DEF 14A of Univest Financial Corp
Filed Mar 14, 2025 · FY20240000102212-25-000009
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS The person named in the accompanying proxy card intends to vote to elect as Directors the nominees listed below, unless authority to vote for Directors is withheld in the proxy card. The Corporation's Board is presently comprised of twelve directors elected for terms of three years, approximately one-third of whom stand for election each year. The leadership of our Board is comprised of: (i) our Chairman (who also serves as our President and Chief Executive Officer ("CEO")), (ii) our Lead Independent Director, Joseph P. Beebe, and (iii) our committee chairs. The Board has established the number of Class II Directors at four, each of which will be elected for a three-year term expiring in 2028. The Nominating and Governance Committee has recommended the slate of nominees listed below for election. All nominees have indicated that they are willing to serve as Directors, but if any of them should decline or be unable to serve, the person named in the proxy card will vote for the election of such other person or persons as may be designated by the Board, unless the Board reduces the number of Directors in accordance with the Corporation's Bylaws (the "Bylaws"). Univest strives to maintain a diverse Board of Directors, reflective of the communities we serve. The biographies of each of the nominees and continuing members of the Board are set forth below. The biographies contain information regarding the person’s business experience and certain other experiences, qualifications, attributes or skills. The nominees and continuing members of the Board have a diversity of experience and a wide variety of backgrounds, skills and qualifications that strengthen their ability to provide oversight. As described in the following biographies, the majority of directors also have specific experience in environmental, social and governance ("ESG") issues and oversight. All nominees are currently Directors and dates indicating the first year that an individual became a Director refer to the initial year as a Director or Alternate Director of the Corporation or the Bank.
Class II Directors (to be elected for a three-year term expiring at the 2028 Annual Meeting of Shareholders)
Class II Directors (to be elected for a three-year term expiring at the 2028 Annual Meeting of Shareholders)
Class III Directors (each continuing for a three-year term expiring at the 2026 Annual Meeting of Shareholders)
Class III Directors (each continuing for a three-year term expiring at the 2026 Annual Meeting of Shareholders)
Joseph P. Beebe
Joseph P. Beebe
Director Since: 2021
Director Since: 2021 Joseph P. Beebe currently serves as Lead Independent Director of the Board, a position he assumed in 2024. He retired in 2020 as Managing Director and Co-Head of the Insurance and Asset Management Investment Banking Group of Keefe, Bruyette & Woods, a Stifel Company. He previously held management positions at Fox-Pitt Kelton, Inc. and Midlantic Corporation. Mr. Beebe is currently a member of the President's Advisory Council as well as the Institute for Innovation and Entrepreneurship Advisory Council at Villanova University. Mr. Beebe previously served as an Advisory Board Member of Patriot Financial Partners LP. He also serves on a number of non-profit boards. Mr. Beebe holds a Bachelor of Arts Degree in Economics from Villanova University and an MBA with a concentration in Finance from Pace University. Mr. Beebe brings extensive experience advising insurance companies, asset managers, banks and related financial institutions on corporate strategy, mergers, acquisitions, divestitures, capital raising and governance issues.
Natalye Paquin
Natalye Paquin Natalye Paquin has served as the Chief Operating Officer of The Rockefeller Foundation since 2022, overseeing the global organization's Employee Services, Human Resources, Information Technology, Innovation, Finance, and Legal teams as well as its workforce at offices in the United States, Italy, Asia and Africa. Ms. Paquin previously served as the President and Chief Executive Officer of Points of Light Foundation from 2017 to 2022, a global organization that supports non-profits, corporations, and individuals focused on volunteerism and social good. Ms. Paquin also currently serves on the Board of Directors for Bloomerang, which develops community-focused non-profit donor management software. Ms. Paquin spent more than 15 years of her career as a lawyer in the private and education sectors before joining the non-profit space as an executive. From 2006 to 2016, Ms. Paquin was an Independent Director of National Penn Bancshares, Inc. From 2010 to 2015, Ms. Paquin served as Chief Executive Officer of the Girl Scouts of Eastern Pennsylvania. Additionally, Ms. Paquin has served on the boards of numerous non-profit organizations focused on ESG issues and corporate social responsibility matters and her work with non-profit organizations within the local, national and international economies provides significant leadership and management experience.
Anne Vazquez
Anne Vazquez
Director Since: 2023
Director Since: 2023
Age: 44
Age: 44 Anne Vazquez is currently a General Partner at NewSpring Capital, LLC and NewSpring Mezzanine Capital. NewSpring Capital LLC partners with high-performing companies in the lower middle market in dynamic industries to catalyze new growth and seize compelling opportunities. Ms. Vazquez has served NewSpring Capital, LLC since 2008, including investing in and serving on the board of various portfolio companies. Ms. Vazquez was previously a Senior Analyst on the Financial Analysis Compliance Team for a private equity and global asset management firm. Ms. Vazquez also held various positions for KPMG, LLP, including Senior Associate in the Assurance Practice. Ms. Vazquez currently serves on the Board of Holy Child School at Rosemont and Association of Corporate Growth Philadelphia Chapter. Ms. Vazquez previously served on the Board of Trustees for Notre Dame Academy de Namur as Chair of the Board. Ms. Vazquez holds a Masters of Accounting Degree from Villanova University and a Bachelor's of Science Degree from the University of Rhode Island. Ms. Vazquez provides over 20 years of experience in underwriting, investing in, managing and growing mid-market companies.
Robert C. Wonderling
Robert C. Wonderling
Director Since: 2018
Director Since: 2018 Robert C. Wonderling has served since 2022 as the Executive Director of the American Bible Society's Faith and Liberty Initiative, the museum operated by the American Bible Society on Independence Mall in Philadelphia, Pennsylvania. Mr. Wonderling served as President and Chief Executive Officer of the Chamber of Commerce for Greater Philadelphia from 2009 to 2022, a business advocacy organization of member companies that promotes growth and economic development in the 11-county Greater Philadelphia region, leading the Chamber’s Diversity, Equity and Inclusion initiatives. In recognition of his leadership, Mr. Wonderling was recognized in 2017 with the Anti-Defamation League's Americanism Award. From 2002 to 2009, Mr. Wonderling served in the Pennsylvania State Senate, where he served as Chairman of the Communications and Technology Committee and the Transportation Committee. He also served in the executive branch of state government administration as Deputy Secretary of Transportation. Additionally, Mr. Wonderling serves on the boards of numerous businesses and non-profit organizations within the Philadelphia region. Mr. Wonderling previously served as Chairman of the Board of Trustees at Ursinus College. In addition to his public service, Mr. Wonderling worked for Lehigh Valley-based Air Products & Chemicals, Inc. He also served as an Executive Officer for Bentley Systems, Inc. (NASDAQ: BSY), a software company in Exton, Pennsylvania. Mr. Wonderling provides extensive business and governance experience within the Corporation's geographic region.
