserves true exposure to equity performance .
- Insider flow signal: Multiple Form 4s by Mr. Chajkowski in 2024–2025 warrant monitoring for patterns of net selling/buying around key dates (merger integration milestones, incentive vesting) .
- Execution track record: Post-merger credit metrics improved (nonaccrual loans/total loans 0.61%; nonperforming assets/total assets 0.45%), alongside achieving the 18% cost save target and top-decile TSR—supporting confidence in risk management and integration execution .
- Watchlist: Absence of disclosed personal severance/CIC terms limits visibility into retention economics; continue to track proxy updates for any new agreements, RSU grants, or changes to executive coverage under CIC .