John W. Giambalvo
About John W. Giambalvo
John W. Giambalvo (age 55) is an independent Class C director of Orrstown Financial Services, appointed in 2024 concurrent with the merger of equals with Codorus Valley Bancorp; his current term expires at the 2027 annual meeting . He is President and CEO of Jack Giambalvo Motor Co. with 25+ years in the automotive industry and earlier legal roles as a law clerk and Assistant District Attorney in York, PA, bringing operating and legal experience to the board . He is deemed independent under Nasdaq rules; all directors except the CEO and a former employee are independent .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jack Giambalvo Motor Co., Inc. | President & CEO | 25+ years (auto industry experience) | Leads a multi-location auto dealership; operating and sales expertise relevant to small-business client base . |
| York County (PA) District Attorney’s Office | Assistant District Attorney | Not disclosed | Legal and prosecutorial background; governance and compliance perspective . |
| Court of Common Pleas (Hon. John C. Uhler) | Law Clerk | Not disclosed | Early legal training applicable to oversight and fiduciary duties . |
| Pennsylvania Automobile Dealers Association | Director (prior) | Not disclosed | Industry advocacy experience; stakeholder engagement . |
External Roles
| Company/Institution | Public/Private | Role | Tenure | Committees/Notes |
|---|---|---|---|---|
| Codorus Valley Bancorp, Inc. (PeoplesBank) | Public (prior to merger) | Director (CVLY) and PeoplesBank Director | 2017–2024 | Board service ended upon 2024 merger; experience in regional banking governance . |
Board Governance
- Independence: Independent director under Nasdaq; board is 85% independent (11 of 13), excluding CEO and a former employee .
- Committee assignments (2024): Chair, Compensation Committee (7 meetings in 2024); Member, Audit Committee (5 meetings in 2024) .
- Attendance: In 2024, all directors attended at least 75% of board and committee meetings; Company board met 14 times and Bank board 11 times .
- Board leadership: Independent Chairman structure; independent directors meet in executive session at least twice annually .
- Stock ownership requirement: Directors must hold at least 5,000 shares within one year of joining the board .
| Committee | Role | 2024 Meetings | Attendance Disclosure |
|---|---|---|---|
| Compensation Committee | Chair | 7 | All directors met at least 75% of their boards/committees . |
| Audit Committee | Member | 5 | All directors met at least 75% of their boards/committees . |
Fixed Compensation
| Year | Cash Retainer ($) | Equity Award ($) | Other ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 15,000 | — | — | 15,000 |
Director fee structure:
- Standard cash retainer was $30,000 for non-employee directors in 2024; Chair received an additional $22,000 cash; fees paid quarterly in arrears .
- Equity component: $30,000 in restricted stock granted 1/24/2024 (1,030 shares; 16-month vest) plus 1,500 restricted shares granted 4/30/2024 (13-month vest); Chair received additional restricted shares reflecting the chair premium .
- Note: The 2024 director compensation table reflects $15,000 cash and no equity for Mr. Giambalvo (he joined in 2024 post-merger); the table is authoritative for amounts paid/granted in 2024 .
Performance Compensation
Non-employee directors are not paid performance-based bonuses; equity grants are time-vested restricted shares rather than performance-vested awards .
| Grant Type | Grant Dates | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Restricted Stock (Directors) | 1/24/2024 | $30,000; 1,030 shares at $29.11 | 16 months | Annual equity retainer; chair received additional $22,000 (1,786 shares) . |
| Restricted Stock (Directors) | 4/30/2024 | 1,500 shares at $26.22 | 13 months | Annual meeting grant; chair received additional 1,100 shares . |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company directorships | None disclosed besides ORRF . |
| Prior public company directorships | Codorus Valley Bancorp (2017–2024) and PeoplesBank (2017–2024) . |
| Compensation Committee interlocks | None involving Compensation Committee members (including chair) under SEC definitions . |
Expertise & Qualifications
- Operating executive with 25+ years in automotive retail; customer-facing SME business perspective core to community banking markets .
- Legal background (law clerk; Assistant District Attorney) adds compliance and fiduciary orientation .
- Prior regional bank board service (CVLY/PeoplesBank) provides continuity and integration insight post-merger .
Equity Ownership
| Holder | Common Shares Beneficially Owned | Exercisable Options (within 60 days) | % of Shares Outstanding |
|---|---|---|---|
| John W. Giambalvo | 45,844 | — | ~0.24% (45,844 / 19,505,444) using shares outstanding at record date |
- Ownership guideline: Must hold at least 5,000 shares within one year; current ownership of 45,844 exceeds guideline .
