Anne Vazquez
About Anne Vazquez
Anne Vazquez (age 44) is an independent director of Univest Financial Corporation (UVSP) since 2023. She is a General Partner at NewSpring Capital and NewSpring Mezzanine Capital, bringing 20+ years in underwriting, investing in, and growing mid‑market companies; earlier roles include Senior Analyst (financial analysis compliance) at a private equity/global asset manager and Senior Associate in KPMG’s Assurance practice. She holds a Master of Accounting from Villanova University and a BS from the University of Rhode Island .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private equity and global asset management firm | Senior Analyst, Financial Analysis Compliance Team | Not disclosed | Compliance/analytics background |
| KPMG LLP | Senior Associate, Assurance Practice | Not disclosed | Audit/assurance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NewSpring Capital / NewSpring Mezzanine | General Partner | 2008–present (service at NewSpring since 2008) | Invests in and serves on various portfolio company boards |
| Holy Child School at Rosemont | Board member | Not disclosed | Non‑profit governance |
| Association for Corporate Growth (Philadelphia) | Board member | Not disclosed | Middle‑market network leadership |
| Notre Dame Academy de Namur | Board of Trustees, Chair (prior) | Not disclosed | Prior board chair role |
Board Governance
| Attribute | Details |
|---|---|
| Independence | Independent (Board determined all directors except the CEO are independent under NASDAQ and SEC rules) |
| Board/Committee attendance | Board met 8 times in 2024; all directors attended ≥75% of Board and committee meetings of which they were members; all directors attended the 2024 annual meeting |
| Board tenure | Director since 2023 |
| Current committee assignments | Trust Committee (Bank subsidiary); no chair roles disclosed |
| Lead independent structure | Lead Independent Director in place (Joseph P. Beebe), with independent director executive sessions held after each Board meeting and at least twice a year |
| ESG/governance process | Nominating & Governance oversees board composition and ESG strategy; all members independent |
Fixed Compensation (Director)
| Component | Structure | 2024 Amount (Vazquez) |
|---|---|---|
| Board cash retainer | $40,000 annual cash retainer (paid quarterly) | $33,200 (fees earned/paid in cash) |
| Committee retainers (membership) | $6,000 per committee (incl. Trust) | Included in cash above (not itemized) |
| Committee chair retainers | $20,000 (Independent Directors Committee); $8,500 (Audit, ERM, N&G, Compensation); $4,500 (CRA, Trust) | None disclosed for Vazquez |
| Meeting fees | None disclosed beyond retainers | — |
Notes: Vazquez’s 2024 cash of $33,200 is below the standard retainer plus typical committee retainer; the proxy does not provide the timing/breakdown; amounts above reflect reported totals .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Units | Grant Date Fair Value | Vesting/Other |
|---|---|---|---|---|
| Service‑based RSUs (Director annual grant) | 2024‑01‑31 | 1,766 (implied) | $37,510 | Service‑based; director awards accrue dividend equivalents but no dividends/ownership until vesting; equivalents paid in cash when shares issue |
- The director equity table shows each director has 3,056 unvested RSUs outstanding at 12/31/2024, except Ms. Vazquez who has 1,766 (consistent with one grant) .
- Director awards are service‑based RSUs; no performance metrics attached to director equity grants .
Other Directorships & Interlocks
| Company Type | Entity | Role | Interlock/Conflict Note |
|---|---|---|---|
| Public company boards | — | — | No current public company directorships disclosed |
| Private/non‑profit | As above (Holy Child School at Rosemont; ACG Philadelphia; prior Notre Dame Academy de Namur) | Board roles | No related‑party transactions disclosed involving Vazquez; Audit Committee reviews related‑party items per policy |
Expertise & Qualifications
- Private equity investing and portfolio company board experience; underwriting/growth of mid‑market companies .
- Audit/assurance foundation (KPMG) and compliance analytics at a PE/asset manager .
