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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN
PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the Appropriate Box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Under Rule 14a-12

ACNB Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

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March 31, 2025

Dear Fellow Shareholders of ACNB Corporation:

On behalf of the Board of Directors, I am pleased to inform you of our Annual Meeting of Shareholders to be held on Tuesday, May 6, 2025, at 1:00 p.m., prevailing time, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, Pennsylvania 17325. At the annual meeting, you will have the opportunity to ask questions and to make comments. Enclosed with the proxy statement is the notice of meeting, proxy card, ACNB Corporation’s 2024 Annual Review, and ACNB Corporation’s 2024 Annual Report on Form 10-K.

The principal business of the meeting is to elect four (4) Class 1 Directors to serve for terms of three (3) years and until their successors are elected and qualified; to conduct a non-binding vote on executive compensation; to ratify the selection of Crowe LLP as ACNB Corporation’s independent registered public accounting firm; and, to transact any other business that is properly presented at the annual meeting. The notice of meeting and proxy statement accompanying this letter describe the specific business to be acted upon in more detail.

I urge you to vote as soon as possible by completing, signing and returning the enclosed proxy card in the envelope provided or to vote via the internet or telephone. Your prompt vote will save the Corporation expenses involved in further communications. Your vote is important. Voting by written proxy, internet or telephone will ensure your representation at the annual meeting.

Sincerely,

James P. Helt
President & Chief Executive Officer

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ACNB CORPORATION

NASDAQ TRADING SYMBOL: ACNB

acnb.com

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

AND

PROXY STATEMENT

2025

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	PAGE
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION		1
VOTING PROCEDURES		1
GOVERNANCE OF THE CORPORATION		3
ELECTION OF DIRECTORS		7
SHARE OWNERSHIP		13
DIRECTOR COMPENSATION		15
COMPENSATION DISCUSSION & ANALYSIS		17
EXECUTIVE COMPENSATION		25
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL		31
PAY VERSUS PERFORMANCE TABLE		34
AUDIT COMMITTEE REPORT		38
INDEPENDENT AUDITORS		40
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTS		40
PROPOSALS		41
ADDITIONAL INFORMATION		42
OTHER MATTERS		42

Proxy Statement

Dated and to be mailed to shareholders on or about March 31, 2025.

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ACNB CORPORATION
16 LINCOLN SQUARE
P.O. BOX 3129
GETTYSBURG, PENNSYLVANIA 17325
(717) 334-3161

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 6, 2025

TO THE SHAREHOLDERS OF ACNB CORPORATION:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of ACNB Corporation will be held at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, Pennsylvania 17325 on Tuesday, May 6, 2025, at 1:00 p.m., prevailing time, for the purpose of considering and voting upon the following matters:

To elect four (4) Class 1 Directors to serve for terms of three (3) years and until their successors are elected and qualified;

To conduct a non-binding vote on executive compensation;

To ratify the selection of Crowe LLP as ACNB Corporation’s independent registered public accounting firm; and,

To transact such other business as may properly come before the 2025 Annual Meeting and any adjournment or postponement thereof.

Only those shareholders of record, at the close of business on March 13, 2025, are entitled to notice of and to vote at the meeting.

Please promptly sign the enclosed proxy card and return it in the enclosed postage-paid envelope or vote by internet or telephone. We cordially invite you to attend and participate in the meeting. Your proxy is revocable and you may withdraw it at any time prior to it being voted. You may deliver notice of revocation or deliver a later dated proxy to the Secretary of the Corporation before the vote at the meeting.

The Corporation’s Board of Directors is distributing the proxy statement, proxy card, ACNB Corporation’s 2024 Annual Review, and ACNB Corporation’s 2024 Annual Report on Form 10-K on or about March 31, 2025.

BY ORDER OF THE BOARD OF DIRECTORS,

James P. Helt
President & Chief Executive Officer

Gettysburg, Pennsylvania
March 31, 2025

YOUR VOTE IS IMPORTANT.

PLEASE VOTE YOUR PROXY TODAY.

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PROXY STATEMENT

GENERAL INFORMATION

Date, Time and Place of the Annual Meeting

ACNB Corporation, a Pennsylvania business corporation and registered financial holding company, furnishes this proxy statement in connection with the solicitation by the Board of Directors of proxies to be voted at the Corporation’s Annual Meeting of Shareholders. The Annual Meeting of Shareholders will be held on Tuesday, May 6, 2025, at 1:00 p.m., prevailing time, at the ACNB Corporation Operations Center, 100 V-Twin Drive, Gettysburg, Pennsylvania 17325. Included with this proxy statement is a copy of ACNB Corporation’s 2024 Annual Review and ACNB Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024.

The Corporation’s principal executive office is located at 16 Lincoln Square, Gettysburg, Pennsylvania 17325. The Corporation’s telephone number is (717) 334-3161. All inquiries regarding the annual meeting should be directed to the Secretary of ACNB Corporation at (717) 339-5161.

Description of ACNB Corporation

ACNB Corporation was formed in 1982 and became the holding company for the banking subsidiary in 1983. ACNB Corporation’s wholly-owned banking subsidiary is ACNB Bank, a Pennsylvania state-chartered bank and trust company, formerly Adams County National Bank. ACNB Bank operates in southcentral Pennsylvania and central Maryland. The Corporation’s primary activity consists of owning and supervising its banking subsidiary.

The Corporation also owns and supervises ACNB Insurance Services, Inc. as its insurance agency subsidiary.

We have not authorized anyone to provide you with information about the Corporation; therefore, you should rely only on the information contained in this document or on documents to which we refer you. Although we believe we have provided you with all the information helpful to you in your decision to vote, events may occur at ACNB Corporation subsequent to printing this proxy statement that might affect your decision or the value of your stock.

Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on May 6, 2025. The notice of meeting, proxy statement, proxy card, ACNB Corporation’s 2024 Annual Review, and ACNB Corporation’s 2024 Annual Report on Form 10-K are available at investor.acnb.com.

VOTING PROCEDURES

Solicitation and Voting of Proxies

The Board of Directors solicits this proxy for use at the Corporation’s 2025 Annual Meeting of Shareholders. The Corporation’s directors and officers and ACNB Bank employees may solicit proxies in person or by telephone, facsimile, email or other similar electronic means without additional compensation. The Corporation will pay the cost of preparing, assembling, printing, mailing and soliciting proxies and any additional material that the Corporation sends to its shareholders. The Corporation will make arrangements with brokerage firms and other custodians, nominees and fiduciaries to forward proxy solicitation materials to the beneficial owners of stock held by these entities, as well as will reimburse these third parties for their reasonable forwarding expenses. This proxy statement and the related proxy card are being distributed on or about March 31, 2025.

Shareholders of record at the close of business on March 13, 2025 (the annual meeting record date), are entitled to vote at the meeting. The Corporation’s records show that, as of the annual meeting record date, 10,542,731 shares of the Corporation’s common stock, par value $2.50 per share, were outstanding. On

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all matters to come before the annual meeting, shareholders may cast one (1) vote for each share held. Cumulative voting rights do not exist with respect to the election of directors.

You may vote your shares by completing and returning a written proxy card or voting by internet or telephone. You may also vote in person at the meeting. Submitting your voting instructions by returning a proxy card, internet or telephone will not affect your right to attend the meeting and vote, if you later decide to attend in person.

If your shares are registered directly in your name with ACNB Corporation’s transfer agent, Continental Stock Transfer & Trust Company, you are considered, with respect to those shares, the shareholder of record, and these proxy materials are being sent directly to you by the Corporation. As the shareholder of record, you have the right to grant your voting proxy directly to the proxyholders or to vote at the meeting. The Corporation has provided a proxy card, as well as instructions to vote by internet or telephone, for your use.

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name, and these proxy materials are being forwarded to you by your broker or nominee which is considered, with respect to those shares, the shareholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote and you are also invited to attend the meeting with proper identification as to your beneficial ownership. However, because you are not the shareholder of record, you may not vote your street name shares at the meeting, unless you obtain a proxy executed in your favor from the holder of record. Your broker or nominee has enclosed a voting instruction card for you to use in directing the broker or nominee how to vote your shares.

By properly completing a proxy, you appoint Kimberly S. Chaney and Scott L. Kelley as proxyholders to vote your shares, as indicated on the proxy card. Any signed proxy card or vote by internet or telephone not specifying to the contrary will be voted FOR:

Electing four (4) Class 1 Directors to serve for terms of three (3) years and until their successors are elected and qualified;

Approving the non-binding vote on executive compensation; and,

Ratifying the selection of Crowe LLP as ACNB Corporation’s independent registered public accounting firm.

You may revoke your written proxy by delivering written notice of revocation to the Secretary of the Corporation, by executing a later dated proxy and giving written notice of the revocation, or by voting again by internet or telephone, at any time before the proxy is voted at the meeting. Proxyholders will vote shares represented by proxies on the accompanying proxy card, if properly signed and returned, or by internet or telephone in accordance with instructions from shareholders.

Although the Board of Directors knows of no other business to be presented, in the event that any other matters are properly brought before the meeting, any proxy given pursuant to this solicitation will be voted in accordance with the recommendations of the Board of Directors.

Quorum and Vote Required for Approval

As of the close of business on March 13, 2025, the Corporation had 10,542,731 shares of common stock, par value $2.50 per share, outstanding.

Under Pennsylvania law and ACNB Corporation’s Bylaws, the presence of a quorum is required for each matter to be acted upon at the meeting. A majority of the outstanding shares of common stock, represented in person or by proxy, constitutes a quorum. Votes withheld and abstentions are counted in determining the presence of a quorum for a particular matter. Broker non-votes are not considered present and voting on a particular matter as to which the broker withheld authority and, therefore, not counted as a vote cast on that matter. Each share is entitled to one (1) vote on all matters submitted to a vote of the shareholders. All matters to be voted upon by the shareholders require the affirmative vote of a majority of shares voted, in person or by proxy, at the annual meeting, except in cases where the vote of a greater number of shares is required by law or under ACNB Corporation’s Articles of Incorporation or Bylaws. In

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the case of the election of directors, the candidates receiving the highest number of votes are elected. Shareholders are not entitled to cumulate votes for the election of directors.

If a quorum is present, approving the non-binding proposal on executive compensation and ratifying the independent registered public accounting firm for the year ending December 31, 2025 requires the affirmative “FOR” vote of a majority of all votes cast, in person or by proxy. Abstentions and broker non-votes are not deemed to constitute “votes cast” and, therefore, do not count either for or against the proposals.

If a quorum is present, the shareholders will elect the nominees for director receiving the highest number of “FOR” votes cast by those shareholders entitled to vote for the election of directors. The proxyholders will not cast votes for or against any director nominees when the broker withheld authority.

