Robert G. Coradi
About Robert G. Coradi
Executive Vice President, Chief Risk Officer (CRO) and Secretary of Orrstown Financial Services, Inc. (ORRF); age 63; joined in 2012, CRO since April 2014, Secretary since 2018 . Company performance backdrop in 2024 included adjusted net income of $56.1 million (vs. $36.6 million in 2023), net interest margin of 3.92%, assets up 74% to $5.4 billion, and improved credit quality (nonaccrual loans/total loans 0.61%; nonperforming assets/total assets 0.45%) . Over the 3-year period ending 12/31/2024, ORRF’s TSR ranked at the 100th percentile of its compensation peer group and the new larger peer group adopted for 2025 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Orrstown Financial Services, Inc. | EVP & Chief Risk Officer | 2014–present | Enterprise risk oversight; Board-level ERM interaction |
| Orrstown Financial Services, Inc. | Secretary (Company & Bank) | 2018–present | Corporate governance administration |
| Orrstown Bank | SVP & Chief Credit Officer | 2012–2014 | Credit policy and portfolio quality leadership |
| Susquehanna Bank (PA Division) | Commercial Sales Manager | 2008–2012 | Commercial growth leadership in PA markets |
External Roles
- None disclosed in the proxy .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $300,900 | $306,918 |
| STIP Target (% of Base) | — | 40% |
| STIP Actual Paid ($) | — | $184,151 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual (2024 Adjusted) | Payout Level | Vesting |
|---|---|---|---|---|---|---|
| Short-Term Incentive (Cash) | Net Income | 50% of total incentive (with ROAE) | $34,000k | $51,975k | Maximum | Cash paid; credit-quality gate met |
| Short-Term Incentive (Cash) | ROAE | 50% of total incentive (with Net Income) | 12.19% | 13.25% | Maximum | Cash paid; credit-quality gate met |
| Long-Term Incentive (Time-Vested RS) | Initial award based on 2024 Net Income & ROAE | 50% of LTIP value | Max earned from 2024 performance | Max earned from 2024 performance | Granted | 33% vest on 2/16/2026, 2/16/2027, 2/16/2028 |
| Long-Term Incentive (Performance RSUs) | ROAA (3-year) + TSR modifier | 50% of LTIP value | Specific ROAA targets not disclosed for 2025 grants | 3-year performance (2025–2027) | Earned based on ROAA, then ±20% TSR modifier | Cliff vest on 2/16/2028, subject to performance and service |
Notes:
- Credit-quality modifier for STIP reduces awards by 30% if NPA/Assets >2% or eliminates if >4%; satisfied in 2024 .
- One-time merger-related adjustments excluded from 2024 Net Income/ROAE for incentive calculations (pre-tax merger costs ~$22.7m; provision on non-PCD loans $15.5m) .
Equity Awards Granted for 2024 Performance (Granted in 2025)
| Grant Date | Type | Value ($) | Units (#) | Vesting |
|---|---|---|---|---|
| 2/16/2025 | Time-Vested Restricted Stock | $92,073 | 2,737 | 33% on each of 2/16/2026, 2/16/2027, 2/16/2028 |
| 2/16/2025 | Performance-Vested RSUs | $92,073 | 2,737 | Performance period 2025–2027; ROAA-based with ±20% TSR modifier; vest 2/16/2028 |
| — | Total LTIP Value | $184,146 | — | — |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial Ownership (shares) | 65,744 |
| Shares Outstanding (record date 3/3/2025) | 19,505,444 |
| Ownership as % of Outstanding | ~0.34% |
| Exercisable Options (within 60 days of 3/3/2025) | None shown for Coradi (group total 13,307) |
| Anti-hedging/Anti-pledging | Hedging and pledging prohibited for directors/executives |
| Stock Ownership Guidelines (NEOs) | None for NEOs (unless also directors) |
| Director Share Requirement | Directors must hold ≥5,000 shares (not applicable to Coradi) |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | 3-year term; auto-extends annually unless 60-day nonrenewal notice |
| Retirement Age | Mandatory retirement at 65 with 6 months’ base salary; can be delayed by Board in one-year increments |
| Severance (no CIC) | Base salary + average cash bonus for greater of remaining term or 6 months; 6 months of benefits; 150% premium for group life insurance for 3 years |
| Non-compete/Non-solicit (no CIC) | For greater of 6 months post-termination or severance period, not to exceed 24 months |
| Change in Control (CIC) Trigger | If terminated without cause within 2 years post-CIC, or if executive resigns “for any reason” within 6 months post-CIC (single-trigger window for certain NEOs including Coradi) |
| CIC Cash Multiple | 2.99x (base salary + highest annual cash bonus/incentive in past 3 years) lump sum |
| CIC Equity | If plan(s) are silent, all options/restricted stock/units become vested/exercisable |
| CIC Benefits Duration | Health/welfare benefits continuation for 2 years (employee pays active-rate share) |
| CIC 280G Treatment | Cutback to avoid excise tax or maximize after-tax; no gross-up (gross-up only for CEO) |
| CIC Non-compete/Non-solicit | For greater of 6 months after termination or 1-year anniversary of CIC |
| Salary Continuation (SERP) – Present Value (12/31/2024) | Voluntary/without cause: $780,841; CIC-period termination: $1,006,079; Disability: $716,125; Death: $1,006,079 |
| Potential CIC Benefits (12/31/2024 assumption) | Cash: $1,319,017; Equity Acceleration: $731,248; Health/Welfare: $62,949; Total: $2,113,214 |
Additional Governance and Program Features
- Clawbacks: Nasdaq Rule 10D-1 compliant compensation recovery policy for restatements; broader clawback/forfeiture language in stock plan; automatic clawback of unvested LTIP if Bank not “well-capitalized”; committee discretion for other triggers .
- Perquisites: Country club/housing allowances disclosed for other NEOs; none indicated for Coradi in 2024 .
- Say-on-Pay: 80.5% approval at 2024 Annual Meeting; active shareholder engagement since 2019 .
- Consultant/Peers: Aon engaged as independent consultant; 2024 peer group criteria and companies; expanded peer set adopted for 2025 .
Investment Implications
- Alignment: Strong performance linkage—STIP/LTIP based on Net Income, ROAE, and three-year ROAA with TSR modifier; cash awards gated by credit quality, supporting prudent risk-taking under the CRO’s purview .
- Retention/Overhang: 2025 grants total ~5,474 shares/units to Coradi with scheduled vesting through 2028, creating predictable supply dates; no stock options outstanding reduces forced-selling pressure from expirations .
- Governance Red Flags and Mitigants: Anti-hedging/anti-pledging policy is a positive ; however, absence of NEO ownership guidelines may weaken long-term alignment (not applicable to directors) .
- Change-in-Control Economics: Generous 2.99x CIC multiple and equity acceleration; single-trigger resignation allowed within 6 months post-CIC for certain NEOs, increasing transaction-related payout risk; cutback (no gross-up) mitigates tax costs for shareholders .
- Performance Backdrop: Company’s TSR outperformance (100th percentile) and improved adjusted results post-merger support pay-for-performance outcomes; continued integration and cost saves achieved (18%) bolster execution confidence .