David J. Hickton
About David J. Hickton
David J. Hickton, age 69, is an independent director of AmeriServ Financial, Inc. (ASRV) since 2023. He is Founding Director of the Institute for Cyber Law, Policy and Security at the University of Pittsburgh (since 2017), former U.S. Attorney for the Western District of Pennsylvania (Aug 2010–Nov 2016), and served as staff director and senior counsel to the House Select Subcommittee on the Coronavirus Crisis (May 2020–Jun 2021). He holds a bachelor’s degree from Pennsylvania State University and a J.D. from the University of Pittsburgh .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| U.S. Department of Justice | U.S. Attorney, Western District of Pennsylvania | Aug 2010–Nov 2016 | Led federal enforcement; foundation for cybersecurity and regulatory expertise |
| U.S. House Select Subcommittee on the Coronavirus Crisis | Staff Director & Senior Counsel | May 2020–Jun 2021 | Oversight, investigations, legislative interface |
External Roles
| Organization | Role | Tenure | Focus/Impact |
|---|---|---|---|
| University of Pittsburgh – Institute for Cyber Law, Policy and Security | Founding Director | 2017–present | Cybersecurity, data security, privacy; aligns to bank tech risk oversight |
Board Governance
- Independence: The Board determined all current directors other than the CEO (Stopko) are independent; Hickton is independent .
- Committee assignments: Chair, Technology Committee .
- Attendance and engagement: In 2024, the Board met 13 times; committees met regularly. Each director attended at least 75% of combined Board/committee meetings and attended the 2024 annual meeting; there were 2 executive sessions excluding management .
- Technology Committee remit includes cyber security preparedness, DR/BC oversight, and strategic technology guidance—aligned with Hickton’s background .
| Committee | Role | Highlights |
|---|---|---|
| Technology | Chair | Oversees cybersecurity preparedness, information security reports, DR/BC resiliency, and ASRV Strategic Technology Plan |
Fixed Compensation
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 25,788 | 27,536 | 53,324 | Annual retainer paid in common stock ($27,500; 10,602 shares purchased in open market for each director); meeting fees in cash; committee chairs receive $2,500 annual retainer |
Performance Compensation
- No director performance-based incentives disclosed; director equity is an annual stock retainer (paid in shares) rather than performance-conditioned RSUs/PSUs or options for directors .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None |
| Public company boards (past 5 years) | None |
| Potential interlocks/conflicts | None disclosed related to Hickton |
Expertise & Qualifications
- Cybersecurity and technology governance expertise (Founding Director, Pitt Institute for Cyber Law, Policy and Security) .
- Legal/regulatory experience (former U.S. Attorney; Congressional subcommittee leadership) .
- Board-level fit: Chairs Technology Committee with oversight of cybersecurity, DR/BC, and tech strategy .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % of Class | Pledged/Hedged | Notes |
|---|---|---|---|---|
| David J. Hickton | 15,600 | <1% | No pledging disclosed for Hickton; ASRV prohibits hedging and pledging except pre-9/1/2015 pledges or Board-approved limited pledging (aggregate ≤5% of outstanding) | Beneficial ownership per SEC rules |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16(a) filings | Company states all Forms 3/4 were filed on time based on its review; no delinquent reports noted |
Governance Assessment
-
Strengths
- Independent director with directly relevant cyber and regulatory credentials; chairs Technology Committee overseeing cybersecurity, DR/BC, and tech strategy—key risk domains for a bank .
- Solid engagement: attended at least 75% of Board/committee meetings and the annual meeting in 2024 .
- Ownership alignment via equity retainer paid in stock; ability to use monthly fees to acquire more shares .
- No other public company boards—reduces overboarding risk; no related-party transactions disclosed for Hickton .
-
Watch items
- Board permits limited pledging with pre-approval; while not applicable to Hickton per disclosure, policy tolerance for pledging is a governance risk area at the board level (e.g., another director has pledged shares) .
- Director compensation appears modest, with mix primarily cash meeting fees plus stock retainer; no explicit ownership guideline multiples disclosed for directors—limits precision in “skin-in-the-game” evaluation .
-
RED FLAGS
- None disclosed specific to Hickton (no related-party transactions, no pledging, no attendance shortfall) .