Jeffrey A. Stopko
About Jeffrey A. Stopko
Jeffrey A. Stopko (age 62) is President & CEO of AmeriServ Financial, Inc. since March 24, 2015 and of AmeriServ Financial Bank since February 16, 2016; he joined ASRV in 1997 as CFO and is a licensed CPA with Big Four experience . He serves as Chair of the Community Depository Institutions Advisory Council for the Federal Reserve Bank of Philadelphia and is a member of the National Community Depository Institutions Advisory Council, meeting twice a year with the Federal Reserve Board . Company performance context: net income was $3.6 million in 2024; cumulative TSR on a fixed $100 investment was $78.83 in 2024 (after $87.27 in 2023 and $105.32 in 2022) . In Q1 2025, the company reported EPS of $0.12 (+9.1% YoY), with net interest margin +31 bps YoY and book value per share +10.6% YoY to $6.70; tangible book value per share +11.8% to $5.88 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AmeriServ Financial, Inc. | Interim President & CEO | Jan 9, 2015–Mar 24, 2015 | Stabilized leadership during transition |
| AmeriServ Financial, Inc. | President & CEO | Mar 24, 2015–Present | Led balance sheet restructuring to reduce risk and improve earnings foundation |
| AmeriServ Financial Bank | President & CEO | Feb 16, 2016–Present | Oversight of bank operations and strategic execution |
| AmeriServ Financial, Inc. | EVP, Chief Financial & Administrative Officer | May 2010–Jan 9, 2015 | Directed finance, IT, credit admin, HR |
| AmeriServ Financial, Inc. | CFO & Principal Accounting Officer | 1997–2010 | Directed financial and investment activities; guided major corporate balance sheet restructuring |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Federal Reserve Bank of Philadelphia | Chair, Community Depository Institutions Advisory Council | Current | Provides input on community banking matters; liaison to Federal Reserve policy discussions |
| National Community Depository Institutions Advisory Council | Member | Current | Meets twice a year with Federal Reserve Board of Governors |
Fixed Compensation
| Year | Base Salary ($) | Bonus ($) | Option Awards ($) | Changes in Pension Value ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 377,423 | — | — | — | 21,335 | 398,758 |
| 2023 | 390,830 | — | — | 149,650 | 20,959 | 561,439 |
| 2024 | 404,271 | — | — | 77,278 | 22,410 | 503,959 |
Notes:
- Perquisites included country club dues, company-provided automobile, and 401(k) matching ($4,403 in 2024) .
- No equity awards were granted to named executive officers in 2024 .
Performance Compensation
| Metric | Weighting | Target | Actual (2024) | Payout | Vesting/Conditions |
|---|---|---|---|---|---|
| Corporate ROA | 75% | Budgeted ROA with minimum threshold 0.33% | 0.26% (net income $3.6M) | 0% (no payout) | Must be employed on payout date (Executive At-Risk Incentive Plan) |
| Individual Performance Goals | 25% | Set per executive | Not disclosed | 0% (no payout) | Must be employed on payout date |
| Maximum Bonus Opportunity | — | CEO: 33% of base salary | — | — | Determined by Compensation/Human Resources Committee |
Clawback: The committee affirms authority to retroactively adjust incentive awards if a restatement shows targets were not achieved; no restatements to date .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 177,000 shares; 1.0% of common stock as of May 15, 2025 |
| Shares Outstanding (Record Date) | 16,519,267 |
| Shares in 401(k) | 102,245 shares |
| Options – Outstanding (12/31/2024) | 10,000 at $2.96 exp. 3/19/2025; 20,000 at $3.84 exp. 2/17/2031 (all exercisable) |
| Options – Exercisable within 60 days (Record Date) | 20,000 shares exercisable within 60 days (post-expiry of 2015 grant) |
| Pledging/Hedging | Company prohibits hedging and pledging except for pre-9/1/2015 or pre-approved cases; no Stopko pledging disclosed |
| Stock Ownership Guidelines | Director stock ownership guidelines are disclosed; no executive ownership multiple disclosed |
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement Term | Two-year initial term (Apr 27, 2015), auto-renewal annually unless non-renewal notice ≥90 days before end of term |
| Base Salary Eligibility | Initial base $285,000; $404,271 as of Dec 31, 2024 |
| Non-Compete | Two years post-termination; primary residence requirement in market area during employment |
| Non-Solicit | One year post-termination (employees, consultants, customers, clients, vendors) |
| Severance (No CIC) | Involuntary termination without cause: 24 months of salary continuation + health benefits for two years (employee pays active-employee premiums) |
| Change-in-Control (CIC) Severance | Involuntary termination or resignation after specified adverse changes: lump sum 2.99x base salary; health benefits continuation for three years (employee pays active-employee premiums); Section 280G cutback applies |
| Good Reason (CIC and No CIC definitions) | Includes material reduction in title/authority, salary cuts, removal from incentive/benefit plans, or company breach; notice/cure periods apply |
| CIC Definition | ≥50% voting power change, or merger/reorg where ASRV holders don’t retain majority, or sale of substantially all assets |
Estimated Payments (12/31/2024 illustrative):
- Severance without CIC: $796,852 total (salary continuation plus welfare) .