GOVERNANCE OF THE CORPORATION

Our Board of Directors believes that the purpose of corporate governance is to ensure that we maximize shareholder value in a manner consistent with legal requirements and the highest standards of integrity. The Board has adopted and adheres to corporate governance practices which the Board and executive management believe promote this purpose, are sound, and represent best practices. We continually review these governance practices, Pennsylvania law (the state in which we are incorporated), rules and listing standards of The Nasdaq Stock Market, Securities and Exchange Commission (SEC) regulations, as well as best practices suggested by recognized governance authorities. Currently, our Board of Directors has fourteen (14) members. Under the SEC and Nasdaq standards for independence, except for Messrs. Draganosky and Seibel, all non-employee directors and nominees meet the standards for independence. This constitutes more than a majority of our Board of Directors. Mr. Draganosky is not independent because he has entered into and received certain compensation and benefits from the Corporation related to a separation and non-competition agreement. Mr. Seibel is not independent because he is the brother of Douglas A. Seibel, Executive Vice President/Chief Lending & Revenue Officer of ACNB Bank. Only independent directors serve on our Audit Committee, Compensation Committee, and Nominating Committee.

Leadership Structure

The Corporation chooses to separate the roles of Chairman and President & Chief Executive Officer. The President & Chief Executive Officer is responsible for implementing the strategic direction of the Corporation, as determined by the Board of Directors, and for the day-to-day leadership and performance of the Corporation. The Chairman oversees the agenda for and presides over Board of Director meetings, as well as provides leadership to the Board and facilitates communication between the Board of Directors and executive management. The Corporation’s Chairman of the Board is considered independent under the SEC and Nasdaq standards for independence.

Risk Oversight

The Board of Directors has a role in overseeing the Corporation’s risks as a whole and at the committee level. The Audit Committee is primarily responsible for overseeing the risks the Corporation faces on behalf of the Board of Directors. In doing so, the Audit Committee works closely with the Corporation’s Chairman of the Board, President & Chief Executive Officer, and ACNB Bank’s Chief Risk Officer, as well as with other members of management with respect to matters relating to risk management. The Audit Committee receives reports on risk management and the processes in place to monitor and control such exposures. The Audit Committee may also receive updates, from time to time, between meetings from management relating to risk oversight matters. The Audit Committee provides updates on its risk management activities to the full Board of Directors via the committee’s meeting minutes. Further, members of management may make presentations on risk management to the full Board of Directors or another committee of the Board of Directors.

In addition to the Audit Committee, other committees of the Board of Directors consider the risks within their areas of responsibility. For example, the Compensation Committee considers the risks that may be implicated by the Corporation’s compensation practices. Also, the Executive Committee assesses the risks associated with the Corporation’s executive management succession plan. It is the role of the full Board of Directors, however, to consider the risks associated with the Corporation’s strategic plan and its implementation.

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Director Independence

In determining each director’s and nominee’s independence, the Board of Directors considered loan transactions between ACNB Bank and the individuals, their family members, and businesses with which they are associated. The table below includes a description of other categories or types of transactions, relationships or arrangements considered by the Board (in addition to those listed above and those transactions set forth under “Transactions with Directors and Executive Officers” below) in reaching its determination that the directors are independent.

Name	Independent	Other Transactions/ Relationships/Arrangements
Elizabeth F. Carson	Yes	None
Kimberly S. Chaney	Yes	None
Alexandra C. Chiaruttini	Yes	Utility payments made to Ms. Chiaruttini’s employer The York Water Company.
Frank Elsner, III	Yes	None
Todd L. Herring	Yes	None
Scott L. Kelley	Yes	None
James J. Lott	Yes	None
Donna M. Newell	Yes	None
John M. Polli	Yes	None
Daniel W. Potts	Yes	None
Alan J. Stock	Yes	None

In each case, the Board of Directors determined that none of the transactions impaired the independence of the director.

Directors of ACNB Corporation

The following table sets forth, as of March 13, 2025 (in alphabetical order), selected information about the Corporation’s directors and director nominees.

Name	Class of Director	Director Since	Age as of March 13, 2025
Elizabeth F. Carson	2	2025	68
Kimberly S. Chaney	3	2020	63
Alexandra C. Chiaruttini	1	2024	54
Eugene J. Draganosky, Vice Chair	1	2025	61
Frank Elsner, III	3	2002	64
James P. Helt	3	2017	58
Todd L. Herring, Vice Chair	1	2017	63
Scott L. Kelley	3	2012	73
James J. Lott	1	2007	62
Donna M. Newell	2	2012	54
John M. Polli	3	2025	60
Daniel W. Potts	3	2004	72
D. Arthur Seibel, Jr.	2	2017	66
Alan J. Stock, Chair of the Board	2	2005	67

Executive Officers of ACNB Corporation and Subsidiaries

The following table sets forth, as of March 13, 2025, selected information about the Executive Officers of the Corporation and its subsidiaries, each of whom is appointed by the Board of Directors and each of whom holds office at the Board’s discretion.

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Name and Position	Position Held	Age as of March 13, 2025
James P. Helt
President & Chief Executive Officer of ACNB Corporation	2017-Present		58
Chief Executive Officer of ACNB Bank	2017-Present
President of ACNB Bank	2015-Present
Executive Vice President/Banking Services of ACNB Bank	2008-2015
Brett D. Fulk
Executive Vice President/Chief Strategy Officer of ACNB Bank(1)	2022-Present		56
Laurie A. Laub
Executive Vice President/Chief Credit Officer of ACNB Bank(2)	2016-Present		59
Douglas A. Seibel
Executive Vice President/Chief Lending Officer of ACNB Bank(3)	2016-Present		64
Jason H. Weber
Executive Vice President/Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank	2022-Present		50
Executive Vice President/Finance of ACNB Corporation and ACNB Bank(4)	2022
Emily E. Berwager
Senior Vice President/Human Resources Manager of ACNB Bank(5)	2020-Present		47
Andrew A. Bradley
Senior Vice President/Chief Risk Officer of ACNB Bank(6)	2023-Present		47
Kevin J. Hayes
Senior Vice President/General Counsel, Secretary, & Chief Governance Officer of ACNB Corporation and ACNB Bank	2023-Present		37
Senior Vice President/General Counsel of ACNB Bank(7)	2020-2023

(1)

Prior to joining ACNB Bank, Mr. Fulk served as President and Chief Executive Officer of Riverview Financial Corporation, Harrisburg, Pennsylvania, from 2015 to 2021.

(2)

Ms. Laub joined ACNB Bank in 2005.

(3)

Mr. Seibel joined ACNB Bank in 2008.

(4)

Prior to joining ACNB Corporation, Mr. Weber served as Executive Vice President and Chief Financial Officer for Atlantic Community Bankers Bank, Camp Hill, Pennsylvania, from June 2020. Prior to that, he served as director of corporate development and financial planning and analysis at Fulton Financial Corporation in Lancaster, Pennsylvania.

(5)

Prior to joining ACNB Bank, Ms. Berwager served as Vice President of Talent and Culture at the Campbell Soup Company, formerly Snyder’s-Lance, Inc.

(6)

Prior to joining ACNB Bank, Mr. Bradley served as Executive Director with Cherry Bekaert, formerly Accume Partners, in Mechanicsburg Pennsylvania, since 2003.

(7)

Mr. Hayes joined ACNB Bank as General Counsel in 2015. Prior to joining ACNB Bank, Mr. Hayes was an associate attorney with the law firm of Mette, Evans & Woodside in Harrisburg, Pennsylvania.

Meetings and Committees of the Board of Directors

The Board of Directors of ACNB Corporation met thirteen (13) times during 2024. The Corporation maintains an Audit Committee (which is established in accordance with Section 3(a)(58)(A) of the Securities

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Exchange Act of 1934), Executive Committee, Compensation Committee, and Nominating Committee. A total of thirty (30) Board and committee meetings of the Corporation’s Board of Directors were held in 2024. During 2024, each of the directors attended at least 75% of the combined total number of meetings of the Corporation’s Board of Directors and the committees of which he or she was a member. The Board of Directors has a written attendance policy statement, which encourages and expects each director to attend the Annual Meeting of Shareholders. All directors attended the 2024 Annual Meeting of Shareholders. We expect that all the directors will attend the 2025 Annual Meeting of Shareholders.

Audit Committee. Members of the Audit Committee at December 31, 2024, were Kimberly S. Chaney, who served as Chair, Alexandra C. Chiaruttini, Todd L. Herring, James J. Lott, Daniel W. Potts and Alan J. Stock. Director John M. Polli was appointed as a member of the Committee effective February 18, 2025. Each of these directors is “independent” as defined in the SEC and Nasdaq standards for independence. The principal duties of the Audit Committee, as set forth in its charter, include reviewing the Corporation’s financial reporting process and systems of internal accounting and financial controls; reviewing significant audit and accounting principles, policies and practices; reviewing performance of internal auditing procedures; overseeing risk management; and, recommending annually to the Board of Directors the engagement of an independent auditor. The Audit Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Audit Committee met five (5) times during 2024.

Executive Committee. Members of the Executive Committee at December 31, 2024, were Alan J. Stock, who served as Chair, Kimberly S. Chaney, James P. Helt, Todd L. Herring, Scott L. Kelley and D. Arthur Seibel, Jr. The principal duties of the Executive Committee are to act on behalf of the Board between meetings and to develop and maintain the corporate governance policies and framework. The Executive Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Executive Committee met four (4) times during 2024.

Compensation Committee. Members of the Compensation Committee at December 31, 2024, were Scott L. Kelley, who served as Chair, Alexandra C. Chiaruttini, Frank Elsner, III, Todd L. Herring, James J. Lott, Donna M. Newell and Alan J. Stock. Director Elizabeth F. Carson was appointed as a member of the Committee effective February 18, 2025. Each of these directors is “independent” as defined in the SEC and Nasdaq standards for independence. The principal duties of the Compensation Committee include evaluating and recommending to the Board of Directors the executive officer and director compensation plans, policies and programs of the Corporation. The Compensation Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Compensation Committee met six (6) times during 2024.

Nominating Committee. Members of the Nominating Committee at December 31, 2024, were Donna M. Newell, who served as Chair, Todd L. Herring, James J. Lott, Daniel W. Potts, and Alan J. Stock. Each of these directors is “independent” as defined in the SEC and Nasdaq standards for independence. The principal duties of the Nominating Committee include identifying qualified individuals to serve on the Board and recommending nominees to the Board of Directors. The Nominating Committee has a charter, which is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com. The Nominating Committee met two (2) times during 2024.

Shareholder Communications

The Board of Directors has formal shareholder communications processes for the submission of shareholder proposals and nomination of directors, as described below. In addition, shareholders may contact any member of the Board personally, by telephone or by written correspondence including email. Written communications received by the Corporation from shareholders are shared with the full Board as deemed appropriate.