Class I Directors (each continuing for a three-year term expiring at the 2027 Annual Meeting of Shareholders)
Class I Directors (each continuing for a three-year term expiring at the 2027 Annual Meeting of Shareholders)
Executive Compensation Components
| | What we do: | | What we don't do: | | ✓ | Align short- and long-term incentive plan targets with business goals and shareholder interests | ✓ | Provide excise tax gross-up payments | | ✓ | Conduct an annual say on pay advisory vote | ✓ | Reward executives for taking excessive, inappropriate or unnecessary risks | | ✓ | Retain an independent compensation consultant to advise our Compensation Committee | ✓ | Allow repricing or backdating of equity awards | | ✓ | Use performance metrics that compare our performance to external benchmarks | ✓ | Spring-load equity awards | | ✓ | Maintain an insider trading policy | ✓ | Provide guaranteed salary increases or guaranteed bonuses | | ✓ | Maintain a clawback policy that applies to NEOs | ✓ | Award incentives for below-threshold performance | | ✓ | Maintain a stock ownership policy for executive officers | ✓ | Pay dividends on unearned or unvested equity awards | | ✓ | Reevaluate and update the composition of our peer group regularly | ✓ | Have single trigger vesting on our equity-based compensation awards or in our change in control agreements |
EXECUTIVE COMPENSATION AT A GLANCE
| | Target Compensation | | | | | | | | | | | Long-Term Incentive Plan | | | | | | Executive | Salary ($) | Annual Incentive Plan ($) | Service-Based Restricted Stock Units ($) | Performance-Based Restricted Stock Units ($) | Direct Compensation ($) | Total Variable ($) | Total At-Risk ($) | | Jeffrey M. Schweitzer | 806,000 | 483,600 | 157,204 | 366,711 | 1,813,515 | 1,007,515 | 850,311 | | Brian J. Richardson | 443,000 | 177,200 | 59,854 | 139,541 | 819,595 | 376,595 | 316,741 | | Michael S. Keim | 533,000 | 213,200 | 87,961 | 205,184 | 1,039,345 | 506,345 | 418,384 | | Megan D. Santana | 375,000 | 150,000 | 50,641 | 118,103 | 693,744 | 318,744 | 268,103 | | Patrick C. McCormick | 400,000 | 140,000 | 42,015 | 97,996 | 680,011 | 280,011 | 237,996 | | | Target Pay Mix | | | | | | | | Executive | Salary (%) | Annual Incentive Plan (%) | Service-Based Restricted Stock Units (%) | Performance-Based Restricted Stock Units (%) | Total Long-Term Incentive Plan (%) | Total Variable (%) | Total At-Risk (%) | | Jeffrey M. Schweitzer | 44.4 | 26.7 | 8.7 | 20.2 | 28.9 | 55.6 | 46.9 | | Brian J. Richardson | 54.1 | 21.6 | 7.3 | 17.0 | 24.3 | 45.9 | 38.6 | | Michael S. Keim | 51.3 | 20.5 | 8.5 | 19.7 | 28.2 | 48.7 | 40.2 | | Megan D. Santana | 54.1 | 21.6 | 7.3 | 17.0 | 24.3 | 45.9 | 38.6 | | Patrick C. McCormick | 58.8 | 20.6 | 6.2 | 14.4 | 20.6 | 41.2 | 35.0 |
EXECUTIVE COMPENSATION AT A GLANCE
Salaries: 2024 salary increases for the Named Executive Officers became effective as of January 1, 2024, and ranged from 0.0% to 3.0%. 2024 At-Risk Payout Results: •Annual Incentive was paid at 109.2% of target •Long-term Incentive for the 2022-2024 performance period resulted in equity awards vesting at 105.4% of target
COMPENSATION CONSULTANT AND PEER GROUP
COMPENSATION CONSULTANT AND PEER GROUP The Compensation Committee considers the decision-making responsibilities, experience, work performance, achievement of key goals, and team-building skills of each position as the most important factors in its annual reviews. To help quantify these measures, the Compensation Committee has enlisted the assistance of an independent compensation consultant. The Compensation Committee engaged McLagan, a part of the Human Capital Solutions practice of Aon plc, to assist it in reviewing its executive and director compensation programs for 2024. McLagan is an independent compensation consulting firm that reports directly to the Compensation Committee. The analysis provided by McLagan for 2024 includes, but is not limited to, an assessment of the Univest executive and director compensation programs compared to its peers, development of total cash compensation opportunities (base salary and cash incentives) and a review of the Corporation's short- and long-term incentive arrangements (cash and equity). The analysis provides the Compensation Committee with a broad array of information from which to assess the effectiveness of our compensation programs and serves as a foundation for future compensation decisions. The Compensation Committee considered the independence of McLagan in light of SEC rules and NASDAQ listing standards. The Compensation Committee requested and received a report from McLagan addressing its independence, including the following factors: (i) other services provided to us by McLagan; (ii) fees paid by us as a percentage of Aon's total revenue; (iii) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the consultants and members of the Compensation Committee; (v) any Corporation stock owned by the consultants; and (vi) any business or personal relationships between our Named Executive Officers and the consultants. The Compensation Committee discussed other considerations and concluded that the work performed by McLagan did not raise any conflict of interest. In determining compensation for our Named Executive Officers, the Compensation Committee uses market information from a peer group. The Compensation Committee engaged McLagan in mid-2023 to identify a peer group of comparable financial institutions and provide the market information for that peer group that the Compensation Committee would use in making decisions with respect to the compensation for our Named Executive Officers for 2024. The Corporation's 2024 peer group was developed based on a balanced assessment across a range of criteria, including total revenue, asset size, business model, and geographic location. The resulting 2024 peer group consisted of the following 21 financial institutions, which was unchanged from the peer group that was adopted in the prior year:
COMPENSATION CONSULTANT AND PEER GROUP
| 1st Source Corp. | Park National Corp. | | Berkshire Hills Bancorp, Inc. | Peapack-Gladstone Financial Corp. | | Community Trust Bancorp, Inc. | Peoples Bancorp, Inc. | | Financial Institutions, Inc. | QCR Holdings, Inc. | | First Busey Corp. | S&T Bancorp, Inc. | | First Commonwealth Financial | Sandy Spring Bancorp, Inc. | | First Mid Bancshares, Inc. | Stock Yards Bancorp, Inc. | | German American Bancorp, Inc. | Tompkins Financial Corporation | | Lakeland Financial Corp. | Washington Trust Bancorp, Inc. | | Midland States Bancorp, Inc. | WSFS Financial Corp. | | NBT Bancorp, Inc. | |
BASE SALARY COMPENSATION FOR 2024
BASE SALARY COMPENSATION FOR 2024 The Compensation Committee annually examines market compensation levels and trends observed in the labor market. For its purposes, the Compensation Committee has defined the labor market as the pool of executive officers who are currently employed in similar positions at the companies within our Peer Group similar to the Corporation in both size (primarily on the basis of total revenue) and scope of operation, with special emphasis placed on salaries paid by companies in the banking industry. Market information is used as a frame of reference for annual salary adjustments and starting salaries. Base salaries are determined by considering the experience, performance, and responsibilities of the individual Named Executive Officer, and in alignment with our Compensation Philosophy, are competitive with the median (50th percentile) of our peer group. Base salaries are generally adjusted annually and are in effect for the period January 1 through December 31. Below outlines the increases in base salary compensation for 2024 approved by the Compensation Committee (and by the Board of Directors for CEO Jeffrey M. Schweitzer):
ANNUAL INCENTIVES
ANNUAL INCENTIVES The Corporation maintains a non-equity annual incentive plan to encourage the Named Executive Officers to achieve annual financial objectives and to reward them upon such achievement. The weighted financial measures and related targets for the plan are set in the preceding fiscal year by the Compensation Committee. The annual incentive program for Messrs. Schweitzer, Richardson, Keim and McCormick and Ms. Santana consists of cash bonuses based 80% on meeting annual Corporation performance goals (adjusted pre-tax pre-provision income ("adjusted PTPP"), adjusted PTPP return on average equity, adjusted efficiency ratio, non-performing assets to total assets and net charge-offs/average loans and leases) and 20% on individual performance to reinforce the critical focus of our Named Executive Officers on certain annual objectives that have significant impact on our long-term performance strategy. The Compensation Committee selected these metrics as they link compensation to corporate performance with an emphasis on the overall profitability and credit quality of the Corporation. The payout under the Annual Incentive Compensation Plan occurs during March following the performance year. The Annual Incentive Compensation Plan provided for payouts based on actual results compared to target as detailed in the table below. The first three columns of the table provide the annual incentive payout target range for the Named Executive Officer, as a percentage of base salary, based on performance as compared to target. The fourth column of the table provides the annual incentive payout for each of the Named Executive Officers at 100% of their target. The fifth and sixth columns of the table provide the actual incentive award paid for 2024 as a percentage of base salary and actual dollar amount. The 2024 payout was interpolated based on actual results compared to threshold, target and optimum.
