Scott V. Fainor
About Scott V. Fainor
Scott V. Fainor, 63, is an independent Class A director of Orrstown Financial Services, appointed in 2024 concurrent with the Codorus Valley Bancorp merger; his current term runs to the 2026 annual meeting . He is Chairman of Fainor Holdings and a seasoned bank executive with a 39-year career, including CEO roles at National Penn Bancshares and KNBT/First Colonial, and senior leadership at BB&T/Truist; he has also served on the Federal Advisory Council and Philadelphia Fed committees, signaling deep governance and regulatory expertise . He was part of the post-merger board refresh and integration that added six former Codorus directors to Orrstown’s board in July 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fainor Holdings | Chairman | 2019–present | Private company leadership; strategic oversight |
| BB&T (now Truist) | Group Executive; led banking across ten-state region | Apr 2016–Feb 2019 | Operational and financial responsibility; multi-state P&L |
| National Penn Bancshares, Inc. | President, CEO, Director | Feb 2008–Apr 2016 | Led publicly traded bank holding company; CEO board governance |
| KNBT Bancorp Inc.; First Colonial Bancorp, Inc. | President & CEO | Jan 2002–Feb 2008 | Led regional banks; growth and integration leadership |
| Federal Reserve System (Board of Governors); Federal Reserve Bank of Philadelphia | Federal Advisory Council member; various committees | Not disclosed | Policy input; regulatory liaison |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| EverBank Financial Corporation | Director | Current | Chair, Nominating & Governance; Member, Risk; Member, Audit |
| EverBank, N.A. | Director | Current | Chair, Nominating & Governance; Member, Risk; Member, Audit |
Board Governance
- Independence: The board determined all directors except the CEO (Quinn) and a former employee (Brobst) are independent under Nasdaq Rule 5605(a)(2); Fainor is independent .
- Committee assignments: Chair, Enterprise Risk Management (ERM); Member, Asset-Liability Management (ALCO); Member, Compensation Committee .
- Meeting cadence/attendance: In 2024, the Company board met 14 times, the Bank board 11; all directors attended at least 75% of meetings, and all attended the 2024 annual meeting .
- Committee activity: ERM met 5 times; ALCO met 5 times; Compensation met 7 times in 2024 .
- Leadership: Independent Chairman (Joel R. Zullinger) presides over executive sessions; independents meet not less than twice annually without management .
- Director eligibility/ownership guideline: Directors must hold at least 5,000 shares within one year of joining the board .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $15,000 | Pro-rated cash director fees following July 2024 appointment |
| Stock Awards ($) | — | No 2024 grants shown for Fainor (not on board at Jan/Apr grant dates) |
| Option Awards ($) | — | No director options |
| Non-Equity Incentive Plan Compensation ($) | — | Directors do not receive NEIP pay |
| Change in Pension Value/Deferred Comp Earnings ($) | — | None reported for Fainor |
| All Other Compensation ($) | — | None reported for Fainor |
| Total ($) | $15,000 | 2024 Director Compensation Table |
Program structure reference:
- Standard cash retainer for non-employee directors: $30,000 annually (quarterly in arrears); Chair received an extra $22,000 cash .
- Standard equity grants for non-employee directors: $30,000 in restricted stock on Jan 24, 2024 (1,030 shares; 16-month vest), and 1,500 restricted shares on Apr 30, 2024 (13-month vest); Chair received additional restricted shares for chair duties .
- Deferred Compensation Plan exists for directors who joined prior to Sep 1, 2018; company accrued obligations $7.9 million at Dec 31, 2024 .
Performance Compensation
| Performance-linked Director Metrics | Disclosure | Mechanics |
|---|---|---|
| Performance-based pay for directors | Not used | ORRF director compensation is cash retainer plus time-vested restricted stock; no performance metrics or options for directors |
| Equity plan guardrails | Disclosed | 2025 Stock Incentive Plan includes minimum vesting periods, director annual compensation limit ($750,000; $1,000,000 in year of initial appointment), clawback, prohibition on option repricings without shareholder approval |
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| ORRF Compensation Committee interlocks | None; committee members (incl. Fainor) had no interlocking relationships per SEC definitions |
| Related-party transactions policy | Ordinary-course banking transactions allowed; non-ordinary-course transactions require disinterested director approval; Regulation O applied to insider credit with prior approval required for all such extensions |
Expertise & Qualifications
- 39-year banking career, including multiple CEO roles (National Penn; KNBT/First Colonial) and senior regional leadership at BB&T/Truist, indicating deep operational, risk, and financial stewardship experience .
- Current governance roles at EverBank (chairing Nominating & Governance; serving on Risk and Audit), reinforcing committee expertise and cross-institution governance perspective .
- Federal Reserve advisory experience evidences regulatory fluency and macro risk awareness .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total Beneficial Ownership (Common Stock) | 11,396 shares | As of March 3, 2025 |
| Exercisable Stock Options | — | None shown |
| Ownership as % of Shares Outstanding | <1% | Company notes no named individual exceeds 1% |
| Pledged/Hedged Shares | Not disclosed | No pledging/hedging disclosure specific to Fainor |
| Compliance with Director Ownership Requirement | Meets guideline | Holds >5,000 shares (requirement within one year of joining) |
Governance Assessment
- Strengths: Independent director; ERM Committee Chair with risk oversight remit; member of Compensation and ALCO committees; strong attendance culture (≥75% for all directors); independent board leadership; robust committee activity .
- Alignment: Holds 11,396 shares and meets director ownership requirement; director pay structure is balanced (cash + time-vested equity) with plan-level guardrails and clawback provisions, and annual cap for non-employee director compensation .
- External roles: Service at EverBank adds network breadth and governance skill, but cross-bank directorship requires ongoing monitoring for conflicts; ORRF discloses related-party oversight and no interlocks on Compensation Committee .
- Shareholder signals: 80.5% Say-on-Pay support in 2024 indicates moderate shareholder endorsement of compensation practices, with active engagement program; Aon retained as independent compensation consultant (no conflicts) and peer groups reviewed/updated post-merger .
- Red flags: None disclosed specific to Fainor; no reported related-party transactions beyond ordinary-course banking terms; no pledging of shares disclosed .
Notes:
- Committees and terms reflect 2024 activity and current committee membership disclosures; no per-director attendance rate is provided beyond the ≥75% threshold .
- Equity grants in 2024 were not reported for Fainor due to his July 2024 post-merger appointment; pro-rated cash fees were paid .