- Severance with CIC: $1,093,903 total (after potential 280G cutback) .
Board Governance
- Board Service: Director since 2015; not independent due to CEO role .
- Leadership Structure: Non-Executive Chair separate from CEO; board focuses on risk oversight with CRO semi-annual briefings .
- Committees: Member—Technology and Investment/ALCO committees .
- Attendance: In 2024, Board met 13 times; each director attended ≥75% of board and committee meetings and attended the annual meeting; executive sessions held twice without management .
- Independence: All directors except Stopko are independent per NASDAQ standards; related-party relationships reviewed semi-annually .
Committee composition and consultant:
- Compensation/Human Resources Committee is independent; retained Strategic Compensation Planning, Inc. in 2024; targets lowest quartile of peer compensation, uses peer group of $1–$3B bank holding companies .
Compensation Structure Analysis
- Shift toward fixed pay: Base salary increased in 2024; no equity awards were granted to NEOs in 2024, and equity grants have not been made “in several years,” reducing variable equity alignment .
- At-risk cash plan constrained by ROA: CEO maximum bonus 33% of salary but 2024 payout was zero due to ROA below 0.33% threshold (actual 0.26%), showing pay-for-performance enforcement .
- Pension value growth: Defined benefit plan accrued present value for Stopko was $1,142,833 with 38 years credited service as of 12/31/2024, indicating meaningful retirement value that is less performance-contingent .
- Say-on-pay: Advisory vote on NEO compensation on 2025 ballot; Board recommends FOR .
Equity Incentive Details
| Instrument | Grant Terms | Status |
|---|---|---|
| Stock Options (2015 grant) | 10,000 at $2.96; exp. 3/19/2025 | Exercisable at 12/31/2024; expired prior to Record Date |
| Stock Options (2011 plan grant) | 20,000 at $3.84; exp. 2/17/2031 | Exercisable; 20,000 within 60 days of Record Date |
| 2021 Equity Incentive Plan | Allows restricted stock and options; options strike ≥100% of FMV; no NEO grants in 2024 | Active plan; equity used to align management and shareholders |
Other Director/Shareholder Context
- Director compensation for non-employee directors includes stock retainer paid in common stock; meeting fees in cash; not applicable to Stopko as an employee director .
- Activist cooperation: SB Value Partners (8.2% holder) extended Cooperation Agreement through 2029 and entered a consulting agreement; commitment to vote with Board except extraordinary transactions; performance-fee shares vest upon stock trading ≥$5 or change of control, subject to approvals .
Investment Implications
- Alignment: Stopko’s ownership (1.0% including significant 401(k) holdings) and long-dated options suggest moderate equity alignment; lack of recent equity grants reduces incremental equity-based incentives, while zero 2024 bonus indicates pay discipline tied to ROA .
- Retention/Change-in-Control: 2.99x CIC multiple plus extended health benefits and broad “good reason” protections offer strong retention but imply potential change-in-control costs; Section 280G cutback mitigates excess parachute risks .
- Selling pressure: The 10,000 option tranche expired in March 2025; remaining 20,000 options are in-the-money only if price >$3.84, limiting near-term forced selling dynamics but preserving optionality through 2031 .
- Governance quality: Separate Chair/CEO, independent compensation committee with external consultant, and explicit clawback authority are positives; continued collaboration with SB Value may drive operating improvements and capital discipline .
- Performance lens: 2024 TSR deterioration alongside net income recovery highlights a mixed signal; Q1 2025 EPS and margin improvements are constructive, but sustained ROA above 0.33% threshold is needed to unlock at-risk pay and indicate broader value creation .