Orrstown Financial Services (ORRF) Proxy Filing summary

Executive summary

• Completed a transformational merger with Codorus Valley Bancorp, creating a $5.4 billion community banking company and achieving an 18% cost savings target by year-end 2024.

• Net income (excluding merger-related expenses) rose to $56.1 million, with strong credit quality and capital ratios above regulatory minimums.

• Twice increased quarterly dividend post-merger, totaling a 30% increase to $0.26 per share.

• Board and management are focused on long-term growth, profitability, and shareholder value in Pennsylvania and Maryland markets.

Voting matters and shareholder proposals

• Shareholders will vote to elect five Class B directors for three-year terms, approve a non-binding say-on-pay vote, approve the 2025 Stock Incentive Plan, and ratify Crowe LLP as external auditor.

• Board recommends voting FOR all nominees and proposals.

• Shareholders can vote by proxy online, by phone, mail, or during the virtual meeting.

Board of directors and corporate governance

• Board consists of 13 directors in three staggered classes; 85% are independent under NASDAQ rules.

• Independent Chairman leads the board, with regular executive sessions of independent directors.

• Nominating and Governance Committee oversees director nominations, board self-assessment, and succession planning.

• Directors must own at least 5,000 shares within one year of joining.