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Submission of Shareholder Proposals and Other Nominations

In order for a shareholder proposal (other than director nominations) to be considered for inclusion in ACNB Corporation’s proxy statement for next year’s annual meeting, the written proposal must be received by the Corporation no later than December 1, 2025. Proposals may be sent to the Secretary of ACNB Corporation, at 16 Lincoln Square, P.O. Box 3129, Gettysburg, Pennsylvania 17325.

All proposals must comply with SEC regulations regarding the inclusion of shareholder proposals in company-sponsored proxy materials. If a shareholder proposal is submitted to the Corporation after December 1, 2025, it is considered untimely; and, although the proposal may be considered at the annual meeting, the Corporation is not obligated to include it in the 2026 proxy statement.

In addition to satisfying the foregoing requirements under ACNB Corporation’s Bylaws, to comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Corporation’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended, no later than March 7, 2026. However, if the date of the 2026 Annual Meeting is changed by more than thirty (30) calendar days from the anniversary date of the 2025 Annual Meeting, then notice must be provided by the later of sixty (60) calendar days prior to the date of the 2026 Annual Meeting or the tenth (10th) calendar day following the day on which public announcement of the date of the 2026 Annual Meeting is first made.

Employee Code of Ethics

Since May 1994, ACNB Bank, formerly Adams County National Bank, has had a Conflict of Interest/Code of Ethics. In 2003, as required by law and regulation, the Corporation’s Board of Directors adopted a Code of Ethics which is applicable to our directors, officers and employees, and which has been amended as necessary from time to time.

The Code of Ethics encourages individuals to report any conduct that they believe in good faith to be an actual or apparent violation of the Code of Ethics to ACNB Corporation’s Chief Governance Officer. The Code of Ethics is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com.

Anti-Hedging/Pledging Policy

Pursuant to the Corporation’s policy, directors and executive officers are prohibited from entering into hedging transactions that hedge or offset, or are designed to hedge or offset, any decrease in the market value of our equity securities. Further, directors and executive officers are prohibited from holding our equity securities in a margin account or pledging our equity securities as collateral for a loan.

Insider Trading Policies and Procedures

The Corporation maintains an Insider Trading Policy Statement that governs the purchase, sale, and/or other dispositions of its securities by directors, officers and employees. The Corporation believes that the Insider Trading Policy Statement is reasonably designed to promote compliance with insider trading laws, rules and regulations, and Nasdaq listing standards. The Insider Trading Policy Statement is available under the Governance Documents section of the ACNB Corporation Investor Relations website at investor.acnb.com.

ELECTION OF DIRECTORS

Nomination of Directors

The Corporation has a standing Nominating Committee with a charter. Recommendations to the Board of Directors as to the nominees for election as directors at the Annual Meeting of Shareholders are provided by the Nominating Committee. The Nominating Committee will consider shareholder-recommended nominees for director, and shareholders who desire to propose an individual for consideration by the Board of Directors as a nominee for director should submit a recommendation in writing to the Secretary of the Corporation in compliance with the requirements of Article II, Sections 202, 203 and 207(b), of the Corporation’s Bylaws. Any shareholder who intends to nominate a candidate for election to the Board of

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Directors must notify the Secretary of the Corporation in writing not less than fourteen (14) days prior to the date of any shareholder meeting called for the election of directors.

Qualification and Nomination of Directors

The Corporation’s Articles of Incorporation authorize the number of directors to be not less than five (5) and not more than twenty-five (25). Further, the Corporation’s Articles of Incorporation and Bylaws provide for three (3) classes of directors with staggered terms of office of three (3) years that expire at successive annual meetings. Pursuant to Article II, Section 207(b), of the Corporation’s Bylaws, no director or nominee shall stand for election, if as of the date of election, he or she shall have attained the age of seventy-two (72) years old. Currently, the number of directors is set at fourteen (14): Class 1 consists of four (4) directors, Class 2 consists of four (4) directors, and Class 3 consists of six (6) directors.

The Nominating Committee believes that a director nominee must have the following attributes/qualifications before being recommended as a nominee: stock ownership in the Corporation, the willingness to commit time, a commitment to independence, a commitment to the Corporation’s community, financial competence, a good reputation, integrity, good communication skills, and the willingness and ability to speak up for the interests of the Corporation. A director nominee shall also have expertise that strengthens the Board of Directors. When evaluating potential director nominees, the Nominating Committee considers the skills and expertise of the current Board members and seeks director nominees with knowledge, skills and abilities that enhance and complement — rather than duplicate — the experiences and skills already represented on the Board of Directors. Further, the Nominating Committee ensures director nominees complement the Corporation’s strategic vision and direction, a fundamental priority for the Board of Directors. The Nominating Committee follows the same process for evaluating shareholder-recommended nominees for director.

The Nominating Committee does not have a formal policy with respect to diversity; however, the Board and the Nominating Committee believe that it is essential that members of the Board of Directors represent diverse viewpoints and experience. In considering candidates for the Board, the Nominating Committee considers the entirety of each candidate’s credentials in the context of these standards.

Director Nominees

The Board of Directors nominated incumbent directors Alexandra C. Chiaruttini, Eugene J. Draganosky, Todd L. Herring, and James J. Lott to serve as Class 1 Directors until the expiration of the term of the class or until their earlier death, resignation or removal from office.

The proxyholders intend to vote all proxies for the election of each of the nominees named below, unless you indicate that your vote should be withheld from any or all of them.

The Board of Directors proposes the following nominees for election as Class 1 Directors at the annual meeting:

Class 1 Director Nominees

Alexandra C. Chiaruttini
Eugene J. Draganosky
Todd L. Herring
James J. Lott

The Board of Directors recommends that shareholders vote FOR the proposal to elect the nominees listed above.

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Information as to Nominees and Directors

Set forth below, as of March 13, 2025, are the principal occupations and certain other information regarding nominees for director and continuing directors including the experience, qualifications, attributes or skills that contribute to the nominee’s or director’s ability to oversee the management of the Corporation. Unless otherwise specified, all business experience is for the past five (5) years in the same or similar position. You will find information about their share ownership on pages 13 through 15.

	Class 1 Directors (to serve until 2028 if duly elected and qualified)
	Alexandra C. Chiaruttini			Ms. Chiaruttini, age 54, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2024. Since 2020, she has served as the Chief Administrative Officer and General Counsel for The York Water Company, a water and wastewater public utility company, headquartered in York, Pennsylvania. Prior to joining The York Water Company, Ms. Chiaruttini served as the Chief Counsel at the Pennsylvania Department of Environmental Protection, with a legal staff of over 100 engaged in litigation, enforcement, regulatory and policy matters. As Chief Counsel, Ms. Chiaruttini was lead legal advisor to the Commonwealth’s General Counsel on environmental issues, law and policy. Prior to serving as Chief Counsel, Ms. Chiaruttini spent over fifteen years in private sector law practice providing legal and transactional advice on environmental matters. Her extensive experience and leadership roles in regulatory compliance, risk management, public company operations, governance, and legal matters support her candidacy to serve on the Corporation’s and ACNB Bank’s Boards of Directors.
	Eugene J. Draganosky			Mr. Draganosky, age 61, Second Vice Chair of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025. He was CEO and Chair of the Board of Traditions Bancorp, Inc. and Traditions Bank headquartered in York, PA, until their acquisition by the Corporation and ACNB Bank, respectively. Prior to assuming his role as CEO of Traditions Bank in 2017, Mr. Draganosky was named Chief Credit Officer in 2008 and became a Director and President in 2015. Before joining Traditions Bank, Mr. Draganosky held leadership positions at a number of other community and regional banks including CoreStates, First Union, Commerce, Waypoint, and Sovereign banks. Mr. Draganosky also has an extensive record of past and current service on many boards and committees in the community. The Corporation benefits greatly from Mr. Draganosky’s nearly 40 years of experience in banking, lending, and leadership, as well as his personal and professional connections in the York County market.
	Todd L. Herring			Mr. Herring, age 63, First Vice Chair of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since July 2017. He has served as Vice Chair of both Boards of Directors since May 26, 2020. Mr. Herring was a director of New Windsor Bancorp, Inc. and New Windsor State Bank from 2013 until 2017. Mr. Herring is a physical therapist and, since 2015, the Market Director for Pivot—Athletico Physical Therapy, a provider of physical therapy, occupational health, performance training, sports medicine and onsite work services, with more than 900 clinics in over 24 states. He was Owner and President of Central Maryland Rehabilitation Services, Inc. (CMRS) from its inception in 2006 until its acquisition by Pivot—Athletico Physical Therapy, in 2015. CMRS had more than 120 employees and provided hospital, home health, assisted living facility based, and outpatient clinic rehabilitation services in Maryland. Since 1985, Mr. Herring also owns and manages numerous residential and commercial real

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				estate partnerships. His professional and personal contacts in Carroll County, Maryland, and surrounding markets, experience in the operations and management of small businesses, knowledge of the Carroll County market, and prior board experience support his service on the Corporation’s and ACNB Bank’s Boards of Directors.
	James J. Lott			Mr. Lott, age 62, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2007. He is President of Bonnie Brae Fruit Farms, Inc. located in Gardners, Pennsylvania. Mr. Lott offers extensive experience in agribusiness, a leading economic driver in the Corporation’s markets, and his business insight is leveraged to provide guidance in understanding this important segment of the local economy.
	Class 3 Directors (to serve until 2026)
	Kimberly S. Chaney			Ms. Chaney, age 63, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since January 2020 and serves as an audit committee financial expert. She has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since May 2023. She was a director of Frederick County Bancorp, Inc. and Frederick County Bank from 2013 until 2020, and served as chair of these boards until 2020. Ms. Chaney has been a certified public accountant for over 30 years and retired in 2024 from her accounting practice Kimberly S. Chaney, CPA LLC, which specialized in financial services and consulting for small businesses located in Frederick, Maryland. She has formerly held senior management positions in several Frederick County companies in the construction, real estate and retail industries. Ms. Chaney’s significant experience in accounting, auditing, internal controls, and strategic planning, prior board experience, and knowledge of the Frederick County market support her membership on the Board.
	Frank Elsner, III			Mr. Elsner, age 64, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2002. From 2013 until February 15, 2020, he served as Chair of the Board of the Corporation and ACNB Bank. Mr. Elsner also served as Vice Chair of both Boards of Directors from 2007 until 2013. He has been a member of the Board of Directors of ACNB Insurance Services, Inc., since 2012 and has served as Vice Chair of its Board since 2013. Mr. Elsner is Owner & Managing Director of ODT Global, LLC, a system integrator, distributor, and manufacturers’ sales representative firm specializing in product and material handling, labeling and packaging equipment solutions based in Hanover, Pennsylvania. He retired in 2012 as President, Chief Executive Officer & Treasurer of Elsner Engineering Works, Inc., an engineering and manufacturing company located in Hanover, Pennsylvania. Mr. Elsner has extensive management experience with a company that operates internationally, as well as strong skills in cross cultural communications, financial management, sales and marketing, and strategic planning.
	James P. Helt			Mr. Helt, age 58, is President & Chief Executive Officer of the Corporation and ACNB Bank. He has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2017 and 2015, respectively. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since 2016 and has served as Chair of its Board since 2021. From 2008 until September 1, 2015, Mr. Helt served as Executive Vice President/Banking Services of ACNB Bank. Mr. Helt was named President of ACNB Bank effective September 1, 2015. As part of the Corporation’s and ACNB Bank’s long-term succession planning, he was appointed President & Chief Executive Officer of the Corporation and Chief Executive Officer of ACNB Bank effective May 5, 2017. Mr. Helt’s more than 35 years of experience in the