ANNUAL INCENTIVES
| Executive | Threshold (Paid at 40% of Target) | Target Achieve 100% of Target | Optimum (Paid at 150% of Target ) | Target Award ($) | Actual Award (%) of Base Salary | Actual Award ($) | | Jeffrey M. Schweitzer | 24.0% | 60.0% | 90.0% | 483,600 | 65.5% | 528,061 | | Brian J. Richardson | 16.0% | 40.0% | 60.0% | 177,200 | 43.7% | 193,492 | | Michael S. Keim | 16.0% | 40.0% | 60.0% | 213,200 | 43.7% | 232,801 | | Megan D. Santana | 16.0% | 40.0% | 60.0% | 150,000 | 43.7% | 163,791 | | Patrick C. McCormick | 14.0% | 35.0% | 52.5% | 140,000 | 38.2% | 152,871 |
ANNUAL INCENTIVES
Before the start of 2024, the Committee set target performance for the financial goals at levels it considered challenging with a reasonable likelihood of being achieved and that represented strong levels of performance based on the Corporation's business outlook, estimated general economic conditions, and our budget for 2024, which was approved by the Board in December 2023. Optimum levels were established at levels so that such amount would be earned only if the Corporation's actual performance significantly exceeded forecasted performance. The Corporation's financial targets set by the Compensation Committee for 2024 along with the actual results for the Annual Incentive Compensation component of executive compensation were as follows:
ANNUAL INCENTIVES
| Performance Metric | Goal Weight (1) | Threshold | Target (Plan) | Optimum | Actual | Achievement (% of Target) | Weighted Corporate Performance Award (% of Target) | | Adjusted PTPP (2) (3) | 25.0% | $77,016 | $96,270 | $115,524 | $97,627 | 103.5% | 32.4% | | Adjusted PTPP Return on Average Equity (2) (3) | 15.0% | 9.20% | 11.50% | 13.80% | 11.38% | 96.9% | 18.2% | | Adjusted Efficiency Ratio (2) (3) | 15.0% | 70.2% | 67.7% | 65.2% | 66.5% | 124.5% | 23.3% | | Relative NPAs to Total Assets (4) | 15.0% | 0.68% | 0.43% | 0.18% | 0.45% | 97.2% | 18.2% | | Relative Net Charge-offs/Average Loans and Leases (5) | 10.0% | 0.24% | 0.16% | 0.08% | 0.06% | 155.3% | 19.4% | | Total Corporate Performance | 80.0% | | | | | | 111.5% |
ANNUAL INCENTIVES
(1) Represents percentage of individual's total target incentive compensation award. (2) Adjusted to exclude the income statement impact of the sale of mortgage servicing rights in the first quarter of 2024 and BOLI death benefit claims received in 2024. These adjustments were approved by the Compensation Committee as they were not considered when the original Target (Plan) was established in December 2023. (3) Threshold and Target for Adjusted PTPP, Adjusted PTPP Return on Average Equity and Adjusted Efficiency Ratio for 2024 were established lower than 2023 actuals due to certain factors, including the projected interest rate environment and deposit competition. (4) Performance for the NPAs to Total Assets metric is measured relative to a peer group of Mid-Atlantic banks with total assets between $5 billion and $30 billion. The Target (Plan) performance level shown in the table above reflects the median of the peer group, while Threshold and Optimum are set equal to 25 basis points above and below this Target (Plan) level, respectively. Peer group and the Corporation's data are measured as of September 30, 2024. (5) Performance for the Net Charge-offs/Average Loans and Leases metric is measured relative to a peer group of Mid-Atlantic banks with total assets between $5 billion and $30 billion. The Target (Plan) performance level shown in the table above reflects the average of the peer group, while Threshold and Optimum are set equal to 50% below and above this Target (Plan) level, respectively. Peer group and the Corporation's data are measured for the twelve-month period ended September 30, 2024. The individual performance component is recommended by the Chief Executive Officer or the Compensation Committee, as applicable. When considering the recommendations, the Compensation Committee considers the individual's contribution to achievement of strategic initiatives critical to the Corporation's performance for the applicable fiscal year and beyond. For 2024, the Compensation Committee determined the individual performance component for Messrs. Schweitzer, Richardson, Keim and McCormick and Ms. Santana should be paid out at Target. As a result of corporate performance (paid out at 111.5% of the original payout target) and the individual performance component, an aggregate cash bonus was paid to each Named Executive Officers at 109.2% of the targeted payout level for 2024.
LONG-TERM INCENTIVES
LONG-TERM INCENTIVES
Stock-Based Compensation
Stock-Based Compensation The long-term incentive program consists of service-based restricted stock awards and units and performance-based restricted stock awards and units that vest based on the Corporation's performance compared to its selected peers and internally developed earnings per share targets. The purpose of the program is to further align management's interests with those of our shareholders, promote employee retention and also to ensure management focuses on the long-term stability and performance of the Corporation. On April 26, 2023, the Univest Financial Corporation 2023 Equity Incentive Plan (the "2023 Equity Incentive Plan") was approved by shareholders at the Corporation's annual meeting. The purpose of the 2023 Equity Incentive Plan is to enable employees and non-employee Directors of the Corporation to: (i) own shares of stock in the Corporation; (ii) participate in the shareholder value which has been created; and (iii) have a mutuality of interest with other shareholders. The 2023 Equity Incentive Plan enables the Corporation to attract, retain and motivate key employees. At the time of an award grant, the Compensation Committee will determine the type of award to be made and the specific conditions upon which an award will be granted (i.e. term, vesting, performance criteria, etc.) consistent with the terms of the 2023 Equity Incentive Plan.
