Jeffrey Schweitzer
About Jeffrey Schweitzer
Jeffrey M. Schweitzer is Chairman of the Board, President and CEO of Univest Financial Corporation (UVSP) and Chairman and CEO of Univest Bank and Trust Co.; he has over 25 years in financial services and has served as CFO (2007–2013), President & COO (2013), CEO (2014–present) and assumed the Chair role on January 1, 2024. Age 51; Director since 2013; he also serves on non-profit boards in Univest’s markets and the Board of the Pennsylvania Bankers Association; from 2019–2024 he was the Federal Reserve Bank of Philadelphia’s representative on the Federal Advisory Council . 2024 corporate performance highlights under his leadership: Adjusted PTPP-NCO of $97.4M (+3.6% YoY), ROAA 0.96%, ROE 8.85%, efficiency ratio 65.7%, Diluted EPS +7.1% YoY; organic loan growth +3.9%, deposit growth +6.0%; repurchased 802,535 shares (2.8% of shares outstanding) while growing tangible book value per share +9.0% . Pay-versus-performance shows 2024 cumulative TSR of $130.73 vs $111.03 for the NASDAQ Bank Index peer group since 12/31/2019; Net Income $75.9M and Adjusted PTPP $97.63M for 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Univest Financial Corporation | Chief Financial Officer | 2007–2013 | Built finance foundation leading to promotion; extensive knowledge of operations . |
| Univest Financial Corporation | President & Chief Operating Officer | 2013 | Transition role to executive leadership . |
| Univest Financial Corporation | President & Chief Executive Officer | 2014–present | Led expansion, disciplined growth, and digital change; unified leadership message . |
| Univest Financial Corporation | Chairman of the Board | 2024–present | Combined Chair/CEO to align strategy; Lead Independent Director appointed for independent oversight . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Pennsylvania Bankers Association | Director | Current |
| Federal Advisory Council (Federal Reserve System) | Philadelphia Fed Representative | 2019–2024 |
| Various local non-profit boards | Director | Current |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % of Salary | Actual Bonus Paid ($) |
|---|---|---|---|
| 2022 | 775,000 | 60.0% | 576,506 |
| 2023 | 806,000 | 60.0% | 250,572 |
| 2024 | 806,000 | 60.0% | 528,061 |
| 2025 | 830,000 (approved) | — | — |
Notes:
- 2024 annual incentive paid at 109.2% of target; CEO payout 65.5% of salary ($528,061) .
- 2024 CEO at-risk target mix: 46.9% of total direct compensation performance-based .
Performance Compensation
Annual Incentive Plan Structure and Outcomes (2024)
| Metric | Weight | Threshold | Target | Optimum | Actual | Achievement vs Target | Weighted Performance |
|---|---|---|---|---|---|---|---|
| Adjusted PTPP ($000s) | 25.0% | 77,016 | 96,270 | 115,524 | 97,627 | 103.5% | 32.4% |
| Adjusted PTPP ROAE (%) | 15.0% | 9.20 | 11.50 | 13.80 | 11.38 | 96.9% | 18.2% |
| Adjusted Efficiency Ratio (%) | 15.0% | 70.2 | 67.7 | 65.2 | 66.5 | 124.5% | 23.3% |
| NPAs/Total Assets (relative) (%) | 15.0% | 0.68 | 0.43 | 0.18 | 0.45 | 97.2% | 18.2% |
| NCOs / Avg Loans & Leases (relative) (%) | 10.0% | 0.24 | 0.16 | 0.08 | 0.06 | 155.3% | 19.4% |
| Total Corporate Performance | 80.0% | — | — | — | — | 111.5% | — |
| Individual Performance Component | 20.0% | — | Paid at Target | — | — | — | — |
| Payout | — | — | 100% of Target | — | — | — | 109.2% of Target |
Notes: Committee-approved adjustments excluded MSR sale and BOLI death benefits; certain 2024 thresholds set below 2023 actuals given rate environment and deposit competition .