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				financial services industry, including his time with the Corporation and ACNB Bank, provides him with unique insights into the Corporation’s challenges, strategic goals, and operations.
	Scott L. Kelley, Esquire			Mr. Kelley, age 73, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2012. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since January 1, 2017. Mr. Kelley is currently Counsel with Barley Snyder LLP, and was Partner from 2017 until 2023. Previously, he was an attorney and President of the law firm of Stonesifer and Kelley, P.C. of Hanover, Pennsylvania, until it merged with Barley Snyder LLP in 2017. He served as the Executive Director of Community Banks Insurance Services from 2007 to 2009. The Board benefits from Mr. Kelley’s more than 40 years of experience practicing law in the areas of business and commercial law, real estate law, agricultural law, oil, gas and mineral law, and, estate planning and administration, as well as from his experience in the insurance industry.
	John M. Polli			Mr. Polli, age 60, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025. He was a founding member of the boards of directors of Traditions Bank and Traditions Bancorp, Inc. since 2002. Mr. Polli is the President and CEO of Reliance Student Transportation, LLC, based in York, Pennsylvania. Mr. Polli has nearly 40 years of diverse business expertise, from serving as a public accountant, to owning, managing, and advising businesses in the transportation, real estate, and insurance industries. Mr. Polli’s strong financial and business acumen, extensive prior board service, and ties to the local community support his membership on the Corporation’s and ACNB Bank’s Boards of Directors.
	Daniel W. Potts			Mr. Potts, age 72, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2004 and serves as an audit committee financial expert. He has also been a member of the Board of Directors of ACNB Insurance Services, Inc. since 2005. Mr. Potts has more than 40 years of global business experience, including 15 years with major accounting firms and senior executive positions in the financial services industry. Mr. Potts retired from Deloitte Consulting, a global services firm specializing in strategy and operations, technology, and workforce optimization, in 2023. Mr. Potts’ financial and business skills and extensive experience with financial accounting matters provide invaluable insight and guidance to the Board’s oversight function.
	Class 2 Directors (to serve until 2027)
	Elizabeth F. Carson			Ms. Carson, age 68, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since February 2025. Ms. Carson was the Lead Independent Director of Traditions Bancorp, Inc. and Traditions Bank since 2015. Ms. Carson’s career spanned over 30 years in a variety of leadership roles with community and regional banks, including Farmer’s Bank, Dauphin Deposit, Allfirst Bank, and M&T Bank. The scope of Ms. Carson’s responsibilities during that time encompassed a variety of management and leadership roles, ranging from managing human resources functions, to serving as regional leader for a broad network of branches and direct reports across multiple counties in Pennsylvania and Maryland. She retired in 2011 as a Senior Vice President, Retail Banking with M&T Bank. In addition to her extensive banking career, Ms. Carson has served as a board member for a variety of non-profit and community organizations. Ms. Carson’s diverse banking career, strong business development and senior leadership experience, and extensive prior board service, combine to enhance the perspective and

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				strength of the Corporation’s and ACNB Bank’s Boards of Directors.
	Donna M. Newell			Ms. Newell, age 54, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2012. She is President & Chief Executive Officer of NTM Engineering, Inc., a firm located in Dillsburg, Pennsylvania, that specializes in water resources and structural engineering as well as engineering course development and instruction. Ms. Newell brings her engineering, technology and business expertise to the Board.
	D. Arthur Seibel, Jr.			Mr. Seibel, age 66, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since July 2017. He was a director of New Windsor Bancorp, Inc. and New Windsor State Bank from 2003 until 2017, and served as chairman of these boards from 2014 until 2017. Most recently, Mr. Seibel retired as Chief Operating Officer for Springdale Preparatory School in New Windsor, Maryland, in February 2020. From 2011 until 2014, he was Managing Director of CIC Switzerland, Ltd., the international sales operation of Cristal Inorganic Chemicals (CIC), located in Zug, Switzerland. He previously served as Chief Financial Officer of CIC, a manufacturing company with operations then in five countries and revenues of $2.0 billion, from 2007 to 2011, and began his career as a certified public accountant. Mr. Seibel’s broad experience in accounting, auditing, internal controls, and strategic planning, as well as knowledge of public companies and the community banking industry, support his membership on the Corporation’s and ACNB Bank’s Boards of Directors.
	Alan J. Stock			Mr. Stock, age 67, Chair of the Board of the Corporation and ACNB Bank, has been a member of both the Corporation’s and ACNB Bank’s Boards of Directors since 2005. He served as Vice Chair of both Boards of Directors from 2013 until February 15, 2020, when he became Chairman of the Board of the Corporation and ACNB Bank. Mr. Stock has also been a member of the Board of Directors of ACNB Insurance Services, Inc., since February 25, 2020. He retired in November 2017 as Owner and President of Eicholtz Company, an office equipment and furniture dealership located in New Oxford, Pennsylvania. Mr. Stock has served on a number of boards of community and non-profit organizations, and is currently a member of the board of directors of the Hanover Hospital Foundation. Mr. Stock brings to the Board entrepreneurial experience spanning more than 40 years and strong financial and business acumen, as well as extensive knowledge of the Corporation’s market areas.

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SHARE OWNERSHIP

Principal Shareholders

The following table sets forth, as of December 31, 2024, to the best of the Board of Directors’ knowledge, the name and address of each person or entity who owns of record or who is known to be the beneficial owner of more than 5% of the Corporation’s outstanding common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership		Percentage of Class
BlackRock, Inc. 50 Hudson Yards New York, NY 10001		522,358(1)		6.11%
FMR LLC 245 Summer Street Boston, MA 02210		544,408(2)		6.340%
The Vanguard Group 100 Vanguard Blvd Malvern, PA 19355		456,324(3)		5.33%

(1)

On a Schedule 13G filed with the SEC on January 29, 2024, BlackRock, Inc. reported sole voting power with respect to 511,498 shares of the Corporation’s common stock and sole dispositive power with respect to 522,358 shares of the Corporation’s common stock.

(2)

On a Schedule 13G/A filed with the SEC on February 9, 2024, FMR LLC reported sole voting power with respect to 544,371 shares of the Corporation’s common stock and sole dispositive power with respect to 544,408 shares of the Corporation’s common stock.

(3)

On a Schedule 13G filed with the SEC on November 12, 2024, The Vanguard Group reported shared voting power with respect to 3,746 shares of the Corporation’s common stock, sole dispositive power with respect to 449,468 shares of the Corporation’s common stock and shared dispositive power with respect to 6,856 shares of the Corporation’s common stock

Beneficial Ownership of Directors, Nominees and Executive Officers

The following table sets forth, as of December 31, 2024, unless otherwise noted, and from information received from the respective individuals, the amount and percentage of the common stock beneficially owned by each director, each nominee for director, each Named Executive Officer, and all directors, nominees and executive officers of the Corporation as a group. Unless otherwise noted, shares are held individually, and the percentage of class is less than 1% of the Corporation’s outstanding common stock.

Beneficial ownership of shares of ACNB Corporation common stock is determined in accordance with SEC Rule 13d-3, which provides that a person should be credited with the ownership of any stock held, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares:

•

Voting power, which includes the power to vote or to direct the voting of the stock; or,

•

Investment power, which includes the power to dispose or direct the disposition of the stock; or,

•

The right to acquire beneficial ownership within sixty (60) days after December 31, 2024.

Unless otherwise indicated in a footnote appearing below the table, all shares reported in the table below are owned directly and individually by the reporting person. The number of shares owned by the directors, nominees and Named Executive Officers is rounded to the whole share.

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Name of Individual or Identity of Group	Amount and Nature of Beneficial Ownership(1)		Percentage of Class
Class 1 Directors
Alexandra C. Chiaruttini		1,927		—
Eugene J. Draganosky		0(2)		—
Todd L. Herring		11,199(3)		—
James J. Lott		17,313(4)		—
Class 2 Directors
Elizabeth F. Carson		0(5)		—
Donna M. Newell		10,561(6)		—
D. Arthur Seibel, Jr.		22,469(7)		—
Alan J. Stock		86,195(8)		1.01%
Class 3 Directors
Kimberly S. Chaney		8,693(9)		—
Frank Elsner, III		27,150(10)		—
James P. Helt		34,823(11)		—
Scott L. Kelley		25,729(12)		—
John M. Polli		0(13)		—
Daniel W. Potts		8,811		—
Named Executive Officers
Brett D. Fulk		3,574		—
Executive Vice President/ Chief Strategy Officer of ACNB Bank
Laurie A. Laub		13,420		—
Executive Vice President/ Chief Credit & Operations Officer of ACNB Bank
Douglas A. Seibel		17,515(14)		—
Executive Vice President/ Chief Revenue & Lending Officer of ACNB Bank
Jason Weber		6,587		—
Executive Vice President/ Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank
All Directors, Nominees and Executive Officers as a Group (14 Directors, 7 Executive Officers, 21 persons in total)		302,406		3.53%

(1)

The securities “beneficially owned” by an individual are determined in accordance with the definitions of “beneficial ownership” set forth in the General Rules and Regulations of the SEC and may include securities owned by or for the individual’s spouse and minor children and any other relative who has the same home, as well as securities to which the individual has or shares voting or investment power, or has the right to acquire beneficial ownership within sixty (60) days after December 31, 2024. Beneficial ownership may be disclaimed as to certain of the securities.

(2)

Mr. Draganosky became a director on February 1, 2025. He acquired 12,436 shares of ACNB Common

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Stock on the same date as a result of the share exchange of Traditions Bancorp, Inc. common stock in connection with the acquisition of Traditions Bancorp, Inc. by the Corporation.