2024 Equity Grants
2024 Equity Grants Long-term incentive compensation consists of a combination of performance-based restricted stock units and service-based restricted stock units; 70% of the targeted fair value of the awards is performance-based restricted stock units and 30% of the targeted fair value is service-based restricted stock units. This split reflects an emphasis on long-term performance-based metrics that drive shareholder value. Performance-based restricted stock units were granted on March 15, 2024 based on the Target level of performance as detailed below. The performance-based restricted stock units will vest on March 15, 2027, subject to the Named Executive Officers' continued employment and provided certain performance metrics are met based on the Corporation's performance compared to (i) the S&P United States SmallCap Banks (Industry Group) Index ("Select Peer Group") with respect to three-year average adjusted PTPP-NCO ROAA and (ii) the three-year adjusted PTPP-NCO target as set in the Corporation's strategic plan. No vesting will occur if the three-year average PTPP-NCO ROAA is less than 50 basis points, adjusted for one-time non-recurring gains and losses (e.g., merger charges, restructuring costs, BOLI gains, etc). The Compensation Committee selected these metrics as they link compensation to corporate performance with an emphasis of the overall profitability and credit quality of the Corporation. Service-based restricted stock units were granted on March 15, 2024 and vest in three equal annual installments beginning on the first anniversary of the date of the grant, subject to the Named Executive Officers' continued employment. The following table shows the vesting of performance-based awards with more shares vesting if performance exceeds the target level of performance and fewer shares vesting if performance is short of the target level of performance. The target level of performance is defined as ranking in the 50th percentile of PTPP-NCO ROAA performance compared to its Select Peer Group and achieving a targeted cumulative 2024 to 202 PTPP-NCO adjusted for one-time non-recurring gains and losses (e.g. merger charges, restructuring costs, BOLI gains, etc.) both weighted at 50%. The targeted performance level for adjusted PTPP-NCO is aligned with the Corporation's targeted strategic and operating plan for the three-year performance period.
2024 Equity Grants
| Amount of Shares Vesting | 50% of Target (Threshold) | Target | 150% of Target (Optimum) | | Adjusted PTPP-NCO ROAA | 35th Percentile | 50th Percentile | 75th Percentile | | Adjusted PTPP-NCO | 80% of Target | Target | 120% of Target |
2024 Equity Grants
On March 15, 2024, the Compensation Committee approved the following grants of performance-based restricted stock units to the Named Executive Officers:
2024 Equity Grants
| | Number of Units | | | Grant Date Fair Value ($) (a) | | | | Executive | Threshold | Target | Optimum | Threshold | Target | Optimum | | Jeffrey M. Schweitzer | 9,374 | 18,748 | 28,122 | 183,355 | 366,711 | 550,066 | | Brian J. Richardson | 3,567 | 7,134 | 10,701 | 69,771 | 139,541 | 209,312 | | Michael S. Keim | 5,245 | 10,490 | 15,735 | 102,592 | 205,184 | 307,777 | | Megan D. Santana | 3,019 | 6,038 | 9,057 | 59,052 | 118,103 | 177,155 | | Patrick C. McCormick | 2,505 | 5,010 | 7,515 | 48,998 | 97,996 | 146,993 |
2024 Equity Grants
(a) Based on the closing price of the Common Stock of $19.56 on the date of grant. The granting of service-based restricted stock units is at the discretion of the Compensation Committee and is not contingent on the achievement of annual targets described under "Annual Incentives." On March 15, 2024, the Compensation Committee approved the granting of service-based restricted stock units to the following Named Executive Officers:
2024 Equity Grants
| Executive | Service-Based Restricted Stock Units Granted (a) | Grant Date Fair Value ($) (b) | | Jeffrey M. Schweitzer | 8,037 | 157,204 | | Brian J. Richardson | 3,060 | 59,854 | | Michael S. Keim | 4,497 | 87,961 | | Megan D. Santana | 2,589 | 50,641 | | Patrick C. McCormick | 2,148 | 42,015 |
2024 Equity Grants
(a) The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant. (b) Based on the closing price of the Common Stock of $19.56 on the date of grant.
Vesting of 2022 Performance-Based Restricted Stock Units
Vesting of 2022 Performance-Based Restricted Stock Units During 2022, the Corporation granted its Named Executive Officers performance-based restricted stock units as detailed in the following chart.
Vesting of 2022 Performance-Based Restricted Stock Units
| Executive | # of Target Units Granted | | Jeffrey M. Schweitzer | 11,538 | | Brian J. Richardson | 4,578 | | Michael S. Keim | 6,202 | | Megan D. Santana | 3,908 | | Patrick C. McCormick (1) | — |
Vesting of 2022 Performance-Based Restricted Stock Units
(1) Mr. McCormick was not an employee of the Corporation at the time of this grant. The 2022 performance-based restricted stock units will settle on March 15, 2025 based on the Corporation's performance during the three-year performance period compared to (i) the Select Peer Group with respect to the three-year average adjusted PTPP-NCO ROAA and (ii) an internally determined cumulative adjusted PTPP-NCO target for the three years ended December 31, 2024, as determined at the date of the grant which was approved by the Compensation Committee. Each criteria is equally weighted at 50% of the vesting.
Vesting of 2022 Performance-Based Restricted Stock Units
| Amount of Shares Vesting | 50% of Target (Threshold) | Target | 150% of Target (Optimum) | | Adjusted PTPP-NCO ROAA | 35th Percentile | 50th Percentile | 75th Percentile | | Three Year Cumulative Adjusted PTPP-NCO | $215,394 | $269,242 | $323,091 |
Vesting of 2022 Performance-Based Restricted Stock Units
Actual results for the three-year PTPP-NCO ROAA analysis were adjusted for certain non-recurring items such as the impact of the sale of mortgage servicing rights in the first quarter of 2024, BOLI death benefit claims, and restructuring charges. The adjusted PTPP-NCO ROAA for the three-year period ended December 31, 2024 was 1.32%, which ranked 128th of 234 Peer Banks (that had reported results as of February 7, 2025), or at the 45.5 percentile, which is below the 50th percentile target. This provided for a vest rate of 85.0% of shares for the adjusted PTPP-NCO ROAA test. Actual results for the three-year cumulative PTPP-NCO analysis were adjusted for certain non-recurring items such as Paycheck Protection Program loans, the impact of the sale of mortgage servicing rights in the first quarter of 2024, BOLI death benefit claims, restructuring charges, and incremental expense related to the FDIC assessment rate change in 2023. Adjusted PTPP-NCO for the three years ended December 31, 2024 was $296,953 which was above target and provided for a vest rate of 125.7% of shares for the adjusted PTPP-NCO test. Based on the above analysis, the vest rate for the 2022 performance-based restricted stock was 105.4% and each Executive will receive 105.4% of the target shares identified in the above table.
