Richard W. Bloomingdale
About Richard W. Bloomingdale
Independent Class I director at AmeriServ Financial, Inc. (ASRV); age 72; director since 2023. Recently retired President of the Pennsylvania AFL-CIO (served 12 years), previously Secretary-Treasurer; more than four decades in labor relations. Education: University of Arizona, bachelor’s degree in government. Board believes his finance and labor experience strengthens human capital management and supports expansion of union business across Pennsylvania .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pennsylvania AFL-CIO | President | 12 years | Led a statewide labor federation; deep labor relations and human capital expertise cited by ASRV board as valuable to the company . |
| Pennsylvania AFL-CIO | Secretary-Treasurer | Not disclosed | Senior financial/administrative leadership in labor federation; contributes to board oversight of HR and workforce strategy . |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Public company directorships | — | None current | No other public company boards currently; none in the past 5 years . |
| Non-profit/academic/private boards | — | Not disclosed | No additional roles disclosed for Bloomingdale in the proxy . |
Board Governance
- Independence: Board determined all current directors except the CEO (Jeffrey A. Stopko) are independent; Bloomingdale is independent under NASDAQ rules .
- Committee assignments (as of June 15, 2025): Vice Chair, Technology Committee; Member, Audit Committee; Member, Compensation/Human Resources Committee .
- Attendance/engagement: In 2024 the Board held 13 meetings; Audit 8; Compensation/Human Resources 2; Technology 4; Investment/ALCO 4; Nominating 2; Executive sessions (excluding management) 2. Each director attended at least 75% of combined Board and committee meetings and attended ASRV’s 2024 annual meeting .
- Board leadership and governance: Non-Executive Chairman (J. Michael Adams) separate from CEO; risk oversight through CRO briefings and committee structure; written charters and codes posted on governance site .
Committee Roles – Detailed
| Committee | Role | Key Responsibilities |
|---|---|---|
| Technology | Vice Chair | IT deployment oversight, cybersecurity preparedness, disaster recovery/business continuity, strategic technology plan . |
| Audit | Member | Auditor oversight, internal audit/loan review, financial reporting integrity, compliance, auditor independence, pre-approval of services . |
| Compensation/H.R. | Member | Executive/director pay oversight, incentive risk review, succession plans; retained independent consultant (Strategic Compensation Planning, Inc.) in 2024 . |
Fixed Compensation (Director)
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 34,484 | 27,536 | 62,024 | Annual retainer of $27,500 paid in common stock; shares purchased in the open market amounted to 10,602 shares for each non-employee director; board/committee meeting fees paid in cash . |
Performance Compensation
- No performance-based director compensation disclosed (no RSUs/PSUs or option grants tied to metrics for directors; annual equity retainer is fixed-share purchase in the open market) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public company boards | None |
| Prior 5-year public company boards | None |
| Interlocks/conflicts | None disclosed for Bloomingdale; board reviewed director independence semi-annually and disclosed specific related-party situations for other directors (e.g., Kunkle janitorial services; Pasquerilla pledged shares) but none for Bloomingdale . |
Expertise & Qualifications
- Labor relations/human capital: More than four decades; led Pennsylvania AFL-CIO; board explicitly cites value for expanding union business and strengthening HCM .
- Governance/oversight: Active roles across Technology, Audit, and Compensation committees enhance board effectiveness in cybersecurity, financial reporting, and incentive risk .
- Education: University of Arizona, BA in government .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Richard W. Bloomingdale | 21,206 | <1% (asterisked in proxy) | Beneficial ownership as of May 15, 2025 record date; no pledges disclosed for Bloomingdale; company prohibits hedging/pledging post-9/1/2015 absent prior board approval . |
Insider Trades
| Filing Date | Form | Summary | Source |
|---|---|---|---|
| 2025-03-03 | Form 4 | Insider transaction reported for Richard W. Bloomingdale; details available in SEC filing (transaction specifics not summarized in proxy). |
Governance Assessment
- Board effectiveness: Bloomingdale’s cross-committee roles (Technology vice chair; Audit; Compensation) support effective oversight of cyber risk, financial integrity, and incentive structures; independence affirmed .
- Alignment: Ongoing equity retainer paid in stock plus personal ownership (21,206 shares) indicates baseline “skin-in-the-game”; no pledging disclosed; company discourages hedging/pledging post-2015 without board approval .
- Attendance/engagement: Meets minimum 75% attendance requirement; present at annual meeting—supports investor confidence in governance continuity .
- Compensation oversight: Participation on Compensation/H.R. Committee with use of an independent consultant (Strategic Compensation Planning, Inc.) is a positive signal; committee benchmarks director pay vs. similar asset-size peer banks and encourages director stock ownership .
Shareholder Voting Signals (Context)
| Proposal (2025 Annual Meeting) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Say-on-Pay (Matter No. 2) | 6,194,419 | 4,641,996 | 224,214 | 2,605,968 |
| Say-on-Pay Frequency (Matter No. 3) | 1 Year: 9,143,244 | 2 Years: 36,087 | 3 Years: 1,794,074 | Abstain: 87,224; Broker Non-Votes: 2,605,968 |
- Implications: Majority support for annual say-on-pay frequency; say-on-pay approval margin suggests investors are engaged and divided on executive compensation—underscores the importance of Compensation/H.R. Committee oversight where Bloomingdale serves .
RED FLAGS
- None disclosed specific to Bloomingdale: no related-party transactions, no pledging, independence affirmed, and attendance threshold met .