(3)

Figure includes 9,022 shares held solely by Mr. Herring; 1,125 shares held in a trust for the benefit of Mr. Herring; 172 shares owned individually by his spouse; and, 880 shares held in his spouse’s IRA.

(4)

Figure includes 7,237 shares held solely by Mr. Lott; 9,076 shares held jointly with Mr. Lott’s spouse; and, 1,000 shares held in his IRA.

(5)

Ms. Carson became a director on February 1, 2025. She acquired 12,069 shares of ACNB Common Stock on the same date as a result of the share exchange of Traditions Bancorp, Inc. common stock in connection with the acquisition of Traditions Bancorp, Inc. by the Corporation.

(6)

Figure includes 6,897 shares held solely by Ms. Newell; 3,099 shares held jointly with Ms. Newell’s spouse; and 565 shares held in her IRA.

(7)

Figure includes 5,241 shares held solely by Mr. Seibel; 12,228 shares held in a trust for the benefit of Mr. Seibel; and, 5,000 shares held in his IRA.

(8)

Figure includes 75,295 shares held solely by Mr. Stock; and, 10,900 shares held in his IRA.

(9)

Figure includes 2,803 shares held solely by Ms. Chaney and 5,890 shares held jointly with Ms. Chaney’s spouse.

(10)

Figure includes 8,096 shares held solely by Mr. Elsner; 14,301 shares held jointly with Mr. Elsner’s spouse; and, 3,753 shares held in his IRA.

(11)

Figure includes 28,154 shares held solely by Mr. Helt; 2,634 shares held jointly with Mr. Helt’s spouse; and, 4,035 shares held in his IRA.

(12)

Figure includes 568 shares held solely by Mr. Kelley; 11,320 shares held jointly with Mr. Kelley’s spouse; and, 13,841 shares held in his IRA.

(13)

Mr. Polli became a director on February 1, 2025. He acquired 34,625 shares of ACNB Common Stock on the same date as a result of the share exchange of Traditions Bancorp, Inc. common stock in connection with the acquisition of Traditions Bancorp, Inc. by the Corporation.

(14)

Figure includes 13,206 shares held solely by Mr. Seibel; 3,606 shares held jointly with Mr. Seibel’s spouse; and, 703 shares held in his IRA.

DIRECTOR COMPENSATION

Compensation of the Board of Directors of ACNB Corporation and Subsidiaries

Directors of the Corporation are compensated for their services as set forth below. Employee directors are not compensated for any services as a director including attendance at Board of Directors meetings or committee meetings. The Compensation Committee annually reviews and recommends to the Board of Directors the compensation levels and elements for non-employee directors. Since July 1, 2024, non-employee directors have been compensated by ACNB Bank for their services rendered to the Corporation and Bank as follows:

•

$45,000 annual retainer;

•

$860 per Board meeting;

•

$540 per committee meeting;

•

$6,450 annually for Audit Committee chair;

•

$6,450 annually for Compensation Committee chair;

•

$4,300 annually for Executive Committee chair;

•

$4,300 annually for Loan Committee chair;

•

$2,690 annually for Trust Committee chair;

•

$2,000 annually for Nominating Committee chair;

•

$37,625 annually for Chairman of the Board;

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•

$10,750 annually for Vice Chairman of the Board;

•

$752.50 per quarter for Board Strategic Specialist;

•

$800 allowance for a half-day seminar plus expenses, if applicable, and $1,600 allowance for a full-day seminar plus expenses, if applicable; and,

•

$135 per hour for continuing education via online/webinar training, given preapproval.

Pursuant to a board approved plan, at the director’s election, 70% or 100% of each director’s annual retainer, as paid on a quarterly basis, is paid as ACNB Corporation common stock for services as a director under the 2018 Omnibus Stock Incentive Plan, as authorized by paragraph 13 thereof, allowing for payment of director fees in the form of stock awards. Payment of the equity portion of the retainer is paid on a quarterly basis, on the same date and price per share as determined under the Corporation’s Dividend Reinvestment Plan.

In addition, non-employee directors that serve on the board of directors of ACNB Insurance Services, Inc., are entitled to cash compensation of $800 per ACNB Insurance Services, Inc. board meeting attended.

The following table summarizes the compensation of non-employee directors during 2024.

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)			Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)(1)			Total ($)
Kimberly S. Chaney		$	51,931(2)		$	21,931		—		$	430		$	73,862
Alexandra Chiaruttini(3)		$	20,230		$	17,750				$	0		$	37,980
Frank Elsner, III		$	50,522(2)		$	21,931		—		$	667		$	72,453
Todd L. Herring		$	38,744		$	34,863		—		$	430		$	73,607
Scott L. Kelley		$	56,337(2)		$	21,931		—		$	2,026		$	78,268
James J. Lott		$	46,291		$	21,931		—		$	405		$	68,222
Donna M. Newell		$	34,570		$	21,931		—		$	406		$	56,501
Daniel W. Potts		$	40,166(2)		$	21,931		—		$	1,864		$	62,097
D. Arthur Seibel, Jr.		$	45,999		$	21,931		—		$	597		$	67,930
Alan J. Stock		$	79,027(4)		$	34,863		—		$	968		$	113,890

(1)

Represents the tax reportable imputed income attributed to the director supplemental life insurance plan.

(2)

Includes $4,000 paid in 2024 for Board meetings of ACNB Insurance Services, Inc.

(3)

Ms. Chiaruttini joined the Board in May 2024.

(4)

Includes $3,200 paid in 2024 for Board meetings of ACNB Insurance Services, Inc.

Director Deferred Fee Plan

In January 2001, ACNB Bank established a director deferred fee plan. Directors Chaney, Elsner, Herring, Kelley, Lott, Newell, and Stock participated in 2024. Directors may defer up to 100% of the director’s income. Benefits are payable upon termination of service, change of control, and by specific participant election in accordance with IRS Code Section 409A. The deferred fees earn interest, and the interest and plan expenses are funded by bank-owned life insurance (BOLI).

Variable Compensation Plan

Effective January 1, 2018, the ACNB Bank Variable Compensation Plan was amended to allow directors to participate under the same terms as employees in order to better align the interests of the directors with the shareholders and to place similar restrictions, as placed upon employees who are granted

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restricted stock, on grants of shares from the 2018 Omnibus Stock Incentive Plan, any successor plan, or any similar plan under which equity awards may be granted and directors are eligible to participate. During 2024, no Variable Compensation Plan awards were granted to non-employee directors.

Director Supplemental Life Insurance Plan

ACNB Bank has a director supplemental life insurance plan. All non-employee directors are eligible for the life insurance benefit, subject to underwriting criteria and purchase of bank owned life insurance (BOLI) by the Bank. The plan currently insures nine (9) directors. The director life insurance benefit of $250,000 per participating director shall be provided unless the director separates from service prior to reaching the retirement age without at least nine (9) years of service, in which case the benefit is $100,000. This life insurance benefit is funded through a single premium BOLI program because BOLI is a more cost-efficient way of providing the benefits. The amount of death benefits is the amount set forth in the individual’s policy endorsement. The eligible participating directors are not required to pay any premiums on the life insurance policy, but have the imputed value of the insurance coverage included in their taxable incomes.

Long-Term Care Insurance

ACNB Bank offers long-term care insurance to directors, and eligibility is subject to medical underwriting acceptance. The plan currently insures eight (8) directors. The eligible participating directors are not required to pay any premiums. The long-term care insurance provides a monthly maximum base benefit of $4,000 for long-term care needs.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

In this section, we describe the objectives and elements of our compensation philosophy, policies and practices with respect to the compensation of each individual who served as our principal executive officer or principal financial officer during 2024, as well as our three most highly compensated executive officers (other than our principal executive officer and principal financial officer). References throughout this proxy statement to our “Named Executive Officers” or “NEOs” refer to each of the individuals named in the table below. Our NEOs for the fiscal year ended December 31, 2024 were:

•

James P. Helt, President and CEO of ACNB Corporation and ACNB Bank

•

Jason H. Weber, Executive Vice President/Treasurer & Chief Financial Officer of ACNB Corporation and ACNB Bank

•

Brett D. Fulk, Executive Vice President/Chief Strategy Officer of ACNB Bank

•

Laurie L. Laub, Executive Vice President/Chief Credit Officer of ACNB Bank

•

Douglas A. Seibel, Executive Vice President/Chief Lending Officer of ACNB Bank

Key 2024 Business and Financial Highlights

As reported in the Corporation’s Form 10-K for the year ended December 31, 2024, we are pleased to report:

•

Net income of $31.8 million, or $3.73 per diluted share, was earned for 2024, compared to net income of $31.7 million, or $3.71 per diluted share, for 2023.

•

Organic loan growth of $54.9 million or 3.4% for 2024, compared to an increase of $89.4 million or 5.8% in 2023.

•

Return on average shareholders’ equity of 10.94 percent for 2024 compared to 12.23 percent for 2023.

•

Dividends declared and paid in 2024 increased by $0.12 per share to $1.26, from $1.14 in 2023.

In addition, the management team made significant progress on carrying out the Corporation’s strategic plan with the acquisition of Traditions Bancorp, Inc., which was announced in July 2024, and closed effective

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February 1, 2025. The Corporation believes that this acquisition will provide increased scale and an expanded product set to deliver to customers, which should drive long-term growth and profitability in future years, and therefore enhance long-term shareholder value. While the 2024 financial results were comparable to 2023, it should also be noted that the Corporation incurred approximately $2.0 million in merger-related expenses in 2024 as a result of this strategic acquisition. The Corporation believes it is appropriate to consider these expenses incurred in furtherance of the execution of the Corporation’s strategic plan in conjunction with the 2024 financial results.

Determination of Executive Compensation

The Compensation Committee is charged with recommending to the Board of Directors of ACNB Corporation the compensation for all executive officers of ACNB Corporation and its subsidiaries. The Committee may form and delegate authority to subcommittees or delegate authority to management when appropriate, as well as retain or obtain the advice of a compensation consultant, legal counsel, or other adviser.

Compensation Objectives and Policies

The primary objective of the Corporation’s compensation philosophy remains to attract, motivate, reward and retain executives who will maintain the safety and soundness of the Corporation and its subsidiaries. In addition, the Corporation’s compensation philosophy aims to sustain and enhance long-term investor value, enforce internal controls deemed appropriate by our auditors and regulators, and execute the strategic plans as prioritized by the Board of Directors.

The Compensation Committee and the Board of Directors of the Corporation seek to establish fair compensation policies in order to attract, motivate, reward and retain competent executives whose efforts will enhance the Corporation’s profitability and growth without exposing the Corporation to undue risk. The Compensation Committee treats compensation as an evolving process depending on the strategic objectives of the Corporation, as determined by the Board of Directors at that time.

