Sector: Financials
ACNB CORP · Meeting: May 5, 2026
Directors FOR
4
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Four Class 3 Directors
Director since 2020, passes all policy screens — no overboarding, adequate attendance, clear financial expertise as a CPA, and ACNB's 3-year return of +64.4% outpaces QABA (First Trust NASDAQ ABA Community Bank Index) by +19.6pp, well below the 65pp threshold needed to trigger an against vote.
Long-tenured director since 2002 with demonstrated management and operational expertise; no overboarding, attendance is satisfactory, and strong stock performance relative to QABA (First Trust NASDAQ ABA Community Bank Index) eliminates any TSR concern.
CEO and director since 2017; as an executive director he is subject to the same TSR check — ACNB's +64.4% 3-year return beats QABA (First Trust NASDAQ ABA Community Bank Index) by +19.6pp, far below the 65pp trigger threshold, so no TSR concern applies.
Director since February 2025 — less than 24 months of tenure, which exempts him from the TSR trigger under policy; he brings strong financial and business credentials including public accounting background and audit committee financial expert designation.
All four Class 3 director nominees pass policy screens. ACNB's 3-year total return of +64.4% outperforms the QABA (First Trust NASDAQ ABA Community Bank Index) benchmark by +19.6 percentage points, well below the 65pp underperformance threshold required to trigger an against vote for any director. No overboarding, attendance, independence, or familial relationship concerns affect any nominee (Christopher Helt is a subordinate employee, not a director, so CEO James Helt's relationship does not trigger the familial director flag). Vote FOR all four nominees.
CEO
James P. Helt
Total Comp
$1,825,912
Prior Support
89.15%%
CEO James Helt received total compensation of $1,825,912 in 2025, which is reasonable for a CEO of a ~$494M market cap community bank and does not appear to exceed the +20% individual benchmark threshold. Prior Say on Pay support was a strong 89.15% at the 2025 annual meeting, well above the 70% concern threshold. The pay program includes meaningful variable components — cash incentive and restricted stock awards tied to pre-set financial metrics (net income, ROAE, loan growth) and strategic goals — and all incentive awards are subject to a clawback policy, indicating a well-structured pay-for-performance program. ACNB's stock outperformed the QABA (First Trust NASDAQ ABA Community Bank Index) by +19.6 percentage points over three years, confirming that above-benchmark incentive pay is supported by strong shareholder returns.
Auditor
Crowe LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing does not include a detailed auditor fee table with audit and non-audit fee figures, so the non-audit fee ratio trigger cannot be evaluated; per policy, when fee data is unavailable the default is FOR. Auditor tenure is not disclosed in the filing, so the tenure trigger does not fire. No material restatements are disclosed. Crowe LLP is a large national firm appropriate for a community bank of ACNB's size (~$494M market cap).
The 2026 ACNB annual meeting presents a straightforward ballot — all four Class 3 director nominees pass policy screens aided by strong 3-year stock outperformance versus the QABA (First Trust NASDAQ ABA Community Bank Index), executive compensation received 89% shareholder support last year and features a well-structured pay-for-performance program, and the auditor ratification raises no fee-ratio or tenure concerns. Two charter amendments (share increase and uncertificated shares authorization) are routine housekeeping items, and the Employee Stock Purchase Plan falls outside the current policy scope.
