Daniel A. Onorato
About Daniel A. Onorato
Independent director since 2020; age 64. Executive Vice President and Chief Corporate Affairs Officer at Highmark Health since 2012, with prior public-sector leadership as Allegheny County Chief Executive (two terms), County Controller, and two terms on Pittsburgh City Council. Holds a B.S. in Accounting (Penn State) and J.D. (University of Pittsburgh); licensed CPA. Serves as Audit Committee Vice Chair and is the Board’s designated Audit Committee Financial Expert under SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allegheny County | Chief Executive | Two terms (years not disclosed) | Regional government leadership, budgeting and oversight |
| Allegheny County | Controller | Not disclosed | Financial governance and controls |
| Pittsburgh City Council | Council Member | Two terms | Legislative, community engagement |
| Private Practice | Attorney / CPA | Not disclosed | Legal and accounting expertise |
External Roles
| Organization | Role | Tenure | Scope/Notes |
|---|---|---|---|
| Highmark Health | EVP & Chief Corporate Affairs Officer | Since 2012 | Corporate affairs leadership at large regional health organization |
Board Governance
- Independence: Board determined Onorato is independent under NASDAQ standards; non-management director .
- Committee roles: Audit Committee Vice Chair; Nominating/Corporate Governance Committee member; Audit Committee Financial Expert designation .
- Attendance and engagement: Each director attended at least 75% of combined Board/committee meetings and attended the 2024 annual meeting; Board held 13 meetings, Audit Committee 8, Technology 4, Investment/ALCO 4, Compensation/Human Resources 2, Nominating/Corporate Governance 2; two executive sessions excluding management .
| Committee | Role | Status/Notes |
|---|---|---|
| Audit | Vice Chair; Financial Expert | Oversees auditor independence, internal audit, loan review, and financial reporting integrity |
| Nominating/Corporate Governance | Member | Director nominations, governance policies, independence standards |
| Board | Independent Director | Director since 2020 |
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Retainer (Fair Value) | Total | Stock Retainer Shares | Meeting Fee Structure (General) |
|---|---|---|---|---|---|
| 2024 | $25,938 | $27,536 | $53,474 | 10,602 shares (annual retainer paid in common stock via open-market purchases) | $1,000 per ASRV Board mtg; $750 per Bank Board mtg; $600 per committee mtg; $2,500 annual retainer for committee chairs |
Compensation mix signal: ~51.5% of 2024 director compensation delivered in equity via stock retainer (27,536 ÷ 53,474), aligning incentives with shareholders .
Performance Compensation
| Component | Metrics | Payout Basis | Notes |
|---|---|---|---|
| None for directors | N/A | N/A | Director compensation consists of cash meeting fees and an annual stock retainer; no performance-based metrics disclosed . |
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Conflict Notes |
|---|---|---|---|
| None | — | — | No current or recent public company directorships disclosed; none in past 5 years . No related-party transactions disclosed involving Onorato . |
Expertise & Qualifications
- CPA and attorney; financial, legal, and regulatory experience relevant to banking oversight .
- Designated Audit Committee Financial Expert under SEC rules; supports audit quality and risk oversight .
- Senior corporate affairs leadership (Highmark Health) enhances stakeholder engagement and policy acumen .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class (Disclosed) | Approx. % of Shares Outstanding (Calculated) | Ownership Form | Pledged/Hedged | Options |
|---|---|---|---|---|---|---|
| Daniel A. Onorato | 45,926 | <1% | ~0.28% (45,926 ÷ 16,519,267 shares outstanding at 5/15/2025) | Not broken out; standard beneficial ownership under SEC rules | No pledges disclosed; company prohibits hedging and post-9/1/2015 pledging absent Board approval . Pledges disclosed for other directors, not Onorato | No options disclosed for Onorato |
Governance Assessment
- Strengths: Independent status; Audit Committee Vice Chair and SEC-designated financial expert (enhances credibility of financial oversight); solid engagement (Board reports ≥75% attendance and annual meeting participation); equity-heavy director pay via stock retainer aligns interests with shareholders .
- Potential conflicts: None disclosed specific to Onorato; his Highmark Health executive role presents typical external affiliation but no related-party transactions reported with ASRV; ongoing monitoring appropriate .
- Risk indicators: No hedging/pledging red flags disclosed for Onorato; insider reporting timely; audit committee actively oversees auditor independence and internal controls .
- Compensation governance: Director pay benchmarked to peer financial institutions; emphasis on stock ownership via equity retainer and facilitation of using fees to purchase stock supports alignment; no performance pay that could distort oversight judgment .
Overall signal for investor confidence: Onorato’s financial expertise and audit leadership, combined with independence and equity-aligned compensation, support board effectiveness and reduce governance risk. Absence of related-party transactions and pledging for Onorato is positive; continued scrutiny of external affiliations remains prudent .