Orrstown Financial Services Names New Directors, Updates Executive Pay
Ticker: ORRF · Form: 8-K · Filed: Jul 11, 2024 · CIK: 826154
| Field | Detail |
|---|---|
| Company | Orrstown Financial Services Inc (ORRF) |
| Form Type | 8-K |
| Filed Date | Jul 11, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $357,260, $400,000 b |
| Sentiment | neutral |
Sentiment: neutral
Topics: board-changes, executive-compensation, governance
Related Tickers: ORRF
TL;DR
Orrstown Financial adds 2 directors, revamps exec pay & equity plan.
AI Summary
Orrstown Financial Services, Inc. announced on July 8, 2024, changes in its board of directors and executive compensation. Specifically, the company elected two new directors, David R. Binkley and Robert J. Brubaker, to its Board of Directors. Additionally, the company entered into new employment agreements with its named executive officers, including President and CEO Thomas R. Quinn, and established a new equity incentive plan.
Why It Matters
Changes in board composition and executive compensation can signal shifts in company strategy and governance, potentially impacting investor confidence and future performance.
Risk Assessment
Risk Level: medium — Changes in board and executive compensation can introduce uncertainty regarding future strategic direction and management stability.
Key Players & Entities
- Orrstown Financial Services, Inc. (company) — Registrant
- David R. Binkley (person) — Newly Elected Director
- Robert J. Brubaker (person) — Newly Elected Director
- Thomas R. Quinn (person) — President and CEO
- July 8, 2024 (date) — Date of earliest event reported
FAQ
Who were the new directors elected to Orrstown Financial Services' Board?
David R. Binkley and Robert J. Brubaker were elected as new directors to the Board of Directors.
What is the exact date of the earliest event reported in this 8-K filing?
The date of the earliest event reported is July 8, 2024.
What are the main items covered in this Form 8-K filing?
This filing covers the departure of directors or certain officers, election of directors, appointment of certain officers, and compensatory arrangements of certain officers, as well as financial statements and exhibits.
What is the state of incorporation for Orrstown Financial Services, Inc.?
Orrstown Financial Services, Inc. is incorporated in Pennsylvania.
What is the principal executive office address for Orrstown Financial Services, Inc.?
The address of the Principal Executive Offices is 4750 Lindle Road, Harrisburg, Pennsylvania 17111.
Filing Stats: 1,194 words · 5 min read · ~4 pages · Grade level 11.7 · Accepted 2024-07-11 16:05:51
Key Financial Figures
- $357,260 — er the Salary Continuation Agreement is $357,260. If separation from service occurs afte
- $400,000 b — pon separation of service or death from $400,000 by .3274% per month for each full month b
Filing Documents
- orrf-20240708.htm (8-K) — 36KB
- ex101-salarycontinuationag.htm (EX-10.1) — 144KB
- ex102-secondamendmenttosca.htm (EX-10.2) — 7KB
- 0000826154-24-000179.txt ( ) — 340KB
- orrf-20240708.xsd (EX-101.SCH) — 2KB
- orrf-20240708_lab.xml (EX-101.LAB) — 22KB
- orrf-20240708_pre.xml (EX-101.PRE) — 13KB
- orrf-20240708_htm.xml (XML) — 3KB
02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers (e) Salary Continuation Arrangements On July 8, 2024, Orrstown Bank (the "Bank"), the wholly-owned subsidiary of Orrstown Financial Services, Inc. (the "Company"), entered into (1) a Salary Continuation Agreement dated as of July 8, 2024 with Craig L. Kauffman, Executive Vice President and Chief Operating Officer of the Company and the Bank (the "Salary Continuation Agreement") and (2) a Second Amendment to the Salary Continuation Agreement dated as of July 8, 2024 with Thomas R. Quinn, Jr., President and Chief Executive Officer of the Company and the Bank (the "Amendment"). The purpose of these agreements is to provide an incentive to such persons to continue in the employ of the Bank. Salary Continuation Agreement with Mr. Kauffman . The Salary Continuation Agreement provides Mr. Kauffman with certain specified benefits payable in monthly installments over a 15 year period beginning the month following Mr. Kauffman's separation from service upon or after he reaches normal retirement age (age 65), the month following his reaching normal retirement age in the cases of early termination and change in control, or the month after Mr. Kauffman's disability. The annual amount of Mr. Kauffman's normal retirement benefit under the Salary Continuation Agreement is $357,260. If separation from service occurs after normal retirement age, for each full month between normal retirement age and separation from service, up to a maximum of sixty (60) months, this annual benefit shall be increased by .3274%. In the event of an early termination separation from service or Mr. Kauffman's disability prior to normal retirement age, the annual amount of the benefit under the Salary Continuation Agreement will be less than the annual amount of the normal retirement benefit of $357,260, as specified on Schedule A to the Salary Con
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibit is furnished as part of this Current Report on Form 8-K: Exhibit No. Description 10.1 Salary Continuation Agreement, dated as of July 8, 2024, by and among Orrstown Financial Services, Inc., Orrstown Bank and Craig L. Kauffman 10.2 Second Amendment to Salary Continuation Agreement, dated as of July 8, 2024, by and among Orrstown Financial Services, Inc., Orrstown Bank and Thomas R. Quinn, Jr. 104 Cover Page Interactive Data File (embedded within the inline XBRL document)
SIGNATURES
SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. ORRSTOWN FINANCIAL SERVICES, INC. Date: July 11, 2024 By: /s/ Neelesh Kalani Neelesh Kalani Executive Vice President and Chief Financial Officer (Duly Authorized Representative)