Eric A. Segal
About Eric A. Segal
Eric A. Segal, age 67, is an independent director of Orrstown Financial Services, Inc. since 2013. He is Managing Director and head of the Banking and Financial Institutions Group at CFO Consulting Partners LLC, where he has periodically served as interim CFO for public and private companies, bringing strong financial acumen to ORRF’s board . The board has determined he is independent under Nasdaq rules (independence excludes the CEO and a former employee; Segal is not among the excluded) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orrstown Financial Services, Inc. | Director | Appointed 2013 | Audit Committee member; Chair, Asset-Liability Management (ALCO) Committee; viewed as contributing strong financial acumen to risk and balance sheet oversight |
| CFO Consulting Partners LLC | Managing Director; Head of Banking & Financial Institutions Group | Since 2012 | Periodic interim CFO assignments; multi-institution finance experience valued by the Board |
External Roles
| Organization | Role | Public Company? | Notes |
|---|---|---|---|
| CFO Consulting Partners LLC | Managing Director | No (consulting firm) | Leads banking FI practice; periodic interim CFO for public and private companies (no other public board seats disclosed) |
Board Governance
- Independence: Independent director under Nasdaq Rule 5605(a)(2) (only CEO and a former employee are not independent) .
- Attendance: In 2024, all directors attended at least 75% of Board and committee meetings; Company Board met 14 times and Bank Board met 11 times . In 2023, all directors attended at least 75%; Company Board met 16 times and Bank Board met nine times .
- Independent leadership: The Company has an independent Chairman who presides over executive sessions of independent directors; independent directors meet in executive session at least twice annually .
| Committee | Role | 2024 Meetings | 2023 Meetings |
|---|---|---|---|
| Audit Committee | Member | 5 meetings | 8 meetings |
| Asset-Liability Management (ALCO) Committee | Chair | 5 meetings | 6 meetings |
Fixed Compensation
| Year | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 30,000 | 69,330 (restricted shares) | 10,500 (Deferred Compensation Plan contributions) | 109,830 |
| 2023 | 26,500 | 45,550 (restricted shares) | 10,500 (Deferred Compensation Plan contributions) | 82,550 |
- Director pay mix: Approximately 50% cash and 50% restricted stock retainer, plus annual restricted stock grants; no meeting fees disclosed; Board Chair receives additional cash and equity retainer (not applicable to Segal) .
Performance Compensation
Directors do not have performance-based equity; Segal’s equity grants are time-vested restricted stock with specified vesting schedules.
| Grant Date | Award Type | Shares | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jan 24, 2024 | Restricted stock | 1,030 | 30,000 (at $29.11/share) | 16 months |
| Apr 30, 2024 | Restricted stock | 1,500 | 39,330 (at $26.22/share) | 13 months |
No director PSUs, options, or TSR/ROAA-linked metrics are disclosed for directors; such metrics apply to NEO LTIP, not the Board –.
Other Directorships & Interlocks
- Other current public company boards: None disclosed for Segal .
- Compensation Committee interlocks: None for the Company’s Compensation Committee (no interlocking relationships) .
Expertise & Qualifications
- Financial leadership and CFO experience across banking institutions (consulting and interim CFO roles) .
- Risk and balance sheet oversight as ALCO Chair; Audit Committee experience .
- Board values his financial acumen and banking experience across Mid-Atlantic and other regions .
Equity Ownership
| As of | Common Stock Beneficially Owned (shares) | Exercisable Stock Options | Notes |
|---|---|---|---|
| Mar 3, 2025 | 25,546 | — | None of the named individuals beneficially own >1% of outstanding shares |
| Mar 1, 2024 | 22,441 | — | Group held ~6.2% of outstanding (Segal individually <1%) |
- Stock ownership guideline: Directors must hold at least 5,000 shares within one year of joining; Segal exceeds guideline .
- Hedging/pledging policy: Directors and executives are prohibited from hedging and pledging Company stock; clawback policy adopted per Nasdaq Rule 10D-1 .
Governance Assessment
-
Positive signals
- Independent director with deep finance/CFO expertise; serves on Audit and chairs ALCO, supporting effective oversight of financial reporting and balance sheet risk .
- Ownership alignment: Holds 25,546 shares; director pay mix is ~50% equity and 50% cash; mandatory minimum share ownership of 5,000 shares reinforces alignment .
- Board process strength: Independent chair; executive sessions; formal risk oversight with ERM structure; strong audit governance; say-on-pay support of 80.5% in 2024 and 81% in 2023 indicates investor confidence in compensation governance – .
- Director compensation disclosures show modest cash retainer increases and transparent time-vested equity grants; no option repricing or tax gross-ups disclosed for directors – –.
-
Watch items
- Related-party and Regulation O banking relationships with directors exist in ordinary course; they are reviewed and approved by disinterested directors and subject to Regulation O, but investors should monitor for concentration or unusual terms over time .
- Participation in the non-qualified Deferred Compensation Plan for legacy directors (including Segal) involves Company contributions; while common, investors should watch aggregate obligations growth ($7.9M accrued benefit obligations in 2024) .
-
RED FLAGS
- None specific to Segal disclosed (no hedging/pledging, no related-party exceptions, no low attendance, no compensation anomalies) .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 80.5% in favor; robust ongoing shareholder engagement offered to holders of ~43% of outstanding shares through the period .
- 2023 Say-on-Pay approval: 81% in favor; engagement offered to holders of ~45% of outstanding shares .
Compensation Structure Analysis
- Year-over-year director compensation increase consistent with retainer moving from $26,500 cash in 2023 to $30,000 cash in 2024; equity award values increased with clear vesting terms; for Segal total moved from $82,550 to $109,830, reflecting merger-related board evolution and standardized mix (cash/equity) rather than increased guarantees .
Related Party Transactions
- Banking transactions with directors/families/entities are at market terms, requiring disinterested director approval; extensions of credit subject to Regulation O and Company requires prior approval for all such credit extensions .
Compensation Committee Analysis (context)
- Compensation Committee composed solely of independent directors; retains independent consultant (Aon) with no conflicts; peer groups updated post-merger; although NEO-focused, this reflects governance quality applicable to board oversight of pay .
Other Notes
- Board diversity and independent oversight continue to be emphasized by the Company, with independent chairman and formal risk/governance structures (contextual board quality) –.