Michael E. Jaeger
About Michael E. Jaeger
Executive Vice President, Chief Experience Officer at Orrstown Financial Services, Inc. (Orrstown Bank) since 2025; age 45. Joined Orrstown in 2015 and progressed through treasury management and digital roles: SVP Chief Digital Officer/Director of Treasury Management (2021), SVP Client Experience Officer (2023), appointed EVP Chief Experience Officer (2025) . Company performance context during his tenure includes completion of the merger of equals with Codorus Valley Bancorp on July 1, 2024 and achievement of 18% cost saves on the normalized operating run rate; three‑year TSR ending 2024 ranked at the 100th percentile vs. compensation peer groups . Adjusted 2024 net income was $56.1 million (company highlight) and $52.0 million under compensation plan definitions used to calculate STIP/LTIP outcomes; adjusted ROAE was 13.25% .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orrstown Financial Services, Inc. | EVP, Chief Experience Officer | 2025–present | Focus on client experience across technology/operations; detailed mandate not disclosed |
| Orrstown Financial Services, Inc. | SVP, Client Experience Officer | 2023–2025 | Role scope not disclosed |
| Orrstown Financial Services, Inc. | SVP, Chief Digital Officer / Director of Treasury Management | 2021–2023 | Role scope not disclosed |
| Orrstown Financial Services, Inc. | SVP, Director of Treasury Management | 2019–2021 | Role scope not disclosed |
| Orrstown Financial Services, Inc. | SVP, Director of Cash Management Sales | 2018–2019 | Role scope not disclosed |
| Orrstown Financial Services, Inc. | VP, Director of Cash Management Sales | 2015–2018 | Role scope not disclosed |
External Roles
No external directorships or outside roles are disclosed for Jaeger in the proxy statements reviewed .
Fixed Compensation
No individual base salary, target bonus, or perquisites are disclosed for Jaeger (not a Named Executive Officer in 2024). Company-wide design elements for executive officers are disclosed and apply broadly:
- Base salaries set annually by Compensation Committee; NEO increases were 4.0% (CEO) and 2.0% (others) for 2024, indicating a modest inflationary adjustment; non-NEO executives’ specific salaries are not disclosed .
- Perquisites exist for certain NEOs (vehicle use, allowances, club dues); applicability to Jaeger is not disclosed .
Performance Compensation
Company incentive architecture applies to executive officers broadly; Jaeger participates under this structure though individual award sizes are not disclosed.
| Metric | 2023 Threshold | 2023 Target | 2023 Maximum | 2023 Actual (GAAP) | 2023 Actual (Adjusted) | 2024 Threshold | 2024 Target | 2024 Maximum | 2024 Actual (GAAP) | 2024 Actual (Adjusted) |
|---|---|---|---|---|---|---|---|---|---|---|
| Net Income ($000) | 33,500 | 36,500 | 39,500 | 35,663 | 36,643 | 32,000 | 34,000 | 36,000 | 22,050 | 51,975 |
| ROAE (%) | 13.80% | 15.00% | 16.20% | 14.66% | 15.06% | 11.48% | 12.19% | 12.91% | 5.62% | 13.25% |
Key design mechanics and vesting:
- STIP: Cash awards based on Net Income and ROAE; subject to a credit quality modifier tied to non‑performing assets/total assets (reduce 30% if >2%; eliminate if >4%) . Committee can adjust earned awards by ±20% for qualitative factors when at/above threshold; used in 2023, not used in 2024 .
- LTIP: 50% time‑vested restricted stock (33% annually over 3 years) and 50% performance‑vested RSUs (3‑year cliff, ROAA target with TSR modifier ±20% vs. bank index). 2025 grants use ROAA and TSR over 2025–2027; RSUs do not carry voting/dividends until vest .
- Change-in-control: Under the 2011 Stock Incentive Plan, time‑vested restricted stock accelerates at change of control; RSU treatment per award agreement/committee discretion. The July 1, 2024 Codorus merger constituted a change in control, and all time‑vested restricted stock outstanding then vested; RSUs remained outstanding .
Note: Award targets and realized payouts for Jaeger specifically are not disclosed; tables above reflect company plan metrics and outcomes used for executive awards .
Equity Ownership & Alignment
- Beneficial ownership: The proxy lists individual holdings for directors and NEOs and an aggregate for “directors, nominees and executive officers as a group,” but does not disclose Jaeger’s individual share count; group beneficial ownership was ~4.7% at 3/3/2025 .
- Anti‑hedging/pledging: Directors and executive officers are prohibited from hedging or pledging Company stock (including margin loans/non‑purpose loans) .
- Stock ownership guidelines: Director eligibility requires holding at least 5,000 shares within one year of joining the Board; executive officer ownership guidelines are not disclosed .
Employment Terms
- Employment agreement: Agreements are disclosed for specific NEOs (CEO, CFO, Chief Risk Officer, COO, Market President) covering severance, non‑compete (up to 24 months), and benefits; no employment agreement is disclosed for Jaeger .
- Change‑in‑control agreements: NEOs have separate CIC agreements with 2.99× cash severance (salary plus highest annual cash incentive over prior three years), immediate vesting where plan documents are silent, and two years of health/welfare benefits (employee contribution rates apply). No CIC agreement is disclosed for Jaeger .
- Clawback: Company has a compensation recovery policy aligned with Nasdaq Rule 10D‑1 and broader clawback/forfeiture language in the 2011 Stock Incentive Plan; unvested LTIP awards are subject to automatic clawback if the Bank is not “well‑capitalized” .
Investment Implications
- Pay-for-performance alignment: Executive incentives use clear financial measures (Net Income, ROAE) and long‑term ROAA/TSR performance for equity, aligning upside with profitability and market returns; strong three‑year TSR (100th percentile) supports design efficacy .
- Retention and selling pressure: 2024 change‑in‑control accelerated vesting of time‑vested restricted stock broadly, potentially reducing near‑term selling overhang; ongoing RSU performance hurdles and three‑year vesting sustain retention incentives for executives like Jaeger .
- Alignment safeguards: Explicit anti‑hedging/anti‑pledging policies reduce misalignment risk; robust clawback framework mitigates restatement and misconduct risk .
- Disclosure gap: As a non‑NEO, Jaeger’s specific compensation, ownership, and contract terms are not publicly detailed, limiting precision in assessing individual incentives/retention risk; analysts should monitor future proxies and any Form 4 filings for signal updates .
Additional governance/performance context: 2024 Say‑on‑Pay approval was 80.5%; 2023 was 81%, and shareholders expressed satisfaction with compensation program design emphasizing objective metrics and timeframes . The merger closed July 1, 2024, integration completed with core conversion in November 2024, and cost saves achieved at 18% on the go‑forward run rate, underpinning pro forma profitability and scale expansion .