Sarah M. Brown
About Sarah M. Brown
Sarah M. Brown, 43, is an independent director of Orrstown Financial Services, Inc. appointed in 2024 concurrent with the merger with Codorus Valley Bancorp; she is President and CEO of Keller-Brown Insurance Services and Chair of Insurance Agents and Brokers Services Group, Inc. . She was determined independent under Nasdaq rules, and all directors (other than the CEO and a former employee) were independent; directors attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Codorus Valley Bancorp, Inc. and PeoplesBank | Director | 2019–2024 | Banking board experience; appointed to ORRF board post-merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Keller-Brown Insurance Services (family-owned agency, York County, PA) | President & CEO | Not disclosed | Insurance specialist; business leadership |
| Insurance Agents and Brokers Services Group, Inc. | Chair | Not disclosed | Industry association governance role |
Board Governance
| Item | Status |
|---|---|
| Independence | Independent under Nasdaq Rule 5605(a)(2) |
| Board class/term | Class C; term expires at 2027 annual meeting |
| Committees | Enterprise Risk Management (member) ; Asset-Liability Management (member) |
| Committee chair roles | None disclosed for Brown |
| Attendance | All directors attended ≥75% of Board and committee meetings in 2024; all attended the 2024 Annual Meeting |
| Independent leadership | Independent Chairman (Joel R. Zullinger) presides; separate leadership; executive sessions ≥2x/year |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Comp ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 15,000 | — | — | — | — | — | 15,000 |
- Policy context: Non-employee directors receive an annual retainer split approximately 50% cash ($30,000) and 50% restricted stock; additional restricted stock grants are made at the annual meeting with specified vesting (16-month and 13-month cycles). Brown’s 2024 table shows only cash, consistent with mid-year appointment post-merger; no Brown-specific stock grant is disclosed for 2024 .
Performance Compensation
- No performance-based director compensation metrics are disclosed; director equity grants are time-vested restricted shares with 13–16 month vesting schedules for non-employee directors generally, and no Brown-specific 2024 stock awards are listed .
Other Directorships & Interlocks
| Company | Public/Private | Role | Dates |
|---|---|---|---|
| Codorus Valley Bancorp, Inc. (and PeoplesBank) | Public | Director | 2019–2024 |
| Orrstown Financial Services, Inc. | Public | Director (Class C) | Appointed 2024; term to 2027 |
- No committee interlocks or insider participation issues are disclosed for the Compensation Committee; no interlocking relationships under SEC rules .
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Insurance and risk expertise | CEO of Keller-Brown Insurance Services; insurance specialist |
| Business leadership | Chair, Insurance Agents and Brokers Services Group, Inc. |
| Banking governance | Prior public bank board director (CVLY/PeoplesBank) and current ORRF director |
Equity Ownership
| Item | Amount |
|---|---|
| Common shares beneficially owned | 10,014 |
| Exercisable options (within 60 days) | — |
| Shares outstanding (record date) | 19,505,444 |
| Ownership as % of shares outstanding | 0.051% (10,014 ÷ 19,505,444) |
| Director ownership guideline | Minimum 5,000 shares within 1 year |
| Guideline compliance | Meets (10,014 shares) |
| Pledging/hedging | Not disclosed |
Related-Party Transactions and Conflicts
- Ordinary-course banking transactions with directors and related interests were on market terms, required disinterested director approval, and subject to Regulation O; no unfavorable features disclosed, and no specific related-party transactions attributed to Brown are disclosed .
- Brown’s external role as CEO of an insurance agency presents a potential area to monitor for vendor or referral relationships; no such transactions are disclosed in the proxy .
Say-on-Pay & Shareholder Feedback (Context)
| Item | Data |
|---|---|
| 2024 Say-on-Pay approval | 80.5% in favor |
| Shareholder engagement coverage | Offered to holders representing ~43% of outstanding shares; no compensation concerns raised |
Governance Assessment
- Board effectiveness: Brown strengthens risk oversight through ERM and ALCO memberships, aligning with enterprise and balance-sheet risk governance in a post-merger environment .
- Independence and attendance: Independent status with compliance to attendance thresholds supports investor confidence; independent chair and regular executive sessions provide robust oversight .
- Ownership alignment: Exceeds 5,000-share director guideline with 10,014 shares; however, 2024 compensation shows only cash with no disclosed stock awards, likely reflecting mid-year appointment; expect equity alignment to normalize under director retainer policy in future cycles .
- Conflicts and RPTs: No related-party transactions disclosed involving Brown; company framework requires market terms and disinterested approval for insider dealings, mitigating conflict risk .
- RED FLAGS: None disclosed specific to Brown (no low attendance, no pledging/hedging, no RPTs); monitoring point is external insurance leadership for any future vendor relationships or referrals, which would require clear disclosure and arm’s-length terms if they arise .