Dividends on Unvested Equity Awards
Dividends on Unvested Equity Awards Named Executive Officers and non-employee directors have no ownership rights or rights to dividends on unvested equity awards. Dividend equivalents for unvested restricted stock units are accrued by the Corporation over the vesting period and paid out in cash when the underlying shares are issued based on the number of restricted stock units that have vested.
Change In Control Agreements
Change In Control Agreements The Corporation has entered into change in control agreements (the "Agreements") with certain executive officers, including all the Named Executive Officers (each an "Executive"). The terms of the Agreements end on December 31 of the respective year, with automatic one-year renewals thereafter absent notice of non-renewal from any party. In the event a Named Executive Officer's employment is terminated during the term of the Agreement, during the period from nine months prior to or one year after a "change in control," either by the Corporation for a reason other than "cause" (as defined in the Agreements) or by the Executive after the occurrence of certain specified events constituting "good reason" described below, the Corporation will pay the applicable Executive a lump-sum cash payment equal to the sum of (i) two times their highest annual base salary in effect at the time of termination of employment for the current and two preceding calendar years and (ii) two times their average cash bonus paid within the current and two calendar years preceding termination of employment. In addition, the applicable Executive will receive continuation of medical insurance benefits for two years or a cash payment equal to the cost to obtain such benefits. The specified events constituting "good reason" permitting an Executive to terminate employment following a change in control and receive payments and benefits under the Agreement include: (i) material diminution in the Executive's authority, duties or other terms and conditions of employment; (ii) reassignment to a location greater than 25 miles from the Executive's office on the date of the change in control (unless closer to the Executive's residence); (iii) material diminution in the Executive's base salary; (iv) failure to provide the Executive with employee benefits (retirement or pension, life insurance, medical, health and accident insurance, and similar plans) applicable at the time of the change in control; or (v) a material breach of the Agreement. The Agreements contain non-competition and non-solicitation covenants that apply for six months in the event the Executive voluntarily terminates employment during the term of the Agreement (other than a voluntary termination for Good Reason following a Change in Control, as defined in the Agreements). Upon the payment of benefits under the Agreements, the non-competition and non-solicitation covenants apply for a period mutually to be agreed to by the parties, which will be no less than six months nor exceed two years. If any payments and benefits provided to the Executive result in any excess parachute payment under Sections 280G and 4999 of the Internal Revenue Code, after considering the value of the non-competition and non-solicitation covenants, the payments will be reduced if the reduction would leave the Executive financially better off on an after-tax basis than if the Executive received the entire payment and was obligated to pay the excise tax under Section 4999 of the Internal Revenue Code.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following Summary Compensation Table is mandated by SEC rules, contains earned pay and several items that are driven by accounting and actuarial assumptions. Amounts shown under stock awards are determined at grant date fair values, which may be worth more or less when vested. The following table sets forth for the fiscal years ended December 31, 2024, 2023 and 2022, the compensation for the Corporation's and its subsidiaries' principal executive officer, principal financial officer and three next most highly compensated executive officers earned. This table should be read in conjunction with the "Compensation Discussion and Analysis" section of this document and the information that follows the table. These five individuals are referred to throughout this Proxy as the "Named Executive Officers."
SUMMARY COMPENSATION TABLE
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(a) | Non-Equity Incentive Plan Compensation ($) (b) | Change in Pension Value ($) | All Other Compensation ($) (c) | Total ($) | | Jeffrey M. Schweitzer, | 2024 | 806,000 | 523,915 | 528,061 | 31,445 | 28,181 | 1,917,602 | | Chairman, President and Chief Executive Officer of the Corporation and Chairman and Chief Executive Officer of the Bank | 2023 | 806,000 | 523,923 | 250,572 | 23,480 | 26,247 | 1,630,222 | | | 2022 | 775,000 | 465,042 | 576,506 | — | 25,551 | 1,842,099 | | Brian J. Richardson, | 2024 | 443,000 | 199,395 | 193,492 | — | 17,314 | 853,201 | | Senior Executive Vice President and Chief Financial Officer of the Corporation and the Bank | 2023 | 430,000 | 193,517 | 89,120 | — | 16,823 | 729,460 | | | 2022 | 410,000 | 184,493 | 205,411 | — | 15,801 | 815,705 | | Michael S. Keim, | 2024 | 533,000 | 293,146 | 232,801 | 24,107 | 25,933 | 1,108,987 | | Senior Executive Vice President and Chief Operating Officer of the Corporation, President of the Bank | 2023 | 520,000 | 286,020 | 107,773 | 22,061 | 23,847 | 959,701 | | | 2022 | 500,000 | 250,025 | 270,501 | 17,818 | 23,151 | 1,061,495 | | Megan D. Santana, | 2024 | 375,000 | 168,744 | 163,791 | — | 17,265 | 724,800 | | Senior Executive Vice President, General Counsel and Chief Risk Officer of the Corporation and the Bank | 2023 | 365,000 | 164,283 | 75,648 | — | 16,479 | 621,410 | | | 2022 | 350,000 | 157,553 | 175,351 | — | 15,701 | 698,605 | | Patrick C. McCormick, | 2024 | 400,000 | 140,010 | 152,871 | — | 22,386 | 715,267 | | Senior Executive Vice President and Chief Commercial Banking Officer of the Bank | 2023 | 351,875 | 121,638 | 63,812 | — | 21,288 | 558,613 | | | 2022 | 253,125 | 239,850 | 147,952 | — | 8,155 | 649,082 |
SUMMARY COMPENSATION TABLE
(a) The amounts for 2024, 2023 and 2022 reflect the aggregate grant date fair value for both performance-based and service-based restricted stock units granted, computed in accordance with ASC 718 and are based on the Corporation's stock price as of the date of grant, which was $19.56, $24.88 and $28.21 for 2024, 2023 and 2022, respectively. The amounts were calculated assuming that the performance conditions were satisfied at the target level. (b) Awards represent annual cash incentive awards paid in the first quarter of 2025 under our Annual Incentive Compensation Plan based on 2024 performance achievement. For a description of how the amount was determined, see "Compensation Discussion and Analysis - Annual Incentives." (c) Includes Deferred Salary Savings Plan (401(k)) company matching contributions, imputed income on split-dollar life insurance benefit, long-term disability insurance, expense allowances and personal tax preparation services. Includes an expense allowance for Mr. Schweitzer and Mr. Keim of $14,400 and $12,000, respectively, in 2024 for mileage, cell phone allowance and other incidental expenses. The Corporation did not pay for personal tax preparation services in 2024 for Mr. Richardson or Ms. Santana.
