J. Rodney Messick
About J. Rodney Messick
J. Rodney Messick, 53, is Vice-Chairman of the Boards of Orrstown Financial Services, Inc. (ORRF) and Orrstown Bank. He was appointed in 2024 concurrent with the Codorus Valley Bancorp merger and was elected to a new three-year Class B term at the May 6, 2025 annual meeting. He is a 1994 graduate of the U.S. Naval Academy (naval flight officer for eight years) and a graduate of the University of Pennsylvania’s Wharton School and School of Engineering and Applied Science. He is CEO of Homesale Realty Service Group, Inc., with prior public board service at Codorus Valley Bancorp (2019–2024) and Metro Bancorp, Inc. (2012–2016) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Codorus Valley Bancorp, Inc. (PeoplesBank) | Director | 2019–2024 | Community bank board experience across PA/MD markets |
| Metro Bancorp, Inc. | Director | Dec 2012–Feb 2016 | Prior Pennsylvania bank board service |
| United States Navy | Naval Flight Officer | 8 years | Leadership, operations discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Homesale Realty Service Group, Inc. | Chief Executive Officer | Ongoing | Headquartered in Lancaster, PA; serves Baltimore and South/Southeastern PA |
Board Governance
- Vice-Chairman of the Boards of ORRF and Orrstown Bank; Class B director re-elected May 6, 2025 (For votes: 11,131,762; Withheld: 1,370,565) .
- Independence: Board determined Messick independent under Nasdaq Rule 5605(a)(2) (exceptions only for CEO Quinn and former employee Brobst) .
- Committee memberships (2024): Compensation Committee (members: Giambalvo—Chair, Fainor, Messick, Rice, Zullinger) and Nominating & Governance Committee (members: Snoke—Chair, Brunner, Messick, Rice, Zullinger). Not on Audit, ERM, or ALCO .
- Attendance: During 2024, all directors attended at least 75% of Board and committee meetings; Board met 14 times (Company) and 11 times (Bank). Independent directors meet in executive session not less than twice annually; independent Chairman structure in place (Chairman Joel R. Zullinger) .
Fixed Compensation
| Component | Amount/Policy | 2024 Messick Detail |
|---|---|---|
| Annual cash retainer (non-employee directors) | $30,000, paid quarterly | $15,000 cash (partial-year post-merger) |
| Board Chairman cash premium | +$22,000 (Chairman only) | Not applicable |
| Committee chair/member fees | Not disclosed | Not disclosed |
| Meeting fees | Not disclosed | Not disclosed |
2024 director compensation for Messick totaled $15,000 (cash) with no stock awards recorded for the year (he joined July 1, 2024 post the January and April grant dates) .
Performance Compensation
| Element | Design/Terms | Messick 2024 |
|---|---|---|
| Restricted stock (retainer equity) | $30,000 RS grant each January with 16-month vest; annual meeting grant (e.g., Apr 30, 2024: 1,500 RS, 13-month vest) | No 2024 stock awards recorded for Messick due to appointment timing |
| Plan limits (non-employee director) | Annual total director comp cap $750,000; $1,000,000 in initial appointment year under 2025 Plan | Applies beginning 2025 |
| Clawback/forfeiture | Awards subject to Nasdaq Rule 10D-1 compensation recovery; dividends subject to vesting; forfeiture for fraud/embezzlement etc. | Applies to director equity awards |
Anti-hedging and anti-pledging: Directors and related persons are prohibited from hedging or pledging Company securities, supporting alignment and reducing collateral risk .
Other Directorships & Interlocks
| Company | Role | Years | Notes |
|---|---|---|---|
| Codorus Valley Bancorp, Inc. | Director | 2019–2024 | Prior peer bank board; joined ORRF board at merger close |
| Metro Bancorp, Inc. | Director | 2012–2016 | Prior PA bank board service |
| Interlocks | None | — | Proxy discloses no compensation committee interlocks or insider participation issues |
Expertise & Qualifications
- Banking and board experience across multiple community banks; Vice-Chairman leadership at ORRF .
- CEO of a regional real-estate services company (Baltimore and PA footprint) providing market and operating insight .
- Technical and leadership credentials: U.S. Naval Academy (1994) and graduate of Penn’s Wharton and School of Engineering .
Equity Ownership
| Holder | Common Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| J. Rodney Messick | 10,666 | <1% (none of the named individuals >1% as of Mar 3, 2025) | As disclosed in beneficial ownership table |
| Shares outstanding (record date) | 19,505,444 | — | Annual meeting record date context |
- Director stock ownership guideline: Directors must hold at least 5,000 shares; one year to comply. Messick is in compliance (10,666 shares) .
- Pledging/hedging: Prohibited for directors; supports alignment and reduces red-flag risk .
Governance Assessment
-
Strengths and signals:
- Independent Vice-Chairman with prior bank board experience; independent Chairman structure and regular executive sessions bolster oversight .
- Active roles on Compensation and Nominating & Governance committees; both met frequently in 2024 (Comp: 7; Nom/Gov: 6), indicating engagement .
- Shareholder support: Messick received 11,131,762 votes “For” (with 1,370,565 “Withheld”) at 2025 meeting; overall average support for nominees ~92.47%, indicating broad confidence, with room to enhance individual support through continued engagement .
- Alignment policies: Explicit anti-hedging/anti-pledging and clawback provisions (including director equity under 2025 Plan) reduce misalignment and reputational risk .
-
Potential conflicts and mitigants:
- Ordinary course banking transactions with directors/families are reviewed/approved by disinterested directors and subject to Regulation O; terms aligned with market practices to mitigate conflicts. No specific related-party transactions disclosed for Messick .
- Real-estate services CEO role could intersect with banking relationships; board approval and Regulation O guardrails are in place; no flagged transactions disclosed .
-
RED FLAGS:
- None disclosed related to pledging/hedging, legal proceedings, option repricing, or consultant conflicts; Compensation Committee retained independent consultant (Aon) assessed as conflict-free .
- Attendance threshold met; no low attendance disclosed .
-
Compensation structure observations:
- Director pay mix is roughly half cash/half equity by policy, with minimum vesting and dividend vesting alignment; Messick did not receive 2024 equity due to appointment timing post-grant dates. Going forward, annual meeting grants and plan limits under the 2025 Plan apply .
-
Ownership alignment:
- Messick’s holdings exceed the 5,000-share director guideline and are subject to anti-hedging/anti-pledging restrictions .