Orrstown Financial Services (ORRF) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 5, 2026, to be held virtually, with shareholders voting on director elections, executive compensation, and auditor ratification.

• Board recommends voting FOR all director nominees, executive compensation, and auditor ratification.

• Shareholder engagement remains a priority, with extensive outreach and feedback incorporated into compensation decisions.

Voting matters and shareholder proposals

• Shareholders will elect four Class A directors for three-year terms, approve a non-binding advisory vote on executive compensation (Say-on-Pay), and ratify Crowe LLP as the independent auditor for 2026.

• Board recommends FOR all proposals; majority of votes cast is required for approval.

• Shareholder proposals for the 2027 meeting must be submitted by November 27, 2026.

Board of directors and corporate governance

• Board consists of 13 members divided into three classes with staggered three-year terms.

• 92% of directors are independent under NASDAQ rules; leadership includes an independent Chairman.

• Committees include Audit, Compensation, Nominating and Governance, Enterprise Risk Management, and Asset-Liability Management.

• Annual board and committee self-assessments are conducted to improve effectiveness.