Kim W. Kunkle
About Kim W. Kunkle
Kim W. Kunkle (age 71) is an independent director of AmeriServ Financial, Inc. (ASRV), serving since 1994. He is Non‑Executive Vice Chair of the Company and Chair of the Bank’s discount committee. Kunkle is President & CEO of Laurel Holdings, Inc. (since 1984) and holds a B.A. in Management Science from Duke University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Laurel Holdings, Inc. | President & CEO | 1984–present | Leads diversified private company (utilities, plumbing, janitorial, machining, pipeline rehab), >200 employees, >$20M sales |
| AmeriServ Financial, Inc. | Non‑Executive Vice Chair (Board) | Current | Executive Committee (Vice Chair), Investment/ALCO (Vice Chair), Compensation/Human Resources (Vice Chair); risk oversight engagement |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Other public company boards | — | — | None currently; none in past 5 years |
Board Governance
- Committee assignments (June 15, 2025): Executive (Vice Chair), Investment/ALCO (Vice Chair), Compensation/Human Resources (Vice Chair). Not listed on Audit or Nominating/Corporate Governance .
- Independence: Board deems all directors independent except the CEO; for Kunkle, the Board reviewed a related-party service relationship and concluded independence not impaired .
- Attendance and engagement: In 2024 the Board held 13 meetings; committees held 8 (Audit), 1 (Executive), 4 (Investment/ALCO), 4 (Technology), 2 (Compensation), 2 (Nominating). There were 2 executive sessions without management. Each director attended at least 75% of combined Board and committee meetings and attended the annual meeting . In 2023, similar attendance threshold (≥75%); Board 15 meetings; executive sessions 1 .
- Board leadership and risk oversight: Roles separated between Non‑Executive Chair and CEO; committees report regularly on risk; compensation committee monitors pay risk .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Monthly Vice Chair Retainer | Committee Chair Retainer | Meeting Fees | Total Cash ($) |
|---|---|---|---|---|---|
| 2023 | $63,950 | $6,000/month starting May 26, 2023 | $2,500 annually per chair (if applicable) | $1,000 (ASRV Board), $750 (Bank Board), $600 (committee) per meeting | $63,950 |
| 2024 | $74,538 | $6,000/month (Non‑Executive Vice Chair) | $2,500 annually per committee chair (if applicable) | $1,000 (ASRV Board), $750 (Bank Board), $600 (committee) per meeting | $74,538 |
Notes:
- No additional compensation for Trust Company board meetings after his appointment as Non‑Executive Vice Chair; Trust Company merged into Bank Oct 1, 2024 .
Performance Compensation
| Year | Stock Awards ($) | Form | Shares (Annual Retainer) | Grant Mechanics | Performance Metrics |
|---|---|---|---|---|---|
| 2023 | $27,500 | Annual retainer paid in common stock | 9,557 shares (for directors serving as of May 16, 2023) | Open‑market purchases by Trust Department; shares allocated by average price | None disclosed (director pay not tied to performance metrics) |
| 2024 | $27,536 | Annual retainer paid in common stock | 10,602 shares (for directors serving as of May 23, 2024) | Open‑market purchases; allocated by average price | None disclosed (director pay not tied to performance metrics); directors excluded from plans administered by Comp Committee except retainer plan, director deferred comp plan, and 2021 Equity Incentive Plan |
Compensation process: Committee benchmarks director pay to similar asset‑size publicly traded peer banks; encourages stock ownership via stock retainer and facilitating use of monthly Board fees to buy additional shares .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company directorships | None |
| Public company directorships (past 5 years) | None |
| Interlocks | None; no executive officer of ASRV serves on another board’s comp committee with reciprocal ties |
Expertise & Qualifications
| Attribute | Evidence |
|---|---|
| Operations and multi‑sector management | CEO of diversified private company with >200 employees and >$20M revenue |
| Financial oversight in banking | Vice Chair roles on Executive, Investment/ALCO, and Compensation committees |
| Education | Duke University, B.A. in Management Science |
Equity Ownership
| As of | Total Beneficial Ownership (shares) | % of Class | Indirect Holdings | Pledging | Notes |
|---|---|---|---|---|---|
| May 15, 2025 | 231,467 | 1.4% | Includes 67,390 shares held by Laurel Holdings, Inc.; Kunkle has voting and investment power | Not disclosed for Kunkle (pledging disclosure provided for another director; none noted for Kunkle) | Group (11 insiders) held 1,249,859 (7.6%) |
Stock ownership guidelines: Committee “encourages” ownership via stock retainer and fee‑facilitated purchases; no numeric multiple‑of‑retainer guideline disclosed .
