J. Michael Adams Jr.
About J. Michael Adams, Jr.
Independent director and Non-Executive Chairman of the Board at AmeriServ Financial, Inc. (ASRV); age 64, director since 2000. He holds a BS from Carnegie Mellon University and a JD from the University of Pittsburgh, with career credentials spanning corporate law, government, and board leadership; he is Chair of the Nominating/Corporate Governance Committee and serves on the Executive Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania Department of Community and Economic Development | Chief Counsel | Not disclosed | Legal/regulatory expertise relevant to bank governance and compliance |
| Mike Adams & Associates, LLC | Managing Member | Since 2021 | Consulting in law, business, and government; supports governance and strategy oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| AmeriServ Wealth Advisors (subsidiary) | Director | Not disclosed | No additional compensation for meetings; indicates internal oversight alignment across subsidiaries |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Board determined all current directors except the CEO (Stopko) are independent; Adams is independent |
| Board leadership | Non-Executive Chairman; roles separated from CEO to strengthen oversight and risk governance |
| Committee assignments | Chair, Nominating/Corporate Governance; Member, Executive Committee |
| Committee structure/attendance | 2024: Board 13 meetings; audit 8; compensation 2; nominating 2; investment/ALCO 4; technology 4; executive 1. Two executive sessions. Each director attended at least 75% of combined Board/committee meetings and attended the 2024 annual meeting |
| Audit committee financial expert | Designated: Daniel A. Onorato (not Adams) |
| Governance documents | Codes of ethics and committee charters available on investor site |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Cash fees (2024) | $110,538 | Board/committee meeting fees; includes monthly Chair retainer of $9,000 for Board and subsidiaries |
| Equity retainer (2024) | $27,536 | Annual retainer paid in common stock; 10,602 shares purchased in the open market, allocated at average price |
| Committee chair retainer | $2,500/year | Paid to committee chairs; Adams chairs Nominating/Corporate Governance |
| Meeting fees (2024) | $1,000 ASRV Board; $750 Bank Board; $600 committee | Frequently no compensation for special/telephonic/limited-purpose committee meetings |
| Director compensation approach | Benchmarking vs similar asset-size peer banks; encourage stock ownership via stock retainer and facilitation of using fees to buy shares |
Performance Compensation
| Equity/Bonus Element | Grant Size/Structure | Vesting | Performance Metrics |
|---|---|---|---|
| Annual director equity retainer | 10,602 shares of common stock (avg $27,500 value) | N/A (open-market purchased) | None; equity is a fixed retainer, not performance-conditioned |
| 2021 Equity Incentive Plan eligibility | Directors may participate (plan allows RSAs/options) | Not disclosed for Adams in 2024 | Director compensation focused on cash and stock retainer; no director options disclosed in 2024 table |
Other Directorships & Interlocks
| Category | Current | Prior 5 Years | Notes |
|---|---|---|---|
| Public company boards | None | None | Reduces external interlock risk |
| Private/non-profit/academic boards | AmeriServ Wealth Advisors (subsidiary) | Not disclosed | No extra comp; internal alignment |
Expertise & Qualifications
- Corporate/legal and government background; prior Chief Counsel enhances regulatory and compliance oversight .
- Long-tenured board leadership with non-executive chair responsibilities; governance and strategy oversight experience .
- Education: BS (Carnegie Mellon), JD (University of Pittsburgh) .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Beneficial ownership | 163,040 shares | Includes 23,897 shares held in voting trust for his parents (Adams as voting trustee) and 50 shares held for his child |
| Ownership % of class | <1% | “*” indicates less than 1% of outstanding shares (16,519,267 as of record date) |
| Pledged/hedged shares | None disclosed for Adams | Company generally prohibits hedging/pledging post-9/1/2015 unless pre-approved; footnotes identify pledging by Pasquerilla, not Adams |
| Options/derivatives | None disclosed for directors | Outstanding option tables cover NEOs only; director compensation table shows cash and stock, no options for Adams |
Governance Assessment
- Strengths: Independent Non-Executive Chair model with clear separation from CEO; robust committee structure; semi-annual independence reviews; directors (including Adams) ≥75% attendance in 2024; governance documents publicly available .
- Alignment: Annual director stock retainer and facilitation of using fees to purchase shares promotes ownership; Adams beneficially owns 163,040 shares; no disclosed hedging/pledging for Adams .
- Potential conflicts/related-party exposure: No specific related-party transactions disclosed for Adams; board notes certain transactions for other directors (e.g., Laurel Holdings janitorial services) and SB Value agreements; audit committee oversees related-party approvals . As Nominating/Corporate Governance Chair, Adams is positioned to oversee governance amid SB Value Cooperation/Consulting Agreements (including potential issuance of 350,000 performance fee shares upon price/C-of-C triggers), which are notable shareholder influence dynamics to monitor .
- Watch items: Company permits limited pledging under board-approved exceptions (not applied to Adams per footnotes); broader board-level arrangements with SB Value incorporate voting alignment and potential equity issuance upon triggers—monitor governance implications and independence optics during performance-linked milestones .
Insider Trades and Section 16 Compliance
- Delinquent Section 16(a) reports: Based solely on review of Forms 3 and 4, all required reports were filed on time; proxy does not itemize specific transactions by director. No delinquencies disclosed for 2024 .