Long-Term Incentives (LTI) – Grants and Vesting
| Award Type | Grant Date | Units (Target) | Vesting | Performance Curve / Conditions | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| Performance RSUs (2024) | 3/15/2024 | 18,748 | Cliff vest 3/15/2027, subject to continued employment | 50% vs S&P US SmallCap Banks PTPP-NCO ROAA percentile (50th target); 50% vs 3-year adjusted PTPP-NCO (Target) | 366,711 |
| Service RSUs (2024) | 3/15/2024 | 8,037 | 3 equal annual tranches starting 3/15/2025 | Time-based vesting; dividends deferred to vest | 157,204 |
| Performance RSUs (2023) | 3/15/2023 | 14,740 (target) | Cliff vest 3/15/2026 | 150% cap; metrics based on plan | — |
| Performance RSUs (2022) | 3/15/2022 | 11,538 | Settle 3/15/2025 | Vest rate 105.4% from 85.0% ROAA test and 125.7% cumulative PTPP-NCO test | — |
Dividend equivalents accrue but are only paid in cash upon vest based on vested units; no voting rights on unvested units .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 134,987 shares; includes 44,800 shares acquirable within 60 days via vested options and RSU vesting; less than 1% of outstanding . |
| Outstanding Awards (as of 12/31/2024) | Options: 12,277 @ $28.15 exp. 1/31/2027; 13,933 @ $28.50 exp. 3/15/2028 . Unvested stock awards include PBRSUs at target: 12,156 (2022), 14,740 (2023), 18,748 (2024); SBRSUs: 1,649 (2022), 4,212 (2023), 8,037 (2024) . |
| 2024 Exercises/Vesting | Options exercised: 23,577; value realized $160,531. RSU vesting shares: 17,692; value realized $346,056 . |
| Ownership Guidelines | CEO must hold 3.0x salary; compliance required within 5 years; each NEO with ≥5 years is in compliance . |
| Pledging/Hedging | Insider Trading Policy prohibits hedging, pledging, short selling; margin accounts banned . |
| Shares Pledged | None; no securities pledged as collateral . |
Vesting cadence (pressure window): 2022 PBRSUs vest 3/15/2025; 2023 PBRSUs vest 3/15/2026; 2024 SBRSUs vest annually 2025–2027; 2024 PBRSUs cliff 3/15/2027 .
Employment Terms
| Provision | Terms |
|---|---|
| Change-in-Control Agreement | Term renews annually unless non-renewal; covers 9 months before to 1 year after CoC . |
| Severance (CoC) | Lump sum = 2x highest base salary (current + 2 prior years) + 2x average cash bonus (current + 2 prior years) + 2 years medical benefits or cash equivalent . |
| CEO Estimated CoC Cash | Salary $1,660,000 + Bonus $903,426 + Benefits $26,494 = Total $2,589,920 (as of 12/31/2024) . |
| Equity Acceleration (CEO) | CoC acceleration: 58,924 RSU units; aggregate intrinsic value $1,738,847 at $29.51; death/disability pro-rata acceleration for PBRSUs; SBRSUs full vest on death/disability . |
| Non-Compete/Non-Solicit | 6 months if voluntary termination (non-CoC); with severance benefits, period mutually set 6–24 months . |
| Clawback | 3-year lookback for Section 16 officers upon material restatement per SEC/NASDAQ rules . |
| Tax Gross-Ups | No excise tax gross-ups; 280G cutback if financially beneficial after considering covenant value . |
Board Governance
- Dual role: Schweitzer is Chairman and CEO since 2024; the Board appointed a Lead Independent Director (Joseph P. Beebe) to ensure independent oversight, regular executive sessions without management, and an Independent Directors Committee to balance governance .
- Independence: All Directors except Schweitzer are independent under NASDAQ and SEC rules; permissive banking relationships per Regulation O do not impair independence .
- Committees: Schweitzer chairs the Executive Committee and serves on Enterprise-Wide Risk Management, Community Reinvestment Act, and Trust Committees; participates in other committees in advisory capacity .
- Board activity and attendance: Board met eight times in 2024; all Directors attended ≥75% of Board and committee meetings .
Compensation Structure Analysis
- Mix and market positioning: Base salaries targeted near 50th percentile; cash and equity incentives near 50th percentile when targets met; independent consultant McLagan advises the Committee; 2024 say-on-pay approval was 97% .
- Shift to RSUs over options: No stock options granted in 2024; LTI delivered via 70% performance RSUs and 30% service RSUs emphasizing long-term profitability/credit quality vs peers and internal PTPP-NCO targets .
