Mark E. Pasquerilla
About Mark E. Pasquerilla
Independent director at AmeriServ Financial, Inc. since 1997 (age 66) with deep real estate finance and public company governance experience; B.A. from Notre Dame and M.S. from the London School of Economics . He is independent per ASRV’s semi-annual independence review (all directors except the CEO are independent) and serves as Chair of the Executive Committee, Audit Committee, and Compensation/Human Resources Committee; Vice Chair of the Nominating/Corporate Governance Committee; and is a member of the Technology and Investment/ALCO Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pasquerilla Enterprises, LP | Officer/Director; CEO since 2013; President 2006–2013 | Since 2006 (CEO since 2013) | Real estate ownership/management; substantial experience in real estate finance relevant to bank real estate lending |
| Crown Holding Company & subs. | CEO & Chairman (Apr 1999–Dec 2006); President (1992–2006) | 1992–2006 | Led diversified holdings; executive leadership and finance experience |
| Crown American Realty Trust | Chairman & CEO (Apr 1999–Nov 2003); Trustee | Through Nov 2003 (acquired by PREIT) | REIT leadership; capital markets exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania Real Estate Investment Trust (PREIT) | Trustee | 2003–Apr 2024 | Audit Committee (2017–Apr 2024); Nominating & Corporate Governance Committee (2011–Apr 2024) |
| Community Foundation for the Alleghenies | Chairman of the Board | Since 2007 | Philanthropic leadership and community ties |
Board Governance
- Committee leadership and membership: Chair (Executive, Audit, Compensation/Human Resources); Vice Chair (Nominating/Corporate Governance); Member (Technology, Investment/ALCO) .
- Independence: Board determines all directors other than the CEO are independent via semi-annual outside-counsel-led process; annual questionnaires capture conflicts/related party data .
- Attendance and engagement: In 2024, the Board held 13 meetings; Audit (8), Investment/ALCO (4), Technology (4), Compensation/Human Resources (2), Nominating/Corporate Governance (2), Executive (1); 2 executive sessions without management; each director attended at least 75% of combined Board/committee meetings and attended the 2024 annual meeting .
- Audit Committee oversight: Appoints/oversees auditor independence; meets with auditors and internal audit outside management; pre-approves services; authority to retain external advisors; report submitted by Audit Committee (Pasquerilla, Chair) .
| Committee | Role |
|---|---|
| Executive | Chair |
| Audit | Chair |
| Compensation/Human Resources | Chair |
| Nominating/Corporate Governance | Vice Chair |
| Technology | Member |
| Investment/ALCO | Member |
Fixed Compensation
| Component (Director 2024) | Amount ($) | Notes |
|---|---|---|
| Fees Earned/Paid in Cash | 50,738 | Board and committee meeting fees per schedule below |
| Stock Awards | 27,536 | Annual retainer paid in shares; Trust Department purchases shares in open market; 10,602 shares allocated at average price |
| Total | 78,274 | Sum of cash fees and stock awards |
- Compensation structure: Non-employee directors receive $1,000 per ASRV Board meeting, $750 per Bank Board meeting, $600 per committee meeting; committee Chairs receive an additional $2,500 annual retainer; annual director retainer of $27,500 is paid in common stock via open market purchases; the Compensation/Human Resources Committee benchmarks director pay to peer banks and encourages stock ownership via stock retainer and facilitating use of fees to purchase shares .
Performance Compensation
- No performance-based director compensation metrics disclosed; director equity is an annual stock retainer rather than performance-conditioned RSUs/PSUs .
Other Directorships & Interlocks
- Current public company boards: None disclosed .
- Prior public company boards: PREIT trustee (2003–Apr 2024), including service on its Audit and Nominating/Corporate Governance Committees .
- Compensation committee interlocks: None disclosed; no executive officers serve on boards/comp committees of entities with executives serving on ASRV’s Board or comp committee .
Expertise & Qualifications
- Real estate finance expertise spanning REIT and private real estate operations; relevant to a bank’s real estate loan portfolio .
- Public company governance experience (committee leadership at PREIT; multiple ASRV committee chairs) .
- Education: B.A. (Notre Dame), M.S. (London School of Economics) .
Equity Ownership
| Holder/Form | Shares | Status/Notes |
|---|---|---|
| Total Beneficial Ownership | 506,396 | 3.0% of outstanding shares |
| Pasquerilla Enterprises LP | 287,150 | Shares pledged as collateral to financial institutions |
| Marenrico Partnership | 125,500 | Shares pledged as collateral to financial institutions |
| Pledged as % of Shares Outstanding | ~2.5% | 412,650 pledged ÷ 16,519,267 outstanding |
- Pledging policy: Hedging is prohibited; pledging generally prohibited except for pre-9/1/2015 pledges or with Board pre-approval and with aggregate pledged shares typically ≤5% of outstanding, considering trading volume and other factors .
Governance Assessment
-
Strengths:
- Seasoned governance leader chairing Audit and Compensation/Human Resources, with robust auditor independence and risk-sensitive compensation oversight (independent consultant retained in 2024; benchmarking; stock ownership encouragement) .
- Independent director with strong attendance and multi-committee engagement; Board holds executive sessions without management (two in 2024) .
- Real estate finance acumen aligned with bank credit portfolio needs .
-
Watch items / RED FLAGS:
- Significant share pledging: 412,650 shares pledged (≈2.5% of outstanding), which introduces margin-call risk and potential misalignment under stress despite policy allowing limited pledging; continued monitoring of pledging approvals and aggregate levels warranted .
- Concentration of committee power: Simultaneous chair roles (Audit, Compensation/Human Resources, Executive) centralize oversight; ensure robust independent processes and counterbalances (e.g., designated audit committee financial expert is another director) .
- Related-party transactions: None specifically disclosed for Pasquerilla; company indicates director/officer transactions are at market terms; continue monitoring for any future related-party dealings .
-
Independence and shareholder alignment:
- Independent status affirmed via formal process; substantial direct/indirect ownership (3.0%) plus annual equity retainer supports alignment, though pledging partially offsets alignment quality .