Michael D. Lynch
Executive Vice President, Chief Financial Officer, Chief Investment Officer and Chief Risk Officer at AMERISERV FINANCIAL INC /PA/
Executive
About Michael D. Lynch
Michael D. Lynch is Executive Vice President, Chief Financial Officer, Chief Investment Officer, and Chief Risk Officer at AmeriServ Financial, Inc. (ASRV), serving in these roles since April 1, 2021; he previously served as interim CFO beginning January 15, 2015, and as Chief Investment and Chief Risk Officer since 2005 (VP 2005–2013, SVP 2013–2015) . Age 64, Lynch is a long-tenured finance and risk executive at ASRV with board-facing risk oversight responsibilities as CRO . Performance context: 2024 net income was $3.6 million and cumulative TSR on a fixed $100 basis was $78.83; 2023 saw a $3.3 million net loss and TSR of $107.35; 2022 net income was $7.4 million and TSR of $132.75 . In Q1 2025, ASRV reported net income of $1.9 million ($0.12 EPS), with net interest margin up 31 bps YoY and 13 bps sequentially .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| AmeriServ Financial, Inc. | EVP, CFO, CIO & CRO | 2021–present | Senior finance, investment, and enterprise risk leadership; CRO briefs the Board semi-annually on risk severity and mitigation . |
| AmeriServ Financial, Inc. | Interim CFO (then CFO), CIO & CRO | 2015–2021 | Transitioned to finance leadership while retaining investment/risk oversight . |
| AmeriServ Financial, Inc. | SVP, Chief Investment & Chief Risk Officer | 2013–2015 | Led investment and risk functions . |
| AmeriServ Financial, Inc. | VP, Chief Investment & Chief Risk Officer | 2005–2013 | Led investment and risk functions . |
| AmeriServ Financial Bank | Management member, Investment/ALCO Committee | Ongoing | Supports asset/liability management and interest rate/liquidity risk oversight . |
External Roles
No public company external directorships disclosed in the proxy biographies .
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $231,175 | $239,500 | $249,350 |
| Bonus | — | — | — |
| Non-Equity Incentive Plan | — | — | — |
| Changes in Pension Value | — | $124,979 | $63,402 |
| All Other Compensation | $11,567 | $11,771 | $11,923 |
| Total | $242,742 | $376,250 | $324,675 |
- 401(k) match included in All Other Compensation: $2,493 (2024) and $2,371 (2023) .
- Perquisites include auto allowance; no stock or option awards granted in 2023/2024 .
Performance Compensation
| Year | Metric design | Weighting | Target/Max | Actual results | Payout | Vesting notes |
|---|---|---|---|---|---|---|
| 2024 | Executive At-Risk Incentive Plan: Corporate ROA and peer-relative ROA; Individual goals | 75% corporate / 25% individual | Max bonus 25% of salary for Lynch; 2024 corporate threshold ROA 0.33% and 75% of peer average | Net income $3.6M; ROA 0.26%; threshold not met | No payout | No equity awards granted in 2024 . |
| 2023 | Executive At-Risk Incentive Plan: Corporate ROA and peer-relative ROA; Individual goals | 75% corporate / 25% individual | Max bonus 25% of salary for Lynch; 2023 corporate threshold ROA 0.61% and 65% of peer average | Net loss $3.3M; no payout | No payout | No equity awards granted in 2023 . |
| 2021 | Executive At-Risk Incentive Plan: Corporate ROA and peer-relative ROA; Individual goals | 75% corporate / 25% individual | Max bonus 25% of salary for Lynch; 2021 corporate budget ROA 0.41% and 65% of peer (ex-high/low) | Plan targets missed; committee approved discretionary bonuses for strategic accomplishments; Lynch bonus $21,823 | Discretionary bonus paid | 2021 option grant vested 1/3 annually 2022–2024 (15,000 options @ $3.84) . |
- Committee concluded executive comp programs do not create risks likely to have a material adverse effect; policy permits retroactive adjustment (clawback) upon restatement .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 36,332 shares; <1% of class . |
| Options exercisable within 60 days | 21,000 options (legacy 2011 plan) . |
| Outstanding options (12/31/2024) | 6,000 @ $2.96 exp. 4/11/2026; 15,000 @ $3.84 exp. 2/17/2031; all shown as exercisable at FY-end 2024 . |