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
GRANTS OF PLAN-BASED AWARDS
| Name | Grant Date | Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards (a) | | Estimated Future Payouts Under Equity Incentive Plan Awards (b) | | | All Other Stock Awards: Number of Shares of Stock or Units (#) (c) | Grant Date Fair Value of Stock Awards ($) (d) | | | | Threshold ($) | Target ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jeffrey M. Schweitzer | | | | | | | | | | Annual Incentive Compensation | | 193,440 | 483,600 | | | | | | | | 3/15/2024 | | | 9,374 | 18,748 | 28,122 | | 366,711 | | | 3/15/2024 | | | | | | 8,037 | 157,204 | | Brian J. Richardson | | | | | | | | | | Annual Incentive Compensation | | 70,880 | 177,200 | | | | | | | | 3/15/2024 | | | 3,567 | 7,134 | 10,701 | | 139,541 | | | 3/15/2024 | | | | | | 3,060 | 59,854 | | Michael S. Keim | | | | | | | | | | Annual Incentive Compensation | | 85,280 | 213,200 | | | | | | | | 3/15/2024 | | | 5,245 | 10,490 | 15,735 | | 205,184 | | | 3/15/2024 | | | | | | 4,497 | 87,961 | | Megan D. Santana | | | | | | | | | | Annual Incentive Compensation | | 60,000 | 150,000 | | | | | | | | 3/15/2024 | | | 3,019 | 6,038 | 9,057 | | 118,103 | | | 3/15/2024 | | | | | | 2,589 | 50,641 | | Patrick C. McCormick | | | | | | | | | | Annual Incentive Compensation | | 56,000 | 140,000 | | | | | | | | 3/15/2024 | | | 2,505 | 5,010 | 7,515 | | 97,996 | | | 3/15/2024 | | | | | | 2,148 | 42,015 |
GRANTS OF PLAN-BASED AWARDS
(a)These columns illustrate the possible payouts for each Named Executive Officer under the Annual Incentive Compensation Plan. See "Summary Compensation" and "Compensation Discussion and Analysis - Annual Incentives" of the document for the actual payouts made in 2024. There is no maximum for non-equity incentive plan awards. (b)The number of 2024 performance-based restricted stock units actually received and the vesting of those units will depend on the satisfaction of certain performance criteria over the next three years. Dividends are not paid on the service-based or performance-based restricted stock units until vest date based on the number of units that actually vest. The unvested units granted are not eligible for voting. See "Compensation Discussion and Analysis - Long-Term Incentives - 2024 Equity Grants" for further discussion. (c)The 2024 service-based restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant. (d)Reflects the aggregate grant date fair value for performance-based restricted stock units and service-based restricted stock units granted on March 15, 2024, utilizing $19.56 per share, which equals the Corporation's closing stock price on the date of the grant and, for the performance-based restricted stock units granted on March 15, 2024, assuming performance conditions are satisfied at the target level.
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024
| Name | Option Awards (a) | | | | Stock Awards | | | | | | | Option Award Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | Option Expiration Date | Stock Award Grant Date | Number of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) (b) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (b) | | Jeffrey M. Schweitzer (a) | 1/31/2017 | 12,277 | 28.15 | 1/31/2027 | 3/15/2022 (c) | — | — | 12,156 | 358,724 | | | 3/15/2018 | 13,933 | 28.50 | 3/15/2028 | 3/15/2022 (e) | 1,649 | 48,662 | — | — | | | | | | | 3/15/2023 (d) | — | — | 14,740 | 434,977 | | | | | | | 3/15/2023 (e) | 4,212 | 124,296 | — | — | | | | | | | 3/15/2024 (d) | — | — | 18,748 | 553,253 | | | | | | | 3/15/2024 (e) | 8,037 | 237,172 | — | — | | Brian J. Richardson | 1/31/2017 | 1,500 | 28.15 | 1/31/2027 | 3/15/2022 (c) | — | — | 4,823 | 142,327 | | | 3/15/2018 | 2,090 | 28.50 | 3/15/2028 | 3/15/2022 (e) | 654 | 19,300 | — | — | | | | | | | 3/15/2023 (d) | — | — | 5,444 | 160,652 | | | | | | | 3/15/2023 (e) | 1,556 | 45,918 | — | — | | | | | | | 3/15/2024 (d) | — | — | 7,134 | 210,524 | | | | | | | 3/15/2024 (e) | 3,060 | 90,301 | — | — | | Michael S. Keim (a) | 1/31/2017 | 6,696 | 28.15 | 1/31/2027 | 3/15/2022 (c) | — | — | 6,534 | 192,818 | | | 3/15/2018 | 7,245 | 28.50 | 3/15/2028 | 3/15/2022 (e) | 887 | 26,175 | — | — | | | | | | | 3/15/2023 (d) | — | — | 8,046 | 237,437 | | | | | | | 3/15/2023 (e) | 2,300 | 67,873 | — | — | | | | | | | 3/15/2024 (d) | — | — | 10,490 | 309,560 | | | | | | | 3/15/2024 (e) | 4,497 | 132,706 | — | — | | Megan D. Santana | 1/31/2017 | 2,522 | 28.15 | 1/31/2027 | 3/15/2022 (c) | — | — | 4,117 | 121,493 | | | 3/15/2018 | 2,787 | 28.50 | 3/15/2028 | 3/15/2022 (e) | 559 | 16,496 | — | — | | | | | | | 3/15/2023 (d) | — | — | 4,620 | 136,336 | | | | | | | 3/15/2023 (e) | 1,322 | 39,012 | — | — | | | | | | | 3/15/2024 (d) | — | — | 6,038 | 178,181 | | | | | | | 3/15/2024 (e) | 2,589 | 76,401 | — | — | | Patrick C. McCormick | | | | | 4/04/2022 (e) | 3,000 | 88,530 | — | — | | | | | | | 3/15/2023 (d) | — | — | 3,422 | 100,983 | | | | | | | 3/15/2023 (e) | 978 | 28,861 | — | — | | | | | | | 3/15/2024 (d) | — | — | 5,010 | 147,845 | | | | | | | 3/15/2024 (e) | 2,148 | 63,387 | — | — |
OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024
(a)Includes both non-qualified and incentive stock options. (b)Based on $29.51, the closing price of Univest's Common Stock on December 31, 2024. (c)Performance-based restricted stock units ("PBRSU") vesting based on achievement during the vest period as noted on page 19. (d)PBRSU at target level. (e)Service-based restricted stock units ("SBRSU").
STOCK OPTIONS EXERCISED AND STOCK VESTING TABLE
STOCK OPTIONS EXERCISED AND STOCK VESTING TABLE The following table shows information for the Named Executive Officers concerning the exercise of stock options and the vesting of restricted stock awards during 2024.
STOCK OPTIONS EXERCISED AND STOCK VESTING TABLE
| Name | Options Awards | | Stock Awards (a) | | | | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) (b) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) (c) | | Jeffrey M. Schweitzer | 23,577 | 160,531 | 17,692 | 346,056 | | Brian J. Richardson | — | — | 5,612 | 109,771 | | Michael S. Keim | 9,430 | 74,862 | 9,836 | 192,392 | | Megan D. Santana | — | — | 5,052 | 98,817 | | Patrick C. McCormick | — | — | 3,489 | 68,245 |
STOCK OPTIONS EXERCISED AND STOCK VESTING TABLE
(a) The amounts shown under Stock Awards include the portion of prior year restricted stock units that vested during 2024. (b) "Value Realized on Exercise" is calculated by subtracting the exercise price from the Fair Market Value as of the exercise date multiplied by the number of the options exercised. (c) "Value Realized on Vesting" is based on the closing price of Univest Common Stock on the date of vesting.