The Role of the Named Executive Officers in Setting Compensation

The Named Executive Officers do not participate in the determination process of their respective annual base salaries and are not present when their respective compensation is discussed by the Compensation Committee or discussed and approved by the Board of Directors.

Mr. Helt, as President & Chief Executive Officer of the Corporation and ACNB Bank, provides insight to the Compensation Committee on the performance and compensation of ACNB Bank’s executive officers including the other Named Executive Officers. He also assists in establishing performance goals and objectives for these executive officers.

The Compensation Process for the Named Executive Officers

	President & Chief Executive Officer of the Corporation and ACNB Bank			• Discusses the Named Executive Officers’ performance with the Compensation Committee and provides insight on merit compensation.
				• Is not present when his performance and compensation are discussed.
	Compensation Committee			• Reviews the performance of the President & Chief Executive Officer of the Corporation and the Bank in his absence.
				• Reports on the performance of the Named Executive Officers and recommends the compensation levels to the Board of Directors.
	Board of Directors			• Without any Named Executive Officers participating or present, discusses the compensation levels of the Named Executive Officers and determines the levels of compensation.
				• Uses its business judgment and the Compensation Committee’s recommendation in determining compensation.

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The Role of a Consultant in Setting Compensation

The Compensation Committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel, or other adviser. The Compensation Committee is directly responsible for retaining, determining the independence, determining if a conflict of interest exists, compensating, and overseeing the work of its advisers.

The Compensation Committee engaged the services of Blanchard Consulting Group for projects related to the review of both director and executive compensation, including the Corporation’s incentive plans, the results of which were implemented in 2022. The Compensation Committee engaged Blanchard Consulting Group for services relating to executive and director compensation in 2024; In addition, ACNB Bank management consulted Blanchard Consulting Group on an as needed basis in 2024 with respect to general employee compensation matters. The Compensation Committee also reviewed and considered educational materials from various webinars and conferences, as well as other resources, as further explained in Benchmarking below.

Benchmarking

For 2024, the Compensation Committee reviewed the information provided by Blanchard Consulting Group which included benchmarking data gathered from external salary surveys and was focused on an agreed upon peer group. In 2024, the Compensation Committee reviewed additional external salary survey data and information it received from various webinars, conferences and publications. This information provides general compensation trends and is not used to specifically benchmark any specific element of executive compensation to any specific financial institution or group of financial institutions, but is only used as an educational source as to the current trends in compensation.

Compensation Program

Overview of Components

The Compensation Committee supports a pay program with the following major components to help guide compensation decisions:

Component	Description	Purpose
Base Salary	Fixed cash compensation	To attract and retain key executive talent by providing a stable source of compensation for services rendered during the fiscal year
Variable Compensation Plan – Cash Incentive Awards	Performance-based cash payment based on financial, operational, and strategic metrics	To motivate executive officers to achieve the Corporation’s annual strategic and financial goals and reward individual performance
Variable Compensation Plan – Equity Incentive Awards	Performance-based share awards with multi-year vesting periods; award sizes are based on financial metrics and achievement of strategic initiatives	To align long-term interests of executives and shareholders by incentivizing the achievement of Corporation strategic goals and retention of executives
Deferred Compensation Plans	Includes deferred compensation plans, supplemental executive retirement plans, and salary continuation plans	To provide NEOs an economic incentive for long-term service to the Corporation
Employment and Change in Control Agreements	Includes Employment Agreements and/or Change in Control Agreements	We provide NEOs with employment agreements and/or change in control agreements as a market expectation in talent management and to encourage executives to focus on generating shareholder value during any potential change in control

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Component			Description			Purpose
Other Benefits			Consists of certain other customary and broad based provided to Corporation employees (e.g., retirement and health plan benefits) and limited, non-excessive perquisites			To provide other customary benefits offered to the Corporation’s employee base at large or commonly expected to be provided to senior executives

Base Salary

Base salaries for our NEOs are recommended annually by the Compensation Committee for approval by the Board and are designed to compensate each executive for the experience, education, responsibilities and other qualifications of the executive that are essential to the specific role the executive serves within the organization. Base salaries are set at levels competitive within the industry and the local market area in order to attract and retain executive officers who possess the knowledge, skills and abilities necessary to successfully execute their duties and responsibilities. The base salaries for each of our NEO’s for the two most recent fiscal years and the year-over-year change are set forth in the table below.

Executive	2023 Base Salary			2024 Base Salary			Year-over- year change (%)
James P. Helt		$	546,000		$	572,645		4.9
Jason H. Weber		$	327,600		$	341,400		4.2
Brett D. Fulk		$	315,000		$	321,300		2.0
Laurie L. Laub		$	312,000		$	325,100		4.2
Douglas A. Seibel		$	298,700		$	310,650		4.0

In determining 2024 base salaries for all NEOs, the Compensation Committee considered the Corporation’s earnings performance in 2023 on measures such as net income and return on average equity (“ROAE”), as well as the labor market and inflationary wage pressures the Bank was experiencing at that time. The Committee also considered factors specific to each NEO, such as individual and departmental performance, compensation history, competitive market positioning and other relevant factors.

Variable Compensation Plan — Overview

The Compensation Committee that short term cash and long term equity incentive bonus awards are an appropriate mechanism to attract, motivate, and aid in the retention of executives, link the long-term compensatory interests of NEOs to the interests of shareholders, and incentivize the achievement of the Corporation’s strategic goals. To provide such incentive bonus awards, effective January 1, 2014, and subsequently amended effective January 1, 2018, January 1, 2021, and March 1, 2022, the Compensation Committee established the ACNB Bank Variable Compensation Plan (the “Plan”), which provides guidelines for awarding cash and/or equity incentive bonuses. Under the Plan, the Compensation Committee may make a recommendation to the Board of Directors to award stock under the ACNB Corporation 2018 Omnibus Stock Incentive Plan, any successor plan, or any similar plan under which equity awards may be granted, if it chooses to make equity awards. The Board of Directors also reserves the right to amend, suspend or terminate the Plan at any time. The guidelines contained in the Plan include general restrictions such as:

•

the award formulas are to be constructed to align the interests of the participant with those of the shareholders;

•

the participant must have an overall rating of “Meets Expectations” on his or her most recent individual performance appraisal, as applicable;

•

no incentive bonuses may be awarded if the Bank’s CAMELS rating assigned by its regulators falls below a certain rating;

•

no incentive bonuses will be awarded if the Board of Directors determines that the dividend payable to the shareholders is not reasonable or competitive; and,

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•

all bonuses are subject to a clawback provision, as well as the Corporation’s Excess Incentive Compensation Recovery Policy Statement.

The Plan is prospective in design with the utilization of a defined payout formula that is based upon the achievement of predefined ACNB Bank and ACNB Corporation financial performance metrics, departmental or individual goals, as well as corporate or strategic goals, as determined by the Board of Directors and/or Compensation Committee, with recommendations by the Bank’s President/CEO and Human Resources Manager. The participants are eligible to receive both variable cash awards and variable equity awards in the form of ACNB Corporation restricted stock. Payouts under the Plan are based on a percentage of the annualized base salary of the participant in the calendar Plan year upon which the award is based. The Plan and each performance period operate on a calendar year basis of January 1 to December 31 for the Plan Year. Thus, variable compensation awards paid in 2024 under the Plan were based on 2023 performance. Upon completion of each fiscal year, the Compensation Committee determines each NEO’s cash and equity incentive awards relative to corporate performance against the pre-established metrics and targets.

2023 Variable Compensation Plan Parameters

The minimum requirements for any participant to receive an award under the Plan in 2024 for the Plan year ending December 31, 2023 were that: (1) the Bank maintains a non-performing assets level below 1.5%; (2) ACNB Corporation achieves a minimum level of annual net income of $22.3 million; and (3) the individual Plan participant achieves a “satisfactory” performance evaluation score. These parameters are considered triggers to activate the 2023 plan for participants, subject to the Board of Directors and/or Compensation Committee’s authority to determine if an extraordinary occurrence has taken place, such that performance goals or minimum requirements should be adjusted.

Beyond such minimum performance triggers to activate the Plan, the Compensation Committee and Board of Directors set threshold, target, and maximum performance levels for ACNB Bank and ACNB Corporation financial performance metrics and strategic goals. In the case of financial metrics, the threshold, target, and maximum levels are determined based on a percentage of the annual ACNB Corporation budget that is approved by the Board of Directors. The variable cash and variable equity award payouts under the Plan are calculated using a ratable approach, in which award payouts are calculated as a proportion of threshold, target and maximum award opportunity levels based upon goal weightings. Performance between threshold and target or between target and maximum would result in interpolated payouts on a straight-line basis. If performance is below threshold for a given performance goal, no incentive would be paid for that goal. Performance above maximum for a given goal would result in payout at maximum for that goal.

The following factors were established as the target levels for the ACNB Bank and ACNB Corporation financial performance metrics and strategic goals for 2023:

Factor

Rationale

2023
Threshold
Goal

2023
Target
Goal

2023
Maximum
Goal

2023
Result

ACNB Corporation Net Income

Incentivizes the overall financial performance of the Corporation through income generation and expense reduction.

$26.2 million

$29.1 million

$36.5 million

$35.16 million (non-GAAP)/
$31.68
(GAAP) (1)

ACNB Bank Loan Growth

Incentivizes employees to grow the Bank’s loan portfolio which will increase income.

3.45%

3.83%

4.25%

5.70%

ACNB Corporation ROAE

Measures the Corporation’s performance and provides for a pay for performance baseline.

10.36%

11.52%

12.67%

13.57%
(non-GAAP)/
12.23%
(GAAP)(1)

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Factor

Rationale

2023
Threshold
Goal

2023
Target
Goal

2023
Maximum
Goal

2023
Result

Execution on Strategic Initiatives(2)

Incentivizes participants to accomplish the strategic goals as determined by the Board of Directors

Individual/Departmental Goals

Incentivizes participants to accomplish pre-determined projects or goals related to the specific function they oversee

Various

(1)

See One-Time Adjustments below for explanation regarding the Corporation’s use of non-GAAP results.

(2)

The Strategic Initiatives final rating is set on a rating scale of 0-3, with 3 being the maximum rating, by the Board of Directors on recommendation by the Compensation Committee, in its discretion but based on management’s achievement of the initiatives and goals outlined in the Strategic Plan approved by the Board of Directors.

One-Time Adjustments

Under the terms of the Plan, the Compensation Committee has the authority to adjust financial performance metrics used to determine Plan awards for one-time positive or negative events outside of the Corporation’s normal operations which have a material effect on the Corporation’s results. Potential adjustments include but are not limited to tax-related matters, merger-related costs, gains or losses arising from security sales, changes in regulation, and other significant events.

