Joel R. Zullinger
About Joel R. Zullinger
Independent Chairman of the Board of Orrstown Financial Services, Inc. and Orrstown Bank; age 76; director since 1981. He is an attorney, of counsel, at Zullinger-Davis-Trinh, P.C. (Chambersburg and Shippensburg, PA). The Board values his long-tenured perspective, leadership, and communication skills as Chairman . He is classified as a Class C director with a term expiring at the 2027 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zullinger-Davis-Trinh, P.C. | Attorney, of counsel | Not disclosed | Board values legal, leadership and communication skills evidenced by Chair service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Mr. Zullinger |
Board Governance
- Independent Chairman of the Boards (Company and Bank); independent leadership used to provide checks on management influence and to preside over executive sessions of independent directors .
- Committee assignments: Compensation Committee (member), Nominating and Governance Committee (member), Enterprise Risk Management Committee (member) .
- Independence: Board determined all directors other than CEO Thomas R. Quinn and former employee Barbara E. Brobst are independent; Mr. Zullinger is independent under Nasdaq rules .
- Attendance and engagement: In 2024, the Company’s Board met 14 times (Bank Board 11); all directors attended at least 75% of Board and committee meetings and attended the 2024 Annual Meeting .
- Executive sessions: Independent directors meet at least twice annually without management present .
- Director eligibility/ownership guideline: Directors must hold at least 5,000 shares of Company common stock within one year of joining the Board .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $30,000 | Standard for non-employee directors |
| Chairman cash fee | $22,000 | Additional cash in recognition of service as Board Chairman |
| Total fees earned or paid in cash | $52,000 | As reported in 2024 Director Compensation Table |
| Change in pension value and nonqualified deferred compensation earnings | $11,000 | Reflects accrual changes related to director retirement/deferral plans |
| Total 2024 compensation | $183,172 | Cash + equity + pension change; see stock awards below |
Performance Compensation
| Grant | Grant date | Shares/Units | Vesting | Grant-date fair value / basis |
|---|---|---|---|---|
| Equity retainer (restricted stock) | Jan 24, 2024 | 1,786 shares | 16 months | Per-share fair value $29.11; Chairman received extra $22,000 in restricted stock retainer |
| Annual meeting grant (restricted stock) | Apr 30, 2024 | 2,600 shares | 13 months | Per-share fair value $26.22; Chairman received an additional 1,100-share grant valued at $28,842 |
| Stock awards (total value) | 2024 (multiple grants) | — | — | $120,172 aggregated for 2024 |
- Non-employee director compensation structure is retainer plus restricted stock grants; no disclosed performance metrics tied to director equity awards (time-vesting only). The 2025 Stock Incentive Plan includes clawback provisions, minimum one-year vesting (with limited exceptions), prohibition on option repricing without shareholder approval, and an annual non-employee director compensation limit of $750,000 ($1,000,000 in first appointment year) .
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation Committee interlocks | None; Company states no interlocking relationships under SEC rules among Compensation Committee or overall Board |
| Other public company boards | None disclosed for Mr. Zullinger |
Expertise & Qualifications
- Legal and governance expertise from private practice; of counsel role at a regional law firm .
- Long-tenured board leadership; Chairman role emphasizes communication and leadership valued by the Board .
- Risk oversight participation via Enterprise Risk Management Committee and Compensation/Nominating committees, indicating broad governance involvement .
Equity Ownership
| Metric | Amount | Date/Status | Notes |
|---|---|---|---|
| Beneficial ownership (common shares) | 51,931 | As of Mar 3, 2025 | From management ownership table |
| Ownership as % of outstanding | <1% | As of Mar 3, 2025 | Proxy states no individual listed owns >1% |
| Shares pledged as collateral | Not disclosed | — | No pledging disclosure noted in proxy |
| Ownership guideline | 5,000 shares required | Within 1 year of joining | He exceeds guideline based on reported beneficial ownership |
Insider Trades
| Transaction date | Type | Shares | Price | Post-transaction ownership | Source |
|---|---|---|---|---|---|
| Jan 25, 2024 | Award (restricted stock) | 1,786 | $0 | 4,669 | https://www.sec.gov/Archives/edgar/data/826154/000082615424000021/0000826154-24-000021-index.htm |
| Apr 30, 2024 | Award (restricted stock) | 2,600 | $0 | 7,269 | https://www.sec.gov/Archives/edgar/data/826154/000082615424000091/0000826154-24-000091-index.htm |
| Jan 30, 2025 | Award (restricted stock) | 2,000 | $0 | 2,000 | https://www.sec.gov/Archives/edgar/data/826154/000082615425000034/0000826154-25-000034-index.htm |
| May 6, 2025 | Award (restricted stock) | 2,600 | $0 | 4,600 | https://www.sec.gov/Archives/edgar/data/826154/000082615425000115/0000826154-25-000115-index.htm |
| Jun 4, 2025 | Gift (disposition) | 160 | $30.20 | 49,772 | https://www.sec.gov/Archives/edgar/data/826154/000082615425000134/0000826154-25-000134-index.htm |
- Additional historical sales and awards from 2020–2023 include periodic open-market sales and annual restricted stock grants; see Form 4 archives referenced in the insider transactions dataset (e.g., 2022-11-17 sale of 250 shares at $26.78, 2023-05-02 award of 1,500 restricted shares) .
Governance Assessment
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Strengths
- Independent Chairman with extensive tenure and multi-committee involvement (Compensation, Nominating & Governance, ERM), indicating significant influence on governance and risk oversight .
- Strong engagement and attendance (≥75% of meetings; attended Annual Meeting), supporting board effectiveness .
- Director pay structure split between cash and equity; additional Chairman fees/grants are transparent with defined vesting; overall director compensation limits and clawback policy under the 2025 plan align with investor-friendly practices .
- Ownership alignment: beneficial ownership of 51,931 shares, exceeding the 5,000-share guideline; none of the individuals own >1%, mitigating concentrated control concerns .
-
Potential risks/considerations
- Legacy Director Retirement Plan benefits continue for certain directors (including Mr. Zullinger) with ongoing accruals (2024 change in pension value $11,000); plan closed to new participants since 2018 but represents continuing obligations .
- Related-party transactions: company notes ordinary-course banking relationships with directors and related interests and requires disinterested Board approval and Reg O compliance; no specific related-party transactions involving Mr. Zullinger are disclosed, but his law firm affiliation warrants continued monitoring for any services provided to the Bank .
- No disclosure of hedging or pledging by Mr. Zullinger; continue to monitor for pledging (a red flag if present) .
- Say-on-Pay approval was 80.5% in 2024; while about executive compensation, sentiment is a moderate signal of shareholder support for compensation practices overseen by the Compensation Committee (of which Mr. Zullinger is a member) .
-
Committee process and independence safeguards
- Compensation Committee composed entirely of independent, outside, non-employee directors; held seven meetings in 2024; no interlocks reported .
- Independent compensation consultant (Aon) engaged by the Compensation Committee and assessed for independence .
RED FLAGS: None explicitly disclosed for Mr. Zullinger (no related-party transactions identified, no hedging/pledging reported, no option repricings under the 2025 plan). Ongoing director retirement plan obligations remain but are legacy and closed to new directors .