Governance Assessment
-
Strengths
- Long tenure and deep operational experience; Vice Chair roles across key committees (Executive, Investment/ALCO, Compensation) signal influence and board confidence .
- Independent under NASDAQ rules; semi‑annual independence reviews with outside counsel .
- Consistent attendance (≥75%) and participation across years; presence at annual meetings .
- Director pay includes equity retainer, supporting alignment; cash fees reflect meeting engagement; modest YoY increase in total compensation ($91,450 in 2023 to $102,074 in 2024) .
-
Related‑Party risk and mitigation
- Laurel Holdings provided janitorial services to ASRV; $233,000 paid in 2024 (<5% of Laurel revenue); Board concluded independence not impaired. Nonetheless, this is a related‑party transaction that warrants continued monitoring for governance optics .
-
RED FLAGS
- Related‑party services via Laurel Holdings (moderate governance sensitivity; Board assessed immateriality relative to Laurel’s revenue) .
- No formal, disclosed stock ownership guideline with required multiple for directors (policy relies on encouragement rather than mandate) .
-
Neutral/Not disclosed
- No performance‑based metrics or options/PSUs for director compensation; awards are fixed stock retainer via open‑market purchases .
- No disclosure of hedging or pledging by Kunkle; pledge disclosure appears for another director only .
Compensation Structure Analysis
| Metric | 2023 | 2024 | Change | Notes |
|---|---|---|---|---|
| Cash fees ($) | $63,950 | $74,538 | +$10,588 | Reflects meeting volumes/roles and ongoing $6,000/month Vice Chair retainer |
| Stock awards ($) | $27,500 | $27,536 | +$36 | Annual stock retainer, open‑market purchases; 9,557 vs 10,602 shares |
| Total ($) | $91,450 | $102,074 | +$10,624 | Mix remains cash + fixed equity retainer |
No evidence of option repricing, tax gross‑ups, or discretionary bonuses for directors; committee retained independent compensation consultant (Strategic Compensation Planning, Inc.) in 2024 .
Potential Conflicts & Related‑Party Exposure
| Transaction | Counterparty | Amount | Materiality/Board Conclusion |
|---|---|---|---|
| Janitorial services to ASRV | Laurel Holdings, Inc. (majority owned by Kunkle) | ~$233,000 in 2024 | <5% of Laurel consolidated revenue; Board concluded independence not impaired |
Committee Composition Snapshot
| Committee | Role (2025) |
|---|---|
| Executive | Vice Chair |
| Investment/ALCO | Vice Chair |
| Compensation/Human Resources | Vice Chair |
| Audit | Not listed |
| Nominating/Corporate Governance | Not listed |
| Technology | Not listed |
Historical (July 1, 2024): Executive (X), Investment/ALCO (Vice Chair), Compensation/Human Resources (Vice Chair); other assignments unchanged .
Director Compensation (Detail – 2024)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash (Kunkle) | $74,538 |
| Stock Awards (Kunkle) | $27,536 |
| Total | $102,074 |
| Annual Stock Retainer | $27,500 paid in stock; 10,602 shares purchased in open market; allocated by average price |
| Meeting Fees | $1,000 (ASRV Board), $750 (Bank Board), $600 (committee) per meeting |
| Committee Chair Retainer | $2,500 annually (if chair) |
| Vice Chair Monthly Retainer | $6,000/month (Non‑Executive Vice Chair) |
Equity Ownership Details
| Holder | Shares | Notes |
|---|---|---|
| Kim W. Kunkle | 231,467 (1.4% of class) | Includes 67,390 via Laurel Holdings; Kunkle has voting & investment power |
Summary Implications for Investors
- Kunkle is a longstanding independent director with meaningful board leadership (three Vice Chair roles), supporting board effectiveness in compensation oversight and balance sheet risk via ALCO .
- The Laurel Holdings service relationship is a related‑party exposure; current materiality appears limited, but investors should monitor for scope changes or expanded services .
- Compensation structure emphasizes participation and equity alignment through fixed stock retainer; absence of performance metrics for directors aligns with typical bank governance norms but reduces direct pay‑for‑performance linkage .