Charles Zimmerman
About Charles H. Zimmerman
Independent director at Univest Financial Corporation (UVSP) since 2015; age 66 as of the 2025 proxy record date. He is referred to as “Dr.” and has served as teaching pastor at Calvary Church in Souderton for over 30 years, with extensive experience in leadership development and strategic effectiveness through advisory work with family and private companies and CEO peer groups. His background emphasizes community engagement and local economic insight; tenure on the UVSP board is ~10 years as of 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Calvary Church (Souderton) | Teaching Pastor | >30 years | Community leadership and development initiatives |
| Clemens Family Corporation | Lead Director | 2004–2013 | Board leadership for family corporation oversight |
| Various family/private companies | Advisor/Executive Consultant | Not disclosed | Develop advisory boards and migrate to fiduciary boards; leadership development and strategic effectiveness |
| CEO Peer Groups (network) | Leader | Not disclosed | Facilitates confidential collaboration among owners/leaders |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Urban initiatives (multi-sector) | Organizer | Not disclosed | Partnerships across for-profits, non-profits, urban churches, suburban communities for development |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors except CEO Jeffrey M. Schweitzer are independent under NASDAQ/SEC standards; lending/deposit relationships on market terms do not impair independence . |
| Committee Assignments (UVSP) | Audit (Member) ; Compensation (Member) ; Nominating & Governance (Chair) . |
| Attendance | Board met 8 times in 2024; all directors attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting . |
| Lead Independent Director | Joseph P. Beebe (since 2024), chairs Independent Directors Committee . |
| Committee Activity Levels (2024) | Audit met 5x ; Compensation met 5x ; Nominating & Governance met 3x . |
| Board Leadership Structure | Combined Chair/CEO role with Lead Independent Director counterbalance . |
Fixed Compensation (Director)
| Year | Cash Fees ($) | RSUs ($) | Total ($) |
|---|---|---|---|
| 2024 | 65,850 | 37,510 | 103,360 |
Director compensation framework (2024):
- Board cash retainer: $40,000; annual RSUs equivalent to $37,500 at 1/31/2024 grant ($21.24 price) .
- Committee chair retainers: $8,500 (Audit, ERM, Nominating & Governance, Compensation); $4,500 (CRA, Trust) .
- Committee membership retainers: $11,000 (Executive), $6,000 (others) .
- Mandatory retirement age: 72; extendable by Board up to 3 years .
Performance Compensation (Director)
| Grant Date | Award Type | Units Granted | Grant-Date Fair Value ($) | Vesting Basis |
|---|---|---|---|---|
| 1/31/2024 | Service-based RSUs | 3,056 (outstanding unvested per director) | 37,510 | Service-based; directors do not receive performance-conditioned equity; dividends accrue and pay at vesting; no rights on unvested units . |
No performance metrics are tied to director equity awards (service-based only); anti-hedging and anti-pledging policies apply to directors .
Other Directorships & Interlocks
| Company | Type | Role | Period | Notes |
|---|---|---|---|---|
| Clemens Family Corporation | Private | Lead Director | 2004–2013 | Family corporation; no UVSP related-party exposure disclosed . |
No current public company directorships disclosed; no disclosed interlocks with competitors, suppliers, or customers .
Expertise & Qualifications
- Governance and board-building: Advisory work transitioning advisory boards to fiduciary boards; leads CEO peer networks .
- Community and strategic leadership: Urban initiatives spanning multiple sectors; local economy knowledge .
- Nominating & Governance leadership: Chairs UVSP Nominating & Governance Committee overseeing board composition, ESG-related governance strategy; committee independence affirmed .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Charles H. Zimmerman | 15,334 | <1% | Table excludes ESPP accruals; includes voting/investment power across family/controlled accounts; no securities pledged; RSUs and options vesting within 60 days included per footnote; directors also had 3,056 unvested RSUs outstanding as of 12/31/2024 (not included in beneficial count table) . |
Ownership policies:
- Director stock ownership guideline: 10,000 shares within 5 years; RSUs count; directors with 5+ years are in compliance . Zimmerman’s 15,334 shares exceed guideline .
- Prohibitions: Hedging and pledging of UVSP stock; margin accounts prohibited .
Governance Assessment
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Strengths:
- Independent director; chairs Nominating & Governance; serves on Audit and Compensation—positions central to board effectiveness, oversight, and pay governance .
- Ownership alignment above guideline; no pledging; anti-hedging policy in place .
- Board and committee activity/attendance adequate; directors attended at least 75% and annual meeting .
- Compensation Committee uses independent consultant (McLagan); committee independence affirmed; no consultant conflicts .
- Say-on-pay support strong (97% in 2024), indicating positive shareholder sentiment on compensation governance .
-
Potential watch items:
- Combined Chair/CEO structure can be a governance risk; mitigated by Lead Independent Director and robust committee framework (Zimmerman’s chair role contributes to counterbalance) .
- Related-party banking relationships exist in ordinary course; minimal size (loans to insiders 0.01% of equity) and compliant with Reg O; monitor ongoing transparency .
- Director RSUs are service-based (no performance linkage), which is standard but offers limited pay-for-performance alignment at the board level; ensure continued adherence to ownership guidelines and clawback/insider policies .
-
No red flags disclosed:
- No pledging; hedging prohibited .
- No unfavorable related-party terms; minimal exposure .
- Attendance threshold met; no low attendance disclosed .