Mark K. Keller
About Mark K. Keller
Mark K. Keller (age 71) has served on Orrstown Financial Services, Inc.’s board since 2009 and the Bank’s board since 2008. He is a former Pennsylvania state legislator (Representative for the 86th District, 2004–2020) and a business owner (Spring-Mar Farm; Mark Keller Auctioneer Real Estate), providing local market knowledge and small-business perspective valuable to a community bank platform . He is a Class B director standing for re-election in 2025 and is considered independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania General Assembly | State Representative, 86th District | 2004–2020 | Public policy exposure and constituent-market knowledge leveraged by the board |
| Spring-Mar Farm | Owner | Ongoing | Local business operator; perspective on agricultural/SMB clients |
| Mark Keller Auctioneer Real Estate | Owner | Ongoing | Real estate consulting; market and property knowledge |
| Orrstown Financial Services (historic) | Audit Committee member (prior period) | 2022 | Served on Audit Committee per 2023 proxy; strengthened financial oversight credentials |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Mr. Keller in the latest proxy . |
Board Governance
- Independence: Independent director; only CEO (Quinn) and former employee (Brobst) are non-independent .
- Committee assignments: Member, Asset-Liability Management Committee (ALCO); 2024 members included Segal (Chair), Brown, Fainor, Keller, Snoke; ALCO met five times in 2024 .
- Attendance: In 2024, all directors attended at least 75% of board and committee meetings; Board met 14 times (Company) and 11 times (Bank) .
- Board structure: Classified board (13 directors; Classes A/B/C); independent Chairman leads executive sessions at least twice annually .
Fixed Compensation
| Component (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $30,000 |
| Stock Awards (Grant-Date Fair Value) | $69,330 |
| Option Awards | — |
| Non-Equity Incentive Plan Compensation | — |
| Change in Pension Value and Nonqualified Deferred Comp Earnings | $11,744 |
| All Other Compensation | — |
| Total | $111,074 |
Restricted stock retainer structure and vesting:
| Grant Date | Shares | Fair Value/Share | Vesting | Notes |
|---|---|---|---|---|
| Jan 24, 2024 | 1,030 | $29.11 | 16 months | Part of ~$30,000 equity retainer |
| Apr 30, 2024 | 1,500 | $26.22 | 13 months | Annual meeting grant; grant-date value ~$39,330 |
Director retirement plan (Bank):
- Keller is party to a director retirement agreement (with Snoke and Zullinger). Benefit payable in 120 consecutive monthly installments post-termination after normal retirement age (65), with 4% annual increases; forfeiture for misconduct/competition; change-in-control provisions apply; accrued benefit obligations for plan totaled $1.7 million at 12/31/2024 .
Deferred compensation plan:
- Nonqualified deferred compensation plan established in 1995; director participation limited to those joining before Sept 1, 2018; rabbi trust; immediate distributions upon hostile takeover; accrued benefit obligations totaled $7.9 million at 12/31/2024 (company-wide) .
Performance Compensation
| Performance-Linked Elements for Directors | Status |
|---|---|
| Performance metrics tied to director compensation (e.g., revenue, ROE, TSR) | None disclosed; director equity is time-vested only |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Conflicts |
|---|---|---|---|
| — | — | — | No public company directorships or interlocks disclosed for Keller . |
- Compensation Committee interlocks: None for Company overall; members in 2024 did not include Keller .
Expertise & Qualifications
- Market/regional knowledge via legislative service and local business ownership .
- Board leverages matrix for skills (accounting, risk, technology, regional knowledge); 85% independent; 54% with financial services careers; Keller contributes market-area insight and small-business perspective .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial Ownership (Common Stock) | 23,919 shares |
| Percent of Shares Outstanding | ~0.12% (23,919 / 19,505,444) |
| Exercisable Stock Options (within 60 days) | — |
| Director Stock Ownership Requirement | 5,000 shares; compliance: exceeds requirement |
Recent insider transactions (Form 4 references):
| Date (Filed) | Transaction | Shares | Notes |
|---|---|---|---|
| May 8, 2025 | Acquisition (grant) | 2,500 | Reported for Keller; director grants recorded across multiple insiders |
| May 8, 2025 | Form 4 filed | — | Filing reference: “Filed by: Keller Mark K.” |
| Jan 30, 2025 | Form 4 filed | — | Filing reference: “Filed by: Keller Mark K.” |
| Aug 4, 2011 | Form 4 filed | — | Historical filing reference |
Note: Proxy-reported beneficial ownership excludes unvested restricted shares; vesting schedules imply some 2024 grants remained unvested as of the March 3, 2025 record date .
Governance Assessment
- Independence and attendance: Keller is independent and met the board’s attendance expectations; board uses independent Chairman structure and executive sessions, supporting board effectiveness .
- Committee effectiveness: ALCO membership aligns with interest rate, liquidity, and market risk oversight—material for a community bank; ALCO met five times in 2024 .
- Ownership alignment: Keller’s 23,919 shares materially exceed the 5,000-share director requirement and are augmented by ongoing time-vested equity grants, aligning interests with shareholders .
- Director pay design: Approximately 50/50 cash/equity retainer, no meeting fees, and no options; additional chair retainers apply only to Chairman (not Keller). Time-vested equity strengthens alignment without introducing performance metric gaming .
- RED FLAGS / watch items:
- Director Retirement Plan exposure: Keller’s participation creates a defined benefit stream; while common among legacy community banks, it can be viewed as entrenchment risk if not tightly governed. Plan includes forfeiture for misconduct/competition and limits excess parachute payments .
- Related-party transactions: Directors and their related interests may have ordinary-course banking relationships; all non-ordinary transactions require review/approval by disinterested directors, and loans follow Regulation O standards to mitigate conflicts .
- Shareholder sentiment: Say-on-Pay support for executives was 80.5% in 2024; while not director-specific, it indicates general investor acceptance of compensation structures post-merger .
Overall signal: Keller’s independence, tenure, and local-market expertise support board effectiveness. Ownership alignment is solid via equity retainer and personal holdings. Principal governance watch item is legacy retirement benefit exposure and ensuring robust related-party oversight consistent with Regulation O and disinterested review .