David A. Finui
About David A. Finui
David A. Finui, age 70, is President of AmeriServ Wealth and Capital Management (a division of AmeriServ Financial Bank), effective October 1, 2024, following the merger of AmeriServ Trust and Financial Services Company into the Bank . Company performance context during his current leadership period: 2024 net income recovered to $3.6 million from a 2023 loss, while cumulative TSR trended lower over 2022–2024 ($105.32 → $87.27 → $78.83 on a $100 base), and Q1 2025 EPS rose 9.1% year over year to $0.12 with net interest margin up 31 bps YoY (13 bps QoQ) .
Past Roles
| Organization | Role | Years (as disclosed) | Strategic impact/notes |
|---|---|---|---|
| AmeriServ Financial Bank (Wealth & Capital Management) | President | Effective Oct 1, 2024 – present | Leads combined wealth/capital management division post-merger of Trust Co. into the Bank . |
| AmeriServ Trust & Financial Services Co. | President & CEO | Sep 1, 2023 – Oct 1, 2024 | Led Trust Co. until merger into the Bank . |
| AmeriServ Trust & Financial Services Co. | EVP & Director of Wealth & Capital Management | Jan 1, 2019 – Aug 31, 2023 | Directed wealth and capital management functions . |
| AmeriServ Trust & Financial Services Co. | SVP/Personal Trust & Financial Services | From Sep 12, 2016 | Senior leadership in personal trust and financial services . |
| S&T Bank (Wealth Management) | VP/Director of Business Development; later SVP & Senior Wealth Mgmt Advisor | From Jul 2008 | Senior advisory and business development roles in wealth management . |
| Irwin Bank & Trust Company | VP/Trust Officer; later SVP, Senior Wealth Mgmt Advisor, Chief Retail Officer, COO | From Nov 1999 | Progressive leadership roles across trust, retail, and operations . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| None disclosed in 2025 proxy | — | — | No public company board or external roles disclosed for Finui . |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 257,288 | 0 (no payout under plan) | — | — | 44,616 (incl. 401(k) match $18,010, country club dues, auto allowance, life insurance premium) | 301,904 |
Notes
- Maximum annual bonus opportunity for Finui in 2024: 28% of base salary; no payout due to company ROA below threshold .
Performance Compensation
Annual Cash Incentive (Executive At-Risk Incentive Compensation Plan)
| Component | Metric/Definition | Weighting | 2024 Target/Threshold | 2024 Actual | 2024 Payout |
|---|---|---|---|---|---|
| Corporate performance | Company ROA vs budget; minimum payout threshold 0.33% ROA; also benchmarked to 75% of peer group average ROA | 75% | Threshold ROA 0.33%; peer anchor at 75% of average ROA | ROA 0.26%; Net income $3.6M | 0% (no payout) |
| Individual performance | Role-specific goals | 25% | Not disclosed | Not disclosed | 0% (no payout) |
| Target bonus (Finui) | % of base salary | — | 28% | — | 0 |
Long-Term Equity Awards (Stock Options outstanding at 12/31/2024)
| Grant (plan) | Number of Options | Exercise Price ($) | Expiration | Status at 12/31/2024 |
|---|---|---|---|---|
| 2011/2021 plan options (line 1) | 10,000 | 3.32 | 9/29/2026 | Exercisable |
| 2011/2021 plan options (line 2) | 10,000 | 3.84 | 2/17/2031 | Exercisable |
Notes
- Company disclosed it has not granted equity awards to NEOs in several years; no equity grants to NEOs in 2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 22,192 shares (<1% of class) |
| Options exercisable within 60 days | 20,000 options (exercisable) |
| Options unexercisable | 0 |
| Vested vs. unvested | Options reported as exercisable; no unvested options disclosed |
| Pledging | No pledges disclosed for Finui; company policy broadly prohibits hedging and pledging, with narrow case-by-case board approval for pledges post–Sep 1, 2015 and a 5% of shares outstanding guideline . |
| Insider trading policy | Hedging prohibited; pledging generally prohibited (limited exceptions with prior board approval) . |
| Ownership guidelines | No executive stock ownership guidelines disclosed in proxy for officers (no mention). |
Employment Terms
- Current role effective date and tenure: President of AmeriServ Wealth & Capital Management effective October 1, 2024 .