The Corporation’s GAAP net income and ROAE for the year ended December 31, 2023 were $31.68 million and 12.23%, respectively. These results were negatively affected by an after-tax securities loss of $3,479,192, incurred as a result of the Corporation’s intentional decision to direct management to participate in a securities restructuring of the Corporation’s investment portfolio in December 2023, as disclosed in a Form 8-K filed with the SEC on December 15, 2023. Because the Compensation Committee expects that the securities repositioning and higher yielding assets purchased with the proceeds of the lower yielding sold assets will result in long-term profitability in for the Corporation and therefore enhance long-term shareholder value, the Compensation Committee determined that it was appropriate to exclude this loss from the 2023 performance results, and to apply the Corporation’s adjusted performance results to its performance metrics when determining awards under the Plan. It is the Compensation Committee’s intention to also exclude the estimated income from the securities repositioning from calendar year 2024 results under the Plan. Excluding the impact of the $3,479,192 in after tax expense, Net Income and ROAE were $35.16 million and 13.57%, respectively, for the year ended December 31, 2023. These adjusted figures are sometimes referred to in this proxy statement as Adjusted Net Income and Adjusted ROAE, respectively.

2024 Cash Awards paid under the Plan for 2023 Performance

With respect to the variable cash awards payable to the Named Executive Officers in 2024 for 2023 performance, Mr. Helt’s maximum variable cash award was sixty-five (65%) of his 2023 salary, and the maximum variable cash award for all other NEOs was forty-five (45%) of his or her 2023 salary. For Mr. Helt, the factors and corresponding weight in determining the amount of the cash award were: Net Income, 63%; Loan Growth, 27%; and Individual/Departmental Goal, 10%. For all other NEOs, the factors and corresponding weight in determining the amount of the cash award were: Adjusted Net Income, 52.5%; Loan Growth, 22.5%; and Individual/Departmental Goals, 25%.

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2024 Equity Awards paid under the Plan for 2023 Performance

With respect to the variable equity awards payable to the Named Executive Officers in 2024 for 2023 performance, in the form of a restricted stock equity award under the ACNB Corporation 2018 Omnibus Stock Incentive Plan, Mr. Helt’s maximum variable equity award was sixty-five (65%) of his 2023 salary, and Mr. Seibel and Ms. Laub’s maximum variable equity award was forty-five (45%) of his or her 2023 salary. For all NEOs, the factors and corresponding weight in determining the amount of the equity award were: Adjusted ROAE, 50%; and Execution on Strategic Initiatives, 50%.

The restricted shares awarded to the Named Executive Officers vest in one-third (1∕3) tranches, with the first third vesting immediately upon award in 2024, the next third vesting on January 1, 2025, and the last third vesting on January 1, 2026. The dollar value of the equity award is converted to shares of common stock based on the same price for reinvestment of shares in connection with the Corporation’s Dividend Reinvestment Plan for the first quarter of 2024. The Compensation Committee intends to consider restricted stock through the ACNB Corporation 2018 Omnibus Stock Incentive Plan or another successor plan in the future in conjunction with the ACNB Bank Variable Compensation Plan with the intended purpose to encourage stability and longevity in executive management.

Employment Agreements

We provide NEOs with employment agreements including change in control provisions as a market expectation in talent management and to encourage executives to focus on generating shareholder value during any potential change in control. For further explanation regarding the details of the employment agreements that apply to NEOs, see the Employment Agreements heading in the Executive Compensation section.

Deferred Compensation Plans

The Corporation offers deferred compensation plans for the purpose of attracting and retaining qualified executives and to provide NEOs an economic incentive for long-term service to the Corporation. These include unfunded non-qualified deferred compensation plans characterized as either supplemental executive retirement plans (SERPs) or salary continuation agreements. For further explanation regarding these agreements, see the Supplemental Executive Retirement Plans and Deferred Compensation Agreement headings in the Executive Compensation section.

Other Benefits

The Corporation provides certain other benefits to some or all of the NEOs that are appropriately limited in scope and value and are either offered to the Corporation’s employee base at large or commonly expected to be provided to senior executives. This would include benefits like health, dental, vision and other insurance benefits, 401(k) and pension plan benefits , group life insurance and disability plans, supplemental life and long term care plans, vehicle stipends or memberships, and other similar benefits. For more information regarding these benefits, see the Supplemental Life Insurance Plan, Group Term Life Insurance Plan, Long-Term Care Insurance, 401(k) Plan, and Defined Benefit Plan sections of the Executive Compensation section.

Policies and Practices Related to the Timing of Option Awards

While the Corporation does not have a formal written policy in place with regard to the timing of awards of options in relation to the disclosure of material nonpublic information, the Compensation Committee does not seek to time equity grants to take advantage of information, either positive or negative, about the Corporation that has not been publicly disclosed. It has been the Corporation’s recent practice to grant most of its equity awards in the form of restricted stock.

Say on Pay and Shareholder Engagement

The Corporation is required to provide a non-binding shareholder advisory vote on the compensation of the NEOs. The Corporation conducts this advisory vote on an annual basis. At the 2024 annual meeting

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of shareholders, the holders of 4,061,573 shares of Common Stock, or 89.15% of the 4,555,882 shares voting on the proposal, voted to approve the non-binding, advisory proposal on the compensation of the Corporation’s executive officers.

The Compensation Committee believes the results of this vote demonstrate significant support for the Corporation’s executive compensation policies and practices among shareholders. Though the Say-on-Pay vote is nonbinding, the Board of Directors and the Compensation Committee seriously consider the opinions of, and feedback from, our shareholders when making compensation decisions. The Compensation Committee expects to continue to adhere to the compensation policies, principles and programs described herein in future years, and will continue to consider these non-binding advisory results on our compensation programs, among other factors.

Mitigation in Plan Design Risk

The Compensation Committee considers, in establishing and reviewing the executive compensation program and in determining annual performance goals, whether the program encourages any unnecessary or excessive risk taking and concludes:

•

the Corporation’s executive compensation plans do not encourage executives to take unnecessary and excessive risks that could threaten the value of the Corporation;

•

The executive compensation plans are structured so that their potential for generating unacceptable risk that could materially affect the value of the Corporation is limited; and

•

The compensation plans are not structured to create substantial opportunities to benefit due to material manipulation of financial results.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the “Compensation Discussion and Analysis” section of this document for the year ended December 31, 2024 with the Corporation’s management.

Based on the Committee’s review and discussions noted above, the Compensation Committee recommended to the Board that the Corporation’s Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in the Corporation’s Annual Report of Form 10-K for the fiscal year ended December 31, 2024.

ACNB Corporation Compensation Committee Members:

Scott L. Kelley, Chair
Elizabeth F. Carson
Alexandra C. Chiaruttini
Frank Elsner, III
Todd L. Herring
James J. Lott
Donna M. Newell
Alan J. Stock

Compensation Committee Interlocks and Insider Participation

The Corporation has no Compensation Committee interlocks. Messrs. Kelley, Elsner, Herring, Lott and Stock and Mses. Chiaruttini and Newell constitute all of the directors who served on the Compensation Committee at any time during 2024. Each of them is an independent outside director. None of them is a current or former officer or employee of the Corporation. During 2024, the Bank engaged in customary banking transactions and had outstanding loans to certain of its directors, executive officers, members of the immediate families of certain directors and executive officers and their associates. These loans were made in the ordinary course of business and were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with persons not related to the lender. In the opinion of management, these loans do not involve more than normal risk of collectability or

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present other unfavorable features. Non-banking relationships that members of the Compensation Committee have had or maintain with the Corporation or ACNB Bank are described under the heading, “Related Person Transactions.” James P. Helt, President & Chief Executive Officer of the Corporation and Emily Berwager, ACNB Bank Senior Vice President & Human Resources Manager, attended Compensation Committee meetings at the request and invitation of the Committee. Mr. Helt and Ms. Berwager did not participate in determining their own compensation.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table summarizes the total compensation for 2024, 2023, and 2022 for the NEOs:

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)(1)			Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(2)			All Other Compensation ($)			Total ($)
James P. Helt President & Chief Executive Officer of the Corporation(3)		2024		$	565,471		$	335,310		$	300,300		$	252,476		$	162,405(4)		$	1,615,962
		2023		$	541,154		$	341,250		$	288,750		$	256,795		$	140,744(5)		$	1,568,693
		2022		$	509,769		$	114,250		$	95,500		$	177,458(6)		$	73,697(7)		$	970,674
Jason H. Weber Executive Vice President/Chief Financial Officer of the Corporation and the Bank		2024		$	337,685		$	144,325		$	131,040		$	30,460		$	26,755(8)		$	670,264
Douglas A. Seibel Executive Vice President/Chief Lending Officer of the Bank		2024		$	307,433		$	127,299		$	119,480		$	56,471		$	216,306(9)		$	826,989
		2023		$	296,692		$	130,500		$	116,000		$	75,221		$	215,397(10)		$	833,810
		2022		$	283,689		$	67,200		$	50,550		$	2,965(11)		$	201,493(12)		$	605,897
Laurie A. Laub Executive Vice President/Chief Credit Officer of the Bank		2024		$	321,573		$	137,452		$	124,800		$	151,698		$	107,724(13)		$	843,247
		2023		$	309,231		$	131,250		$	120,000		$	169,166		$	91,548(14)		$	821,195
Brett D. Fulk Executive Vice President/Chief Strategy Officer of ACNB Bank		2024		$	319,604		$	121,054		$	126,000		$	74,272		$	43,667(15)		$	684,597

(1)

The amount shown was deposited for a cash purchase of Corporation stock through the Corporation’s Dividend Reinvestment and Stock Purchase Plan and was issued as restricted stock grants pursuant to the ACNB Bank Variable Compensation Plan under the Corporation’s 2018 Omnibus Stock Incentive Plan.

(2)

The amounts shown represent the aggregate actuarial increase in the present value of the Named Executive Officer’s benefits under the pension plan and retirement income agreements.

(3)

Also serves as President & Chief Executive Officer of ACNB Bank and Chairman of the Board of ACNB Insurance Services, Inc.

(4)

Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under his SERP of $147,299; [and,] imputed income of $1,306 related to supplemental life insurance.

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(5)

Includes 401(k) plan employer matching contribution of $13,200; deferred compensation accruals under his SERP of $122,539; imputed income of $1,154 related to supplemental life insurance; and, personal use of company car of $3,851.

(6)

Mr. Helt has accrued benefits under our defined benefit pension plan. The year-over-year change in actuarial present value of his accrued benefits was negative $90,722 for 2022. Since this amount is negative, it is not included in the table pursuant to applicable SEC rules and regulations.

(7)

Includes 401(k) plan employer matching contribution of $12,200; deferred compensation accruals under his SERP of $69,646; imputed income of $1,037 related to supplemental life insurance; and, personal use of company car of $3,014.