PENSION BENEFITS TABLE
PENSION BENEFITS TABLE The Pension Plan is a cash balance pension plan. Benefits under the Pension Plan accrue by crediting participants annually with an amount equal to a percentage of earnings in that year based on years of credited service as defined in the Plan. These benefits are expressed in the form of a hypothetical account balance. Employees hired on or after December 8, 2009 are not eligible to participate in the Pension Plan. As a tax-qualified cash balance pension plan, employer contributions to the Pension Plan are required: no contributions to the Pension Plan are required or permitted by the participants. The normal retirement date under the Pension Plan is the first day of the month coincident with or next following the later of attainment of age 65 or completion of five years of credited service. Prior to December 31, 2009, the normal annual retirement benefit amount accrued was 1.5% of average earnings for each year of credited service up to 20 years plus 0.5% of average earnings for each year of credited service in excess of 20 years up to 35 years, plus 0.25% of average earnings in excess of the average Social Security wage base for each year of credited service up to 35 years. As a cash balance pension plan (after December 31, 2009), benefits under the Pension Plan are credited to participant's accounts based on the following formula:
PENSION BENEFITS TABLE
| Years of Service | Annual Benefit Credited | | 0 - 10 | 3% of salary | | 11- 20 | 5% of salary | | 21 + | 7% of salary |
PENSION BENEFITS TABLE
Additionally, annually the employees' accounts are credited with a guaranteed return of the ten-year Treasury note rate plus 1%, but in no event less than 2% nor more than market rate of return. For employees over the age of 55 and with more than 20 years of service on December 31, 2009, the annual retirement benefit is guaranteed to be the higher of the benefit attributable to the formula under the defined benefit portion of the Pension Plan that was in effect prior to December 31, 2009, or the cash balance component of the plan. Each participant who has at least ten years of service and who has attained age 55 may elect to retire early within the ten-year period immediately prior to his/her normal retirement age. A participant's early retirement benefit is the greater of (i) the actuarial equivalent of the accrued benefit if the benefit is distributed in a form other than a non-decreasing life annuity payable for a period not less than the life of the participant or (ii) the accrued benefit reduced from the early retirement date by 1/15th per year for the first five years and 1/30th per year for each of the next five years. A participant's early retirement benefit with respect to benefits accrued prior to the cash balance plan conversion effective December 31, 2009 is the participant's accrued benefit payable at the participant's normal retirement date, reduced by 6% per year for the first five years and 4% per year thereafter to age 55; however, if the participant has attained age 62 at the early retirement date and the sum of the participant's age plus years of service equals or exceeds 85, the participant will receive the normal retirement benefit. A vested participant who dies before the annuity starting date and who has a surviving spouse will have the death benefit paid to the surviving spouse in the form of a pre-retirement survivor annuity and may have the death benefit distributed to his/her beneficiaries within five years after death.
PENSION BENEFITS TABLE
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefit ($) (a) | Payments During Last Fiscal Year ($) | | Jeffrey M. Schweitzer | Univest Financial Corporation Retirement Plan | 17.25 | 249,104 | — | | Brian J. Richardson (b) | Univest Financial Corporation Retirement Plan | N/A | N/A | N/A | | Michael S. Keim | Univest Financial Corporation Retirement Plan | 16.00 | 154,008 | — | | Megan D. Santana (b) | Univest Financial Corporation Retirement Plan | N/A | N/A | N/A | | Patrick C. McCormick (b) | Univest Financial Corporation Retirement Plan | N/A | N/A | N/A |
PENSION BENEFITS TABLE
(a) Assumptions used in calculating the present value of the accumulated benefit are set forth in Note 13 to the Financial Statements included in Univest's Form 10-K for the year ended December 31, 2024. (b) Messrs. Richardson and McCormick and Ms. Santana were hired after December 8, 2009, at which date the defined benefit pension plan was closed to new employees and the plan was converted to a cash-balance plan.
CHIEF EXECUTIVE OFFICER - PAY RATIO DISCLOSURE
CHIEF EXECUTIVE OFFICER - PAY RATIO DISCLOSURE As required by applicable SEC rules, we are providing the following information: In an effort to maintain comparability in the reported CEO Pay Ratio Disclosure, for 2024, Univest re-identified the median employee. We completed the following steps to identify the median employee and to determine the annual total compensation of our median employee and CEO: 1.We identified our employee population as of December 31, 2024, including all full-time, part-time, temporary, and seasonal employees employed on that date. This date was selected because it aligned with our calendar year- end and allowed us to identify employees in a reasonably efficient manner. 2.To find the median employee (other than our CEO), we used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for 2024. In making this determination, we did not make adjustments for employees who were employed on December 31, 2024 but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. 3.We identified our median employee using this compensation measure and methodology, which was consistently applied to all our employees included in the calculation. 4.After identifying the median employee, we added together all of the elements of such employee's compensation for 2024 in accordance with SEC requirements, resulting in annual total compensation of $73,344. 5.As reported in the Total column of our 2024 Summary Compensation Table, the annual total compensation for 2024 of Jeffrey M. Schweitzer, our Chairman, President and CEO, was $1,917,602. Based on this information, the ratio for 2024 of the annual total compensation of our Chairman, President and CEO to the annual total compensation of our median employee is 26 to 1.
PAY VERSUS PERFORMANCE DISCLOSURE
PAY VERSUS PERFORMANCE DISCLOSURE In accordance with rules adopted by the Securities and Exchange Commission pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer ("PEO") and Non-PEO Named Executive Officers (referred to in this disclosure as the "Non-PEO NEOs") and Corporation performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year (a) | Summary Compensation Table Total for PEO1 ($) | Compensation Actually Paid to PEO1,2,3 ($) | Average Summary Compensation Table Total for Non-PEO NEOs1 ($) | Average Compensation Actually Paid to Non-PEO NEOs1,2,3 ($) | Value of Initial Fixed $100 Investment based on:4 | | Net Income ($ Millions) | Adjusted PTPP5 ($ Millions) | | | | | | | TSR ($) | Peer Group TSR ($) | | | | 2024 | 1,917,602 | 2,477,339 | 850,564 | 1,059,619 | 130.73 | 111.03 | 75.9 | 97.63 | | 2023 | 1,630,222 | 1,443,163 | 717,296 | 652,769 | 94.26 | 95.12 | 71.1 | 102.36 | | 2022 | 1,842,099 | 1,743,997 | 806,222 | 770,875 | 107.19 | 101.92 | 78.1 | 107.82 | | 2021 | 1,648,678 | 2,090,595 | 691,258 | 837,966 | 119.04 | 124.84 | 91.8 | 87.45 | | 2020 | 1,712,450 | 1,259,956 | 735,255 | 566,847 | 79.57 | 89.37 | 46.9 | 89.99 |
PAY VERSUS PERFORMANCE DISCLOSURE
1.Jeffrey M. Schweitzer was our PEO for each year presented. The individuals comprising the Non-PEO NEOs for each year presented are listed below.