- Advanced accounting education (MAcc, Villanova); BS, University of Rhode Island .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial ownership (2/7/2025) | 5,000 shares | <1% of outstanding; no securities pledged |
| Unvested RSUs outstanding (12/31/2024) | 1,766 units | From director equity disclosure |
| Shares outstanding (record date) | 29,001,673 | As of 2/7/2025 |
| Ownership % of o/s (approx.) | ~0.017% | Calculated from 5,000 / 29,001,673; underlying figures cited |
| Director stock ownership guideline | 10,000 shares within five years of becoming a director (RSUs count) | Directors with ≥5 years are in compliance; Vazquez is within the 5‑year window |
| Hedging/pledging | Prohibited by company policy; no pledging reported in ownership table | Insider Trading Policy bans hedging and pledging |
Governance Assessment
-
Strengths
- Independence and clean related‑party profile: Board deems her independent; related‑party transactions are immaterial and reviewed by Audit Committee; director/customer lending under Reg O does not impair independence .
- Relevant capital allocation and governance skillset: private equity and KPMG assurance background supports oversight of risk, capital deployment, and growth initiatives .
- Board process/controls: strong policies on hedging/pledging, insider trading, clawbacks (for executives), director ownership guidelines, and structured independent leadership/exec sessions—favorable for investor alignment .
- Shareholder alignment indicator: 2024 say‑on‑pay supported by 97% of votes cast (signals broad investor confidence in compensation governance) .
-
Watch items
- Committee footprint: currently limited to the Bank’s Trust Committee; no audit/compensation/risk roles disclosed—limits direct influence on key oversight levers; investors may monitor future committee placements for deeper governance impact .
- Ownership build: guideline requires 10,000 shares within five years; current beneficial ownership of 5,000 shares plus unvested RSUs of 1,766 indicates progress but not yet at guideline level (within required time window; status not disclosed) .
- Cash retainer variance: 2024 cash fees reported at $33,200 (below standard retainer + typical committee retainer); proxy does not provide reasons; investors may seek clarification on timing/proration .
Related‑Party Exposure and Conflicts
- Policy framework: Audit Committee must approve/ratify related‑party transactions under Item 404; loans to directors/officers are ordinary‑course, on market terms, and totaled 0.01% of shareholders’ equity at 12/31/2024 .
- Independence determinations explicitly permit compliant lending and standard deposit relationships without impairing independence .
- No Vazquez‑specific related‑party transactions are disclosed in the proxy .
Director Compensation Detail (2024)
| Metric | Amount |
|---|---|
| Fees earned/paid in cash | $33,200 |
| RSU grant (service‑based) | $37,510 (grant date fair value at $21.24) |
| Total | $70,710 |
- Director compensation structure (standard, 2024): $40,000 annual cash retainer; annual RSUs ~$37,500; committee chair retainers ($20,000 Independent Directors Committee; $8,500 Audit/ERM/N&G/Compensation; $4,500 CRA/Trust); committee membership retainers ($6,000 most committees; $11,000 Executive) .
Committee Assignments Snapshot (as of Feb 7, 2025)
| Committee | Member | Chair |
|---|---|---|
| Trust (Bank) | Yes | No |
| Audit | No | — |
| Compensation | No | — |
| Nominating & Governance | No | — |
| Enterprise‑Wide Risk Management | No | — |
| Executive | No | — |
| Community Reinvestment Act (Bank) | No | — |
Policies Relevant to Investor Alignment
- Insider Trading Policy prohibits hedging and pledging; strict blackout windows; timing guidelines for equity grants .
- Clawback policy compliant with SEC/NASDAQ rules (exec incentive comp) .
- Director resignation policy in majority‑withhold situations; stock ownership guideline of 10,000 shares within five years .
Summary Implications for Investor Confidence
- Vazquez adds private‑equity underwriting and governance expertise valuable for credit discipline and capital deployment oversight at a regional bank; independence and policy scaffolding are solid .
- Limited committee influence today suggests modest direct effect on audit/compensation/risk oversight; track future committee rotations for enhanced board effectiveness signals .
- Ownership build appears on track within policy window; no hedging/pledging and no disclosed conflicts support alignment; very strong 2024 say‑on‑pay vote reinforces governance credibility .