- No options reported as exercisable within 60 days; no stock options listed for him in the ownership table .
Governance Assessment
-
Strengths:
- Independent director with relevant small-business operating expertise and prior bank board experience; enhances board effectiveness post-merger integration .
- Serves as Compensation Committee Chair with seven 2024 meetings, signaling active oversight of pay; committee retains and assessed an independent consultant (Aon) with no conflicts, and there are no compensation interlocks—favorable for governance quality .
- Member of Audit Committee, supporting financial reporting oversight; Audit Committee includes a designated financial expert and met five times in 2024 .
- Board independence high (85%) with independent Chair and executive sessions—strong structural safeguards .
- Ownership alignment: holds 45,844 shares and exceeds director ownership requirement (5,000 shares within one year) .
-
Risks/Considerations:
- As an owner-operator of an auto dealership, ordinary-course banking relationships could exist; policy requires disinterested review and market terms, and the filing states such related-person transactions (if any) were on market terms and without unfavorable features in 2024—mitigates conflict concerns but warrants ongoing monitoring .
- Attendance disclosures are aggregated (≥75%); no individual attendance detail—investors may seek more granularity, though overall board/committee cadence was robust in 2024 .
- Director equity appears time-vested rather than performance-contingent; while standard for directors, investors focused on alignment may prefer longer vesting or higher equity mix; Orrstown pays ~50/50 cash/equity to directors and adds annual meeting grants .
-
Shareholder sentiment context: 2024 Say‑on‑Pay received 80.5% support; while primarily about executive pay, it reflects broad investor comfort with compensation governance during the merger year .
Related-Party/Conflict Screening
- Policy: Any dealings with directors or their related interests require approval by a majority of disinterested directors; all such 2024 transactions (including loans) were on substantially the same terms as non‑affiliates and did not involve unusual risk or unfavorable features; Regulation O limits apply with heightened approval thresholds .
- No specific related-party transactions disclosed for Mr. Giambalvo in 2024 beyond ordinary course banking policy language .
Director Compensation Structure Notes
- Cash retainer: $30,000 (2024 policy; paid quarterly); Chair cash premium $22,000 .
- Equity: Restricted shares at start of year and at annual meeting, with 16‑month and 13‑month vesting respectively; Chair receives additional equity reflecting chair premium .
- Deferred comp: Legacy non‑qualified plan for directors who joined prior to Sept 1, 2018; plan accruals totaled $7.9 million company‑wide at 12/31/2024; applicability to Mr. Giambalvo is not indicated (he joined in 2024) .
- Director retirement plan: Only for certain long‑tenured directors; closed to new benefits since 2018 .
RED FLAGS
- None explicitly identified in filings for Mr. Giambalvo; no interlocks, no disclosed related‑party issues beyond ordinary‑course banking, and independence confirmed .
- Monitoring items: any lending or business with entities he controls should continue to be scrutinized under the related‑party policy .
Key citations by section: About **[826154_0000826154-25-000092_orrf-20250404.htm:33]** **[826154_0000826154-25-000092_orrf-20250404.htm:25]** **[826154_0000826154-25-000092_orrf-20250404.htm:34]**; Past/External Roles **[826154_0000826154-25-000092_orrf-20250404.htm:33]** **[826154_0000826154-25-000092_orrf-20250404.htm:5]**; Board Governance **[826154_0000826154-25-000092_orrf-20250404.htm:26]** **[826154_0000826154-25-000092_orrf-20250404.htm:27]** **[826154_0000826154-25-000092_orrf-20250404.htm:34]** **[826154_0000826154-25-000092_orrf-20250404.htm:35]** **[826154_0000826154-25-000092_orrf-20250404.htm:36]**; Compensation (director) **[826154_0000826154-25-000092_orrf-20250404.htm:39]** **[826154_0000826154-25-000092_orrf-20250404.htm:40]**; Ownership **[826154_0000826154-25-000092_orrf-20250404.htm:24]** **[826154_0000826154-25-000092_orrf-20250404.htm:20]**; Interlocks/Consultant **[826154_0000826154-25-000092_orrf-20250404.htm:38]** **[826154_0000826154-25-000092_orrf-20250404.htm:50]**; Say‑on‑Pay **[826154_0000826154-25-000092_orrf-20250404.htm:49]**.