ORRSTOWN FINANCIAL SERVICES INC, DEF 14A filed on 4/4/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ORRSTOWN FINANCIAL SERVICES, INC.
Entity Central Index Key 0000826154
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
Year
Summary Compensation on Table Total for PEO ($)(1)
Compensation Actually Paid to PEO ($)(1)(2)
Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)
Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(2)
Total Shareholder Return ($)(3)
Net Income ($)(4)
20244,707,6345,096,6431,182,9281,298,923192.5922,050,000
20232,638,0162,903,210788,596898,562192.8535,663,000
20222,526,6982,451,820743,683714,211107.3922,037,000
    
Named Executive Officers, Footnote From 2022 to 2024, Mr. Quinn was the Company’s PEO and our remaining NEOs consisted of Messrs. Kalani, Coradi, Metz and Holt.    
PEO Total Compensation Amount $ 4,707,634 $ 2,638,016 $ 2,526,698
PEO Actually Paid Compensation Amount $ 5,096,643 2,903,210 2,451,820
Adjustment To PEO Compensation, Footnote The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K as applied to smaller reporting companies and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with the following adjustments:
YearSummary Compensation Table Total for PEO ($)Summary Compensation Table Value of Equity Awards ($)Equity Award Adjustments($)(a)Compensation Actually Paid to PEO ($)
20244,707,634 (1,299,226)1,688,235 5,096,643 
20232,638,016 (454,992)720,186 2,903,210 
20222,526,698 (365,121)290,243 2,451,820 
The following table sets forth the adjustments made during each year represented in the Pay Versus Performance Table to arrive at compensation “actually paid” to our PEO and non-PEO NEOs during each of the years in question. Equity values are calculated in accordance with FASB ASC Topic 718.
YearYear End Fair Value of Equity Awards in the Year for PEO ($)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for PEO ($)Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year for PEO ($)Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year for PEO ($)Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year for PEO ($)Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation for PEO ($)Total
Equity
Award
Adjustments for PEO ($)
20241,304,048 119,299 317,923 (53,035)— — 1,688,235 
2023559,261 147,792 — 13,133 — — 720,186 
2022338,113 (42,250)— (5,620)— — 290,243 
    
Non-PEO NEO Average Total Compensation Amount $ 1,182,928 788,596 743,683
Non-PEO NEO Average Compensation Actually Paid Amount $ 1,298,923 898,562 714,211
Adjustment to Non-PEO NEO Compensation Footnote The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K as applied to smaller reporting companies and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with the following adjustments:
YearAverage Reported Summary Compensation Table Total for Non-PEO NEOs ($)Average Summary Compensation Table Value of Equity Awards for Non-PEO NEOs ($)Equity Award Adjustments($)(a)Average Compensation Actually Paid to Non-PEO NEOs ($)
20241,182,928 (445,209)561,204 1,298,923 
2023788,596 (173,748)283,714 898,562 
2022743,683 (147,965)118,493 714,211 
YearAverage Year End Fair Value of Equity Awards for Non-PEO NEOs ($)Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years for Non-PEO NEOs ($)Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year Non-PEO NEOs ($)Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year Non-PEO NEOs ($)Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year Non-PEO NEOs ($)Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation Non-PEO NEOs ($)Total
Equity
Award
Adjustments ($)
2024448,885 46,768 107,463 (41,912)— — 561,204 
2023213,565 68,608 — 1,541 — — 283,714 
2022137,020 (15,328)— (3,199)— — 118,493 
    
Compensation Actually Paid vs. Total Shareholder Return
Shareholder Return v2.jpg
    
Compensation Actually Paid vs. Net Income
Net Income v2.jpg
    
Total Shareholder Return Amount $ 192.59 192.85 107.39
Net Income (Loss) $ 22,050,000 $ 35,663,000 $ 22,037,000
PEO Name Mr. Quinn Mr. Quinn Mr. Quinn
Additional 402(v) Disclosure Represents the total shareholder return of an investment of $100 in Company Common Stock on December 31, 2022 through December 31, 2024, assuming the reinvestment of dividends on the date of payment without commissions (“Total Shareholder Return”).Excluding the impact of certain merger and other non-recurring expenses, Adjusted Net Income was $52.0 million, $36.6 million and $34.8 million for the years ended December 31, 2024, 2023 and 2022 respectively. See Annex B for a reconciliation of 2024 Adjusted Net Income to GAAP.    
Adjusted Net Income Loss $ 52,000,000.0 $ 36,600,000 $ 34,800,000
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (1,299,226) (454,992) (365,121)
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,688,235 720,186 290,243
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 1,304,048 559,261 338,113
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 119,299 147,792 (42,250)
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 317,923 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (53,035) 13,133 (5,620)
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (445,209) (173,748) (147,965)
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 561,204 283,714 118,493
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 448,885 213,565 137,020
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 46,768 68,608 (15,328)
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 107,463 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (41,912) 1,541 (3,199)
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure During 2024, our Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Award Timing MNPI Considered true
Award Timing, How MNPI Considered During 2024, our Compensation Committee did not take into account any material nonpublic information when determining the timing and terms of equity incentive awards, and we did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true