Matthew Dyckman
About Matthew Dyckman
Executive Vice President, General Counsel at Orrstown Financial Services, Inc. since 2021; age 56 (as of 2025). Prior roles include Counsel at Goodwin Procter LLP (2013–2021) and partner positions at Dentons LLP and Thacher Proffitt & Wood LLP, with 27+ years advising financial institutions on corporate, transactional, and regulatory matters . Company performance context during his tenure includes completion of a merger of equals with Codorus Valley (July 1, 2024), adjusted net income of $56.1 million in 2024 vs. $36.6 million in 2023, and achievement of the 18% cost-save target as of December 31, 2024; TSR ranked at the 100th percentile vs. peers over 2022–2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Goodwin Procter LLP | Counsel | 2013–2021 | Advised financial institutions on corporate, transactional, and regulatory matters |
| Dentons LLP | Partner | Not disclosed | Financial-institution advisory across corporate and regulatory domains |
| Thacher Proffitt & Wood LLP | Partner | Not disclosed | Financial services legal counsel in capital markets and banking |
Fixed Compensation
- Orrstown’s executive compensation framework comprises base salary and incentive plans (cash STIP and equity LTIP) for executive officers; specific pay figures for Mr. Dyckman are not disclosed in the proxy and thus cannot be provided .
- In 2024, base salary adjustments applied to NEOs (CEO +4.0%, others +2.0%); these illustrate committee methodology but are not Dyckman-specific .
Performance Compensation
- Program design for executive officers: Two objective annual metrics (Net Income and ROAE) determine initial STIP and LTIP awards (each metric 50% weighting), with thresholds/targets/maximums and straight-line interpolation; STIP paid in cash, LTIP split 50% time-vested restricted stock and 50% performance-vested RSUs; credit-quality modifier applies to STIP .
| Metric | Weighting | Target Definition | 2024 Targets | 2024 Actual (Adjusted) | Payout Determination | Vesting/Modifier |
|---|---|---|---|---|---|---|
| Net Income | 50% | Company budget | $34,000k target; $32,000k threshold; $36,000k max | $51,975k adjusted (ex-merger costs and acquired loan provision) | Maximum for this metric | STIP cash; LTIP grant; STIP subject to credit-quality modifier |
| ROAE | 50% | Company budget | 12.19% target; 11.48% threshold; 12.91% max | 13.25% adjusted | Maximum for this metric | STIP cash; LTIP grant; STIP subject to credit-quality modifier |
| LTIP ROAA | Applies to RSU vesting | Internal 3-year ROAA goals (threshold→target; payout 50%→100%) | Targets not disclosed competitively | Measured 2025–2027 | Determines baseline RSU vesting | Modified by 3-year TSR vs. indexed peers (±20%) |
| LTIP TSR Modifier | Applies to RSU vesting | TSR vs. 3-year indexed bank cohort | ±20% if ≥/≤ 20% vs. 50th percentile | Measured 2025–2027 | Increases/decreases RSU vesting | Applies after ROAA assessment |
Notes:
- Time-vested restricted stock: vests 33% per year over 3 years; performance-vested RSUs: cliff vest after 3 years based on ROAA and TSR; these plan mechanics apply to executive officers generally, but Dyckman’s individual grant amounts are not disclosed .
- 2024 STIP awards were contingent on credit quality and were paid at maximum given adjusted results; this describes program outcomes for NEOs and framework for executives but is not Dyckman-specific .
Equity Ownership & Alignment
- Anti-hedging and anti-pledging: Directors and executive officers are prohibited from hedging or pledging Company securities; a formal clawback policy applies to incentive compensation restatements, and broader forfeiture language applies to equity awards; unvested LTIP awards are subject to automatic clawback if the Bank is not “well-capitalized” .
- Beneficial ownership: The proxy discloses detailed ownership for directors and NEOs; Dyckman’s individual ownership is not disclosed in the management tables, so vested/unvested breakdown, options, and pledged shares cannot be assessed .
Employment Terms
- Change-in-control (CIC) equity acceleration: Under the 2011 Stock Incentive Plan, time-based equity fully vests upon a “change of control or ownership”; performance-based awards may vest per award terms or at target/actual performance per Board/Comp Committee discretion; Codorus Valley merger triggered time-based vesting across the plan .
- CIC cash/severance agreements are disclosed for CEO, CFO, COO, CRO, and Market President Holt (2.99× salary plus highest annual cash incentive of past 3 years, plus 2 years of health and welfare benefits under specified conditions); Dyckman is not enumerated among these CIC agreements in the proxy .
- Executive employment agreements (severance, non-compete, disability, death benefits) are disclosed for CEO, CFO, COO, CRO, and Holt; Dyckman is not among the executives listed with such agreements in the proxy .
Say‑on‑Pay & Shareholder Feedback
| Item | Year | Outcome |
|---|---|---|
| Advisory vote on executive pay approval rate | 2023 | 81% approval |
| Advisory vote on executive pay approval rate | 2024 | 80.5% approval |
- Ongoing shareholder engagement program offered to holders representing ~43% of outstanding shares into 2025; feedback supportive of the merger, financial performance, and multi-metric incentive design .
Investment Implications
- Alignment: Dyckman’s role as General Counsel sits within an executive framework emphasizing objective performance metrics (Net Income, ROAE) for grant determination and long-term ROAA/TSR for vesting, reinforcing pay-for-performance alignment at the leadership level .
- Retention/contract visibility: Absence of disclosed personal employment/CIC agreements and ownership detail for Dyckman limits precision on severance economics, vesting accelerations, and potential insider selling pressure specific to him; however, plan-level anti-hedging/anti-pledging and clawbacks mitigate governance risk .
- Execution backdrop: Company-level integration success (MOE closed, core conversion completed, cost saves achieved) and top-percentile TSR vs. peers provide context for incentive outcomes and confidence signals; attributing these results to a single executive is not appropriate, but they inform overall compensation-risk alignment during his tenure .