| Vested vs unvested | FY-2024 table shows no unexercisable options for Lynch; 2021 grant fully vested by 2024 . |
| Pledging/hedging | Company prohibits hedging and pledging except for pre-9/1/2015 pledges or Board-preapproved limited pledges; no pledging disclosed for Lynch -. |
| Ownership guidelines | Director equity retainer paid in stock; no specific executive ownership guideline disclosed for Lynch . |
Employment Terms
| Feature | Terms |
|---|---|
| Agreement type | Change-in-control agreement (evergreen 3-year rolling term unless notice) . |
| Triggers (good reason/termination) | Double-trigger: termination without cause or resignation for specified “good reason” following a change in control -. |
| Payout on CoC + qualifying termination (as of 12/31/2024) | Lump sum equal to 1x base salary ($249,350), plus present value of one additional year of retirement benefits ($65,895), plus 1 year of welfare benefits ($18,860); total $334,105 . |
| Benefits/vesting | One year of life/disability/medical benefits at highest of last 3 years; all unvested stock options immediately vest; 90-day post-termination exercise window . |
| Non-compete / non-solicit | 12 months post-termination (upon receipt of severance) . |
| CoC definition | 24.99%+ beneficial ownership, certain M&A/asset sale transactions, or contested proxy resulting in majority of board seats - -. |
| Severance absent CoC | No severance disclosed for Lynch in non-CoC terminations (table shows $0 before CoC) . |
Pension and Deferred Compensation
| Metric | Lynch |
|---|---|
| Credited service (years) | 42 (as of 12/31/2024) . |
| Present value of accumulated pension benefit | $1,003,083 (as of 12/31/2024; assumptions per plan) . |
| Deferred compensation | No Lynch contributions noted for 2023/2024 (plan available; 2023 participation shown for another NEO only) . |
Pay Versus Performance (context)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR (fixed $100) | $132.75 | $107.35 | $78.83 |
| Net Income (Loss) (thousands) | $7,448 | $(3,346) | $3,601 |
Risk, Policies, and Governance Highlights
- Compensation risk: Compensation/Human Resources Committee, with the CRO, determined executive comp programs are not reasonably likely to have a material adverse effect (reviews in 2023–2024) .
- Clawback posture: Committee asserts authority to retroactively adjust incentive awards upon financial restatements (no restatements reported) .
- Insider trading, hedging/pledging: Hedging is prohibited; pledging generally prohibited except legacy or preapproved limited cases with guardrails (no Lynch pledging disclosed) .
- Ownership reporting: All Section 16(a) reports believed timely for 2024–2025 (one director exception unrelated to Lynch) .
Investment Implications
- Pay-for-performance alignment: No formulaic incentive payouts in 2023–2024; fixed salary and pension accruals dominated pay mix, while the at-risk plan tied to ROA/peer metrics resulted in zero payouts amid weaker earnings—this reduces immediate insider selling pressure from new equity awards (none granted in 2023/2024) but may constrain retention if market pay includes realizable incentives - .
- Retention and change-in-control economics: Lynch’s CoC terms are moderate (1x salary + benefits + one-year pension augmentation; accelerated options) with a 12-month non-compete, suggesting limited “golden parachute” risk and balanced protection in a transaction scenario .
- Ownership alignment: Direct beneficial ownership is small (<1%); however, all listed options are vested with modest tranches expiring in 2026 and 2031, implying limited near-term forced exercise dynamics; company-wide hedging/pledging restrictions support alignment .
- Execution risk and outlook: As CFO/CRO/CIO, Lynch is pivotal in asset/liability management and risk oversight; early 2025 margin expansion and EPS uptick indicate operational momentum, but incentive outcomes remain sensitive to sustained ROA and peer-relative performance .
Note: All figures and terms are sourced from ASRV’s DEF 14A proxy statements and related disclosures as cited.