- At-risk alignment: CEO’s target direct compensation had 46.9% performance-based; 2024 annual incentive paid 109.2% of target; 2022–2024 PBRSU cycle vested at 105.4% based on below-target ROAA percentile offset by above-target cumulative PTPP-NCO .
- Governance protections: Clawback policy; prohibitions on hedging/pledging; no excise tax gross-ups; single-trigger vesting avoided; no spring-loading/backdating .
Performance & Track Record
- 2024 operating achievements: Loan growth +$259.4M (+3.9%), deposit growth +$383.5M (+6.0%); NII -4.0% YoY, noninterest income +14.6% YoY; nonperforming assets/total assets 0.41%; net charge-offs/avg loans 0.06%; repurchased 802,535 shares (2.8% of SO) and increased tangible common equity book value per share by $2.02 (+9.0%) .
- Technology and efficiency: Renewed core provider contract (Jack Henry) for long-term savings; launched RTP and FedNow receive-only; Lean Six Sigma training; Innovative Technologies Committee with AI focus .
- Pay-vs-performance alignment: 2024 CAP and TSR above peer TSR since 2019 baseline; Committee identified Adjusted PTPP as most important performance measure linking pay to outcomes .
Equity Ownership & Alignment – Detailed Vesting Schedule
| Grant Date | Type | Vest Dates | Units (CEO) |
|---|---|---|---|
| 3/15/2022 | PBRSU | 3/15/2025 (105.4% vest rate achieved) | 12,156 (at target) |
| 3/15/2023 | PBRSU | 3/15/2026 | 14,740 (at target) |
| 3/15/2024 | PBRSU | 3/15/2027 | 18,748 (target) |
| 3/15/2022 | SBRSU | 1/3 annually: 2023, 2024, 2025 | 1,649 |
| 3/15/2023 | SBRSU | 1/3 annually: 2024, 2025, 2026 | 4,212 |
| 3/15/2024 | SBRSU | 1/3 annually: 2025, 2026, 2027 | 8,037 |
Insider selling pressure indicators: 2024 option exercises (23,577 shares) and RSU vesting (17,692 shares); scheduled annual SBRSU vesting through 2027 and PBRSU cliffs in 2025/2026/2027 could create periodic liquidity events; hedging/pledging prohibited mitigates misalignment risk .
Compensation Peer Group and Committee
- 2024 peer group of 21 regional banks used for benchmarking; unchanged from prior year; includes WSFS, Park National, Lakeland Financial, NBT, etc. .
- Compensation Committee members: Joseph P. Beebe (Chair), Martin P. Connor, Robert C. Wonderling, Charles H. Zimmerman; all independent .
- Committee met five times in 2024; retains independent consultant (McLagan) without conflicts; oversees HR-related ESG alignment .
Related Party Transactions
Ordinary-course lending and banking relationships with Directors/Executives were on market terms, compliant with Regulation O; loans to Executives/Directors and affiliates equal 0.01% of total shareholders’ equity as of 12/31/2024; Audit Committee reviews and ratifies related party transactions .
Employment Terms – Life Insurance and Post-Employment Equity
- BOLI split-dollar: death benefit equals 2x base salary for covered executives; CEO benefit $1,612,000 at 2024 base salary; equity acceleration and intrinsic values provided for death/disability and CoC scenarios .
- 2024 end-of-year closing price used for intrinsic values: $29.51 .
Investment Implications
- Alignment and incentives: High share of at-risk pay (PBRSUs weighted 70% of LTI) linked to profitability and credit quality vs peer banks, plus internal PTPP-NCO targets, supports pay-for-performance; robust clawback and anti-hedging/pledging policies reduce governance risk .
- Selling pressure windows: Sequenced SBRSU vesting (2025–2027) and PBRSU cliffs (2025/2026/2027), together with documented 2024 option exercises and vestings, imply periodic share supply events; however, policy prohibitions reduce hedging/pledging risk; monitor Form 4 filings around mid-March vest dates for flow impacts .
- Retention and CoC risk: Double-trigger CoC protections at 2x salary+bonus and equity acceleration provide security but could raise deal-related payout magnitude; non-compete/solicit terms and annual auto-renewed agreements suggest manageable retention risk structure .
- Governance structure: Combined Chair/CEO role offset by a strong Lead Independent Director and independent committees; independence of all Directors except Schweitzer and routine executive sessions enhance oversight quality; say-on-pay support (97%) indicates investor acceptance of compensation design .