Domenick Cama
About Domenick A. Cama
Independent Director of Univest Financial Corporation since 2024; age 68. Background includes President of NYC Metro and New Jersey Market at Citizens Financial Group until retirement in 2024, and prior President/COO of Investors Bancorp and Investors Bank (beginning 2008), CFO of Investors Bank (2003–2008). Education: BA in Economics and MS in Finance from Pace University. Tenure on UVSP board began October 1, 2024 (appointed Alternate Director August 1, 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citizens Financial Group | President, NYC Metro & New Jersey Market | Until retirement in 2024 | Senior market leadership for regional banking |
| Investors Bancorp / Investors Bank | President & COO; Director (Investors Bancorp and Investors Bank) | COO/President from 2008; Director since 2011 | SEC‑reporting financial institution operations oversight |
| Investors Bank | Chief Financial Officer | 2003–2008 | Financial leadership, reporting |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Catholic Charities of Brooklyn and Queens | Board member | Current | Non‑profit governance |
| Cathedral Club of Brooklyn | Board member | Current | Community leadership |
Board Governance
- Committee assignments (UVSP): Enterprise‑Wide Risk Management Committee member; no chair roles listed for Cama .
- Independence: Board determined all Directors except the CEO (Schweitzer) are independent; lending/deposit relationships at the bank do not impair independence if compliant with Regulation O and standard terms .
- Attendance: Board met eight times in 2024; all Directors attended at least 75% of Board and committee meetings; all Directors attended the 2024 annual meeting .
- Years of service: Director since 2024 (Alternate Director from Aug 1, Director from Oct 1) .
- Lead Independent Director: Joseph P. Beebe; independent directors meet in executive session regularly .
- Risk oversight: Enterprise‑Wide Risk Management Committee met four times in 2024; chaired by Thomas M. Petro; scope covers IT/cybersecurity and broad risk domains .
| Committee | Membership | Chair |
|---|---|---|
| Enterprise‑Wide Risk Management | Member | Chair: Thomas M. Petro |
| Audit | Not listed as member | Chair: Todd S. Benning |
| Compensation | Not listed as member | Chair: Joseph P. Beebe |
| Nominating & Governance | Not listed as member | Chair: Charles H. Zimmerman |
| Executive | Not listed as member | Chair: CEO Schweitzer |
| Community Reinvestment Act (Bank) | Not listed as member | Chair: Natalye Paquin |
| Trust (Bank) | Not listed as member | Chair: Thomas M. Petro |
Fixed Compensation
| Element | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $8,333 | Appointed Alternate Director Aug 1, 2024; Director Oct 1, 2024 |
| 2024 Director RSUs | $0 (none granted) | Not granted RSUs due to late‑year appointment |
| Standard Board Cash Retainer | $40,000 annual (paid quarterly) | Applies to non‑employee Directors |
| Standard Annual Director RSUs | ~$37,500 grant value (priced at grant) | RSUs granted Jan 31, 2024 at $21.24; Cama excluded in 2024 |
| Committee Chair Additional Retainers | $20,000 Independent Directors; $8,500 Audit/Comp/Nom/EWRM; $4,500 CRA/Trust | Paid quarterly |
| Committee Member Retainers | $11,000 Executive; $6,000 for other committees | Paid quarterly |
| Mandatory Retirement Age | 72 (extendable up to 3 years by Board) | Governance policy |
Performance Compensation
- Directors receive service‑based RSUs (typical annual grant), not performance‑based awards; no disclosed performance metrics apply to Director compensation .
| Performance Metric | Applies to Director Pay? |
|---|---|
| Any performance metric tied to Director equity grants | None disclosed |
Other Directorships & Interlocks
| Company/Organization | Type | Role | Potential Interlock/Conflict Notes |
|---|---|---|---|
| Investors Bancorp / Investors Bank | Public company (acquired 2022) / Bank | Director (since 2011) | Prior board role at a regional bank; no current UVSP disclosed related‑party exposure beyond ordinary‑course lending policies |
| Citizens Financial Group | Public company | Senior executive (market president) | Not a director; retired 2024 |
| Catholic Charities of Brooklyn and Queens | Non‑profit | Director | No related‑party transactions indicated |
| Cathedral Club of Brooklyn | Non‑profit | Director | No related‑party transactions indicated |
Expertise & Qualifications
- Finance and operations: Former CFO (2003–2008) and COO/President (from 2008) of Investors Bank/Bancorp; deep experience in SEC‑reporting financial institution operations .
- Market leadership: Citizens Financial Group regional president; banking market strategy .
- Education: BA Economics; MS Finance (Pace University) .
- Board qualification emphasis: Provides extensive knowledge of operations of SEC‑reporting financial institutions; community and non‑profit leadership experience .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership (shares) | 0 (— in table) | As of Feb 7, 2025 |
| Ownership % of outstanding | <1% | As disclosed |
| RSUs outstanding (as of 12/31/2024) | 0 | Directors generally had 3,056 RSUs; Cama had none in 2024 |
| Shares pledged as collateral | None (policy and footnote indicate no securities pledged) | |
| Director Stock Ownership Guideline | 10,000 shares within five years of becoming Director/Alternate Director | Unvested RSUs count toward guideline |
| Hedging/pledging policy | Prohibited for Directors | Anti‑hedging and anti‑pledging policies |
Governance Assessment
- Committee alignment and risk oversight: Cama serves on Enterprise‑Wide Risk Management, aligning with his finance/operations background; risk governance is robust with quarterly info‑security updates and documented cyber incident response plan .
- Independence and engagement: Board classifies all Directors except the CEO as independent; independent directors hold executive sessions; Board met eight times in 2024 with at least 75% attendance by all Directors .
- Director pay and alignment: Standard structure mixes cash retainer and annual service‑based RSUs; Cama’s 2024 compensation was limited to pro‑rated cash due to late appointment and no RSU grant . Director ownership guideline requires 10,000 shares within five years, with anti‑hedging/pledging safeguards .
- Related‑party exposure: Loans or banking transactions with Directors are ordinary‑course, Regulation O compliant, and minimal (0.01% of equity); Audit Committee reviews and approves related‑party transactions per policy .
- Shareholder sentiment: 2024 say‑on‑pay support at 97% indicates broad approval of compensation practices, reinforcing investor confidence in governance oversight (contextual signal) .
RED FLAGS
- Low current ownership: As of Feb 7, 2025, Cama reported 0 shares and no RSUs outstanding; guideline requires 10,000 shares within five years of appointment, so monitoring progress toward compliance is warranted .
- Dual Chairman/CEO: UVSP combines Chair and CEO roles; mitigated by a Lead Independent Director and independent committee structure, but investors often scrutinize combined roles; structure rationale and independent oversight are disclosed .
SHAREHOLDER‑FRIENDLY POLICIES
- Anti‑hedging/pledging prohibitions and insider trading policy .
- Clawback policy aligned with SEC/NASDAQ rules for Section 16 officers (applies generally to incentive‑based compensation) .
- Director resignation policy in case of majority withheld vote .