(8)

Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under his SERP of $12,463; and, imputed income of $492 related to supplemental life insurance.

(9)

Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under his SERP of $101,299; deferred compensation contributions to SERP of $100,000; and, imputed income of $1,207 related to supplemental life insurance.

(10)

Includes 401(k) plan employer matching contribution of $13,200; deferred compensation accruals under his SERP of $101,145; deferred compensation contributions to his SERP of $100,000; and, imputed income of $1,052 related to supplemental life insurance.

(11)

Mr. Seibel has accrued benefits under our defined benefit pension plan. The year-over-year change in actuarial present value of his accrued benefits was negative $56,687 for 2022. Since this amount is negative it is not included in the table pursuant to applicable SEC rules and regulations.

(12)

Includes 401(k) plan employer matching contribution of $12,200; deferred compensation accruals under his SERP of $100,493; deferred compensation contributions to his SERP of $100,000; and, imputed income of $951 related to supplemental life insurance.

(13)

Includes 401(k) plan employer matching contribution of $13,800; deferred compensation accruals under her SERP of $93,124; and imputed income of $800 related to supplemental life insurance.

(14)

Includes 401(k) plan employer matching contribution of $13,200; deferred compensation accruals under her SERP of $77,637; and, imputed income of $711 related to supplemental life insurance.

(15)

Includes deferred compensation accruals under his SERP of $43,667.

Employment Agreements

The Corporation and/or ACNB Bank has entered into employment agreements with each of the Named Executive Officers. Under the employment agreements, the Named Executive Officers are eligible for bonuses, paid time off, participation in employee benefit plans, and reimbursement of business expenses. The initial terms of each employment agreement is three (3) years which automatically extend for an additional one (1) year period on each annual anniversary date of the employment agreement, unless notice is given one hundred eighty (180) days prior to the anniversary date, so that on each anniversary date, if notice had not been previously given, the term shall continue for three (3) years.

Each employment agreement automatically terminates if the executive is terminated for “Cause”, as defined in each employment agreement, or if the executive voluntarily terminates employment and all rights under the employment agreement will terminate except for the arbitration clause.

Each employment agreement automatically terminates if the executive terminates their employment for “Good Reason”, as defined in each employment agreement. Under the employment agreements for Messrs. Helt and Seibel and Ms. Laub, if the employment agreement is terminated for “Good Reason”, then the executive would receive 2.99 times the executive’s agreed compensation and benefits for two (2) years. Under the employment agreement for Mr. Weber, if the employment agreement is terminated for “Good Reason”, then the executive would receive 2.0 times the executive’s agreed compensation and benefits for two (2) years. Under the employment agreement for Mr. Fulk, if the employment agreement is terminated for “Good Reason”, then the executive would receive his remaining base salary not to exceed 2.99 times or be less than least 2.0 times the executive’s agreed compensation and benefits for two (2) years.

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Each employment agreement automatically terminates upon the executive’s disability, as defined in each employment agreement, and the executive will receive employee benefits and 75% of their compensation until (a) they return to work, (b) reach age sixty-five (65), (c) die, or (d) the employment period under the agreement ends.

If the executive’s employment is terminated either involuntarily or voluntary, under certain circumstances as set forth in each employment agreement, following a “Change in Control”, as defined in each employment agreement, each executive is entitled to a lump sum payment and continued benefits for two (2) years. Under the employment agreements for Messrs. Helt and Seibel and Ms. Laub, each executive would receive 2.99 times the executive’s agreed compensation. Under the employment agreement for Mr. Weber, he would receive 2.0 times his agreed compensation. Under the employment agreement for Mr. Fulk, he would receive his remaining base salary not to exceed 2.99 times or be less than least 2.0 times the executive’s agreed compensation and benefits for two (2) years. Messrs. Helt, Weber and Seibel and Ms. Laub would receive limited grossed-up payments, if necessary.

Each employment agreement contains restrictive covenants precluding the executives from engaging in competitive activities in a certain area and provisions preventing the Executives from disclosing proprietary information about the Corporation and ACNB Bank.

Equity Compensation

In 2018, the Corporation’s shareholders approved the ACNB Corporation 2018 Omnibus Stock Incentive Plan, which allows the Corporation to grant up to 400,000 restricted shares of ACNB Corporation common stock under the plan. Awards that may be granted under the 2018 Omnibus Stock Incentive Plan include stock options (including qualified stock options and non-qualified stock options), stock appreciation rights (“SARs”), stock awards, restricted stock, stock units and restricted stock units (“RSUs”), performance awards, and director compensation. All awards and the terms and conditions of such awards will be set forth in a written agreement.

On March 15, 2024, based on the results of the Variable Compensation Plan described in the Compensation Discussion and Analysis—2024 Equity Award for 2023 performance, the Corporation granted a total of 22,721.655328 restricted shares to the Named Executive Officers employed by ACNB Bank. Subject to earlier forfeiture or accelerated vesting, the restricted shares vest as follows: one-third (1∕3) of the restricted shares 100% vested on the grant date, with the next one-third (1∕3) of the restricted shares 100% vested as of January 1, 2025, and the final one-third (1∕3) of the restricted shares 100% vest as of January 1, 2026.

The following table is a summary of the equity awards granted to the Named Executive Officers during 2024.

2024 Grants of Plan-Based Awards

Name	Grant Date	Number of Shares of Stock (#)		Grant Date Fair Value of Stock Awards
James P. Helt	March 15, 2024		8,511.904762		$	300,300
Jason H. Weber	March 15, 2024		3,714.285714		$	131,040
Douglas A. Seibel	March 15, 2024		3,386.621315		$	119,480
Laurie A. Laub	March 15, 2024		3,537.414966		$	124,800
Brett D. Fulk	March 15, 2024		3,571.428571		$	126,000

The following table is a summary of the outstanding equity awards at December 31, 2024.

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Outstanding Equity Awards at Fiscal Year-End

Named Executive Officer	Number of Shares that Have Not Vested (#)		Market Value of Shares that Have Not Vested ($)(1)
James P. Helt		8,690.426456(2)		$	344,619
Jason H. Weber		3792.186089(3)		$	150,379
Brett D. Fulk		2380.952381(4)		$	94,417
Laurie A. Laub		3611.605800(5)		$	143,218
Douglas A. Seibel		3469.299060(6)		$	137,575

(1)

Value represents the number of shares that have not vested multiplied by $39.655, the average of the closing bid and ask prices for ACNB Corporation common stock on December 31, 2024.

(2)

5,835.12487 shares vested on January 1, 2025, and 2,837.301587 shares vest January 1, 2026.

(3)

2,554.090851 shares vested on January 1, 2025, and 1,238.095238 shares vest January 1, 2026.

(4)

1,190.476190 shares vested on January 1, 2025, and 1,190.476190 shares vest January 1, 2026.

(5)

2,432.467477 shares vested on January 1, 2025, and 1,179.138321 shares vest January 1, 2026.

(6)

2,340.425289 shares vested on January 1, 2025, and 1,128.873771 shares vest January 1, 2026.

Supplemental Life Insurance Plans

In January 2001, ACNB Bank implemented a supplemental life insurance plan for certain officers, including certain of the Named Executive Officers, of the Bank to provide death benefits for each officer’s designated beneficiaries, which was amended and restated in December 2014 and amended on November 2023 (“2014 Life Insurance Plan”). Beneficiaries designated by an officer are entitled to a split-dollar share of the death proceeds from the life insurance policies on each officer equal to the lesser of two (2) times the officer’s base annual salary or the maximum dollar amount of the participant’s interest in the policy based upon the vesting schedule attached to his or her split-dollar policy endorsement. The plan is unsecured and unfunded, and there are no plan assets. The Bank has purchased single premium bank-owned life insurance (BOLI) policies on the lives of the officers and intends to use income from the BOLI policies to offset the plan benefit expenses. The NEOs with benefits under the 2014 Life Insurance Plan are Mr. Helt, Ms. Laub, and Mr. Seibel.

Effective November 1, 2023, the Bank implemented the 2023 Executive Supplemental Life Insurance Plan (“2023 Life Insurance Plan”). The 2023 Life Insurance Plan is generally comparable to the 2014 Life Insurance Plan, with split-dollar share of the death proceeds from the life insurance policies on each officer equal to the lesser of two (2) times the officer’s base annual salary or the maximum dollar amount of the participant’s interest in the policy based upon the vesting schedule attached to his or her split-dollar policy endorsement; however, subject to acceleration of vesting due to certain events, benefits under the 2023 Life Insurance Plan vest over a period of five (5) years. The NEO with benefits under the 2023 Life Insurance Plan is Mr. Weber.

Group Term Life Insurance Plan

ACNB Bank maintains a group term life insurance plan. All full-time Bank employees are eligible to participate in the plan. For 2024, the insurance benefit for employees was calculated as two (2) times base salary, with a maximum of $250,000.

Long-Term Care Insurance

ACNB Bank provides long-term care insurance to certain officers including the Named Executive Officers. The insurance provides a monthly benefit for long-term care needs.

TABLE OF CONTENTS

401(k) Plan

ACNB Bank maintains a defined contribution profit-sharing 401(k) plan. ACNB Bank is the plan sponsor and plan administrator. The plan is subject to certain laws and regulations under the Internal Revenue Code, and participants are entitled to certain rights and protection under the Employee Retirement Income Security Act of 1974.

An employee is eligible to participate in the plan after working for six (6) months and attaining the age of twenty (20) years and six (6) months. An eligible employee is automatically enrolled in the 401(k) plan, and the Bank will automatically withhold 6% of the employee’s wages unless otherwise directed. ACNB Bank matches a percentage of the employee’s contribution. In 2024, ACNB Bank’s contribution equaled 100% of the employee’s contribution up to 3% of earned compensation plus 50% of the next 2% of earned compensation. ACNB Bank adopted a “safe harbor” provision for its 401(k) plan, which vests eligible contributions immediately upon entering the plan for both employer and employee contributions.

Defined Benefit Plan

Employees of ACNB Bank hired on or before March 31, 2012, are covered under the Bank’s Group Pension Plan for Employees provided that they meet the eligibility criteria of the plan. The plan is a defined benefit pension plan under the Employee Retirement Income Security Act of 1974. The plan was restated November 1, 1998, effective January 1, 1999, and subsequently amended effective November 1, 2000, January 1, 2010, and April 1, 2012. ACNB Bank is the plan sponsor and plan administrator.

Amounts are set aside each year to fund the plan on the basis of actuarial calculations. The amount of contribution to a defined benefit pension plan on behalf of a specific employee cannot be separately or individually calculated. ACNB Bank made no contributions to the plan in 2024, as the plan is considered to be well funded.

SEC Form DEF 14A filed by ACNB Corporation