Glenn W. Snoke
About Glenn W. Snoke
Independent director of Orrstown Financial Services, Inc. since 1999; age 76; retired President and CEO of Snoke’s Excavating & Paving, Inc. Brings small business and construction industry perspective aligned with community bank client base; education not disclosed in the proxy biography. Class C director with term expiring in 2027 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snoke’s Excavating & Paving, Inc. | President & CEO | — | Entrepreneurial and construction industry experience informs lending and client needs in construction vertical |
External Roles
- No other public company directorships disclosed in the proxy biography .
Board Governance
- Committee assignments: Chair, Nominating & Governance Committee; Member, Asset-Liability Management (ALCO) Committee .
- Independence: Board determined all directors except the CEO (Quinn) and former employee Brobst are independent; Snoke is independent under Nasdaq rules .
- Attendance: Board met 14 times (Company) and 11 times (Bank) in 2024; all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Board leadership: Independent Chairman (Joel R. Zullinger); independent directors meet in executive session at least twice annually .
- Director eligibility: Directors must hold at least 5,000 shares within one year of joining the Board .
Fixed Compensation
| Component | 2024 Amount ($) | Detail |
|---|---|---|
| Annual cash retainer | 30,000 | Paid quarterly; non-employee director structure targets ~50% cash, ~50% equity |
| Director retirement plan – change in pension value | 8,036 | Accrued expense impact under legacy Director Retirement Plan |
| All other compensation | — | No disclosed deferred comp contribution for Snoke in 2024 |
Notes:
- Non-employee directors received restricted stock as part of retainer and an additional annual meeting grant (see Performance Compensation) .
- Separate Board Chairman cash/equity premia apply only to the Chairman; no committee chair fees disclosed for Nominating & Governance chair .
Performance Compensation
| Grant Date | Shares (#) | Fair Value/Share ($) | Vesting | Total Fair Value ($) |
|---|---|---|---|---|
| Jan 24, 2024 | 1,030 | 29.11 | 16-month time-based vest | 30,000 |
| Apr 30, 2024 | 1,500 | 26.22 | 13-month time-based vest | 39,330 |
- Directors’ equity compensation is time-vested restricted stock; no performance-vesting or option awards disclosed for directors in 2024 .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Committee roles at other companies | Not disclosed |
| Interlocks | None disclosed; Compensation Committee interlocks: none across Board |
Expertise & Qualifications
- Small business owner/operator experience in construction sector; perspective valued for bank’s construction industry clientele .
- Governance leadership as Chair of Nominating & Governance Committee .
- Risk and balance sheet oversight via ALCO membership .
Equity Ownership
| Metric | Value | Source |
|---|---|---|
| Beneficial ownership (common shares) | 37,981 | |
| Exercisable stock options | — | |
| Ownership as % of outstanding shares | ~0.19% | Calculated from 37,981 and 19,505,444 outstanding |
| Shares pledged as collateral | Not disclosed | |
| Stock ownership guideline | 5,000 shares minimum within one year | |
| Compliance status | Exceeds guideline (37,981 shares) |
Insider Trades (Form 4 – restricted stock grants)
| Metric | 2024-01-25 | 2024-04-30 | 2025-01-30 | 2025-05-06 |
|---|---|---|---|---|
| Shares awarded (#) | 1,030 | 1,500 | 1,000 | 1,500 |
| Security | Restricted stock | Restricted stock | Restricted stock | Restricted stock |
| Post-transaction shares (reported) | 3,141 | 4,641 | 1,000 | 2,500 |
| Form type | 4 | 4 | 4 | 4 |
Note: Insider filings report restricted stock awards separate from total beneficial ownership disclosed in the proxy; beneficial ownership table reflects aggregate holdings including long-held shares .
Governance Assessment
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Strengths
- Long-tenured independent director with committee leadership (chairs Nominating & Governance; member ALCO), supporting board effectiveness and succession oversight .
- Strong engagement and attendance record alongside the full Board in 2024; independent board leadership with executive sessions reinforces oversight .
- Meaningful personal share ownership exceeding guideline; compensation mix aligns director interests via equity retainer and annual restricted stock grants .
- No compensation committee interlocks; audit and risk oversight frameworks documented; shareholder say-on-pay support at 80.5% in 2024 indicates acceptable alignment on executive pay design .
-
Potential Risks/Watch items
- Director Retirement Plan benefits remain for legacy directors (including Snoke), with post-service payouts; while closed to new benefits since 2018, this can be viewed as a non-performance-based entitlement and may modestly weaken at-risk pay alignment for directors .
- Related-party banking relationships permitted in ordinary course; extensions of credit to insiders require disinterested director approval and adhere to Regulation O; monitor for any future deviations from arm’s-length terms (none disclosed) .
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Conflicts/Related-party exposure
- Proxy discloses insider/related-party transactions are on prevailing terms with governance controls; no director-specific adverse related-party transactions for Snoke disclosed; no pledging of shares disclosed .
Director Compensation Structure (Context)
- Non-employee director pay set around a 50/50 cash/equity mix; annual cash retainer of $30,000; restricted stock granted both as part of retainer (16-month vest) and at annual meeting (13-month vest). No meeting fees; Board Chairman receives additional premia (not applicable to Snoke) .
Additional Board Context (for governance benchmarking)
- Board independence: 11 of 13 directors independent; skills matrix emphasizes accounting, risk, technology, and regional knowledge; independent Chairman structure .
- Committees: Compensation Committee fully independent; uses Aon as independent consultant (no conflicts); ERM and Audit committees active with defined oversight scopes .
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