PAY VERSUS PERFORMANCE DISCLOSURE
| 2020 - 2021 | 2022 - 2024 | | Brian J. Richardson | Brian J. Richardson | | Michael S. Keim | Michael S. Keim | | Megan D. Santana | Megan D. Santana | | Duane J. Brobst | Patrick C. McCormick |
PAY VERSUS PERFORMANCE DISCLOSURE
2. The amounts shown for Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually earned, realized, or received by the Corporation’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. 3. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Amounts in the Exclusion of Stock Awards column are the totals from the Stock Awards column set forth in the Summary Compensation Table. Amounts in the Exclusion of Change in Pension Value column reflect the amounts attributable to the Change in Pension Value reported in the Summary Compensation Table.Amounts in the Inclusion of Pension Service Cost are based on the service cost for services rendered during the most recent fiscal year.
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Summary Compensation Table Total for PEO ($) | Exclusion of Change in Pension Value for PEO ($) | Exclusion of Stock Awards for PEO ($) | Inclusion of Pension Service Cost for PEO ($) | Inclusion of Equity Values for PEO ($) | Compensation Actually Paid to PEO ($) | | 2024 | 1,917,602 | (31,445) | (523,915) | 17,481 | 1,097,616 | 2,477,339 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Exclusion of Change in Pension Value for Non-PEO NEOs ($) | Average Exclusion of Stock Awards for Non-PEO NEOs ($) | Average Inclusion of Pension Service Cost for Non-PEO NEOs ($) | Average Inclusion of Equity Values for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) | | 2024 | 850,564 | (6,027) | (200,324) | 3,297 | 412,109 | 1,059,619 |
PAY VERSUS PERFORMANCE DISCLOSURE
The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following tables:
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for PEO ($) | Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for PEO ($) | Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for PEO ($) | Total - Inclusion of Equity Values for PEO ($) | | 2024 | 807,300 | 278,784 | 11,532 | 1,097,616 |
PAY VERSUS PERFORMANCE DISCLOSURE
| Year | Average Year-End Fair Value of Equity Awards Granted During Year That Remained Unvested as of Last Day of Year for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Last Day of Year of Unvested Equity Awards for Non-PEO NEOs ($) | Average Change in Fair Value from Last Day of Prior Year to Vesting Date of Unvested Equity Awards that Vested During Year for Non-PEO NEOs ($) | Total - Average Inclusion of Equity Values for Non-PEO NEOs ($) | | 2024 | 308,679 | 102,374 | 1,056 | 412,109 |
PAY VERSUS PERFORMANCE DISCLOSURE
4. The Peer Group TSR set forth in this table utilizes the NASDAQ Bank Index (IXBK), which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested for the period starting December 31, 2019, through the end of the listed year in the Corporation and in the NASDAQ Bank Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. 5. We determined pre-tax pre-provision income to be the most important financial performance measure used to link Corporation performance to Compensation Actually Paid to our PEO and Non-PEO NEOs in 2024. PTPP income is a non-GAAP measure, and is defined as pre-tax income plus provision for credit losses. All financial performance measures are subject to adjustments by the Compensation Committee for items defined in the Compensation Discussion and Analysis section of the proxy statement. For 2024, these adjustments include the impact of the sale of mortgage servicing rights in the first quarter of 2024 and BOLI death benefit claims received. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Total Shareholder Return ("TSR") The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, the Corporation’s cumulative TSR over the five most recently completed fiscal years, and the NASDAQ Bank Index TSR over the same period. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the five most recently completed fiscal years. Relationship Between PEO and Non-PEO NEO Compensation Actually Paid and Adjusted PTPP The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Adjusted PTPP during the five most recently completed fiscal years. Tabular List of Most Important Financial Performance Measures The following table presents the financial performance measures that the Corporation considers to have been the most important in linking Compensation Actually Paid to our PEO and other NEOs for 2024 to the Corporation's performance. The measures in this table are not ranked.
PAY VERSUS PERFORMANCE DISCLOSURE
| Adjusted PTPP | | Adjusted PTPP Return on Average Equity | | Adjusted Efficiency Ratio | | Net Charge-Offs ("NCO") / Average Loans and Leases vs. Peer Group | | Non-Performing Assets to Total Assets vs. Peer Group | | Adjusted PTPP-NCO Return on Average Assets vs. Peer Group | | 3-Year Cumulative Adjusted PTPP-NCO Performance |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table shows compensation received by non-employee Directors for the year ended December 31, 2024:
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Restricted Stock Units ($) (a) (b) | Total ($) | | William S. Aichele (c) | 37,500 | 37,510 | 75,010 | | Joseph P. Beebe | 80,392 | 37,510 | 117,902 | | Todd S. Benning | 59,100 | 37,510 | 96,610 | | Domenick A. Cama (d) | 8,333 | — | 8,333 | | Martin P. Connor | 48,600 | 37,510 | 86,110 | | Suzanne Keenan | 67,600 | 37,510 | 105,110 | | Natalye Paquin | 54,850 | 37,510 | 92,360 | | Thomas M. Petro | 79,569 | 37,510 | 117,079 | | Michael L. Turner | 57,975 | 37,510 | 95,485 | | Anne Vazquez | 33,200 | 37,510 | 70,710 | | Robert C. Wonderling | 49,850 | 37,510 | 87,360 | | Charles H. Zimmerman | 65,850 | 37,510 | 103,360 |
DIRECTOR COMPENSATION
(a) The amount reflects aggregate grant date fair value for service-based restricted stock units granted during 2024 and is based on the Corporation's closing stock price of $21.24 as of the date of grant on January 31, 2024. (b) Each director has 3,056 restricted stock units outstanding that have not vested as of December 31, 2024, except Mr. Aichele and Mr. Cama who have none, and Ms. Vazquez who have 1,766. (c) Mr. Aichele retired as a director as of April 25, 2024 and received a pro-rata vesting of shares from the grant date to his retirement date. (d) Mr. Cama was appointed as an Alternate Director on August 1, 2024, and as a Director on October 1, 2024 and was not granted restricted stock units.
Director Fees
| Compensation Element (1) | Director Compensation | | Board of Director Fees | $40,000 annual cash retainer | | | Restricted stock units issued annually equivalent to $37,500 based on the Corporation's stock price as of the date of grant on January 31, 2024 | | Committee Chair Additional Retainer | $20,000 Independent Directors Committee | | | $8,500 Audit Committee | | | $8,500 Enterprise-Wide Risk Management Committee | | | $8,500 Nominating and Governance Committee | | | $8,500 Compensation Committee | | | $4,500 Community Reinvestment Act Committee | | | $4,500 Trust Committee | | Committee Retainer | $11,000 Executive Committee | | | $6,000 Audit Committee | | | $6,000 Compensation Committee | | | $6,000 Nominating and Governance Committee | | | $6,000 Enterprise-Wide Risk Management Committee | | | $6,000 Community Reinvestment Act Committee | | | $6,000 Trust Committee |
Proposal 1 - Election of Directors
Proposal 1 - Election of Directors The election of four Class II Directors, each for a three-year term expiring in 2028 or until their successors are elected and qualified. The nominees for Class II Director are: Todd S. Benning Martin P. Connor Jeffrey M. Schweitzer Michael L. Turner The Board of Directors recommends a vote "FOR" each of the listed nominees.