- Employment agreement / severance / change-in-control: Agreements and CIC severance terms disclosed for CEO and CFO; no specific employment or CIC agreement disclosed for Finui in the 2025 proxy .
- Clawback posture: Compensation committee states authority to retroactively adjust incentive awards based on financial restatements; no restatements to date .
- Perquisites (2024): Country club dues and auto allowance, life insurance premium, and 401(k) match ($18,010) included in “All Other Compensation” .
- Pension/SERP/Deferred comp: Pension benefits table reported for CEO and CFO; no defined benefit value disclosed for Finui .
Compensation Structure and Peer Benchmarking
- Program mix: Base salary, cash incentives, equity under the 2021 Equity Incentive Plan (primarily stock options), qualified pension (for certain execs), health/welfare benefits, and limited perquisites .
- Performance metrics: Cash incentive ties 75% to corporate ROA (with 0.33% threshold and peer anchor at 75% of peer average ROA) and 25% to individual goals .
- 2024 pay outcomes: No cash incentive payout to NEOs due to ROA 0.26% vs 0.33% threshold; no equity grants to NEOs in 2024 .
- Peer group used in benchmarking 2024 compensation decisions: ACNB, Franklin Financial, Chemung Financial, First United, Citizens & Northern, Penns Woods, Meridian, SB Financial, Pathfinder Bancorp, ESSA Bancorp, CB Financial Services, Ohio Valley Bancorp, LINKBANCORP, Norwood Financial (assets $1–$3B; lowest quartile targeting historically) .
Performance & Track Record (company context during/around tenure)
- Pay vs Performance: PEO “compensation actually paid” tracked company net income and TSR; cumulative TSR declined over 2022–2024 ($105.32 → $87.27 → $78.83), while net income was $7.4M (2022), $(3.3)M (2023), $3.6M (2024) .
- Q1 2025 update: Net income $1.9M; EPS $0.12 (+9.1% YoY); NIM +31 bps YoY and +13 bps QoQ; book value per share +10.6% YoY to $6.70; tangible book value per share +11.8% YoY to $5.88 .
- Strategic developments relevant to Wealth & Trust: Advisory agreement with significant shareholder SB Value Partners to help grow and optimize $2.5B of AUM in trust and wealth management; cooperation agreement extended through 2029 .
Compensation Committee & Governance Considerations
- Committee composition: Directors Pasquerilla (Chair), Kunkle (Vice Chair), Bloomingdale; independent oversight; directors on the committee excluded from participation in plans they administer (with limited exceptions) .
- Say-on-pay: Non-binding vote presented for shareholder approval of NEO compensation program; board to consider outcome; no results provided in proxy .
Investment Implications
- Pay-for-performance alignment: Finui’s 2024 bonus target (28% of salary) was fully at risk and paid out 0% due to under-threshold ROA, indicating discipline in annual incentive payouts; long-term equity exposure exists via 20,000 fully exercisable options with expirations in 2026 and 2031 .
- Ownership and selling pressure: Beneficially owns 22,192 shares (<1%); 20,000 options are currently exercisable, which could create incremental selling flexibility ahead of the 2026 expiry, but no pledging disclosed and hedging/pledging are restricted by policy, reducing misalignment risk .
- Retention and change-of-control economics: No specific employment or CIC agreement disclosed for Finui (unlike CEO/CFO), suggesting limited contractual severance and potentially higher retention risk in a strategic transaction; also limits golden parachute overhang .
- Execution focus: Finui leads the combined wealth platform post-merger; the SB Value Partners advisory agreement targeting optimization of $2.5B AUM signals a strategic push in his domain, which, if executed, could support fee revenue stability and reduce earnings volatility; early 2025 NIM and EPS improvements bolster operating backdrop .
- Governance risk checks: Committee asserts restatement-based recoupment authority; hedging largely prohibited and pledging tightly controlled; no option repricing or 2024 equity grants to NEOs disclosed—overall supportive of shareholder-friendly posture .
Overall: Compensation appears conservative with meaningful at-risk elements and limited guaranteed payouts. With age 70 and no disclosed CIC protections, retention could hinge on realized upside from Wealth management growth and option value, while policy restrictions and modest ownership lessen misalignment risks .