Martin Connor
About Martin P. Connor
Independent director of Univest Financial Corporation (UVSP) since 2022; age 60. He is CFO of Toll Brothers, Inc. (NYSE: TOL) since 2010; previously CFO & Director of Operations at O’Neill Properties and Audit/Advisory Partner at Ernst & Young; BBA in Accountancy (Notre Dame), Certified Public Accountant; recognized as an audit committee financial expert .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Toll Brothers, Inc. (NYSE: TOL) | Chief Financial Officer (Senior Vice President & CFO) | 2010–present | Senior finance leadership at a public company; signatory officer |
| O’Neill Properties | CFO & Director of Operations | Prior to 2010 | Diversified commercial real estate operations (Mid-Atlantic) |
| Ernst & Young | Audit & Advisory Business Services Partner | Prior to O’Neill Properties | Public company oversight and governance experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Federal Reserve Bank of Philadelphia | Economic & Community Advisory Council member | Current | Regional economic advisory role |
| Holy Ghost Preparatory School | Chairman, Board of Trustees | Current | Non-profit leadership |
| Business Leaders Organized for Catholic Schools (BLOCS) | Executive Board Member | Current | Non-profit leadership |
Board Governance
- Independence: The Board determined all directors except the CEO (Schweitzer) are independent under NASDAQ and SEC rules; therefore Connor is independent .
- Committees: Member – Audit Committee; Member – Compensation Committee; not a chair .
- Audit Committee: All members independent; committee met five times in 2024; Connor designated by the Board as an audit committee financial expert .
- 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 .
- Board leadership: Lead Independent Director is Joseph P. Beebe; CEO serves as Chair .
Fixed Compensation
| Year | Cash Fees ($) | Equity (RSUs) Grant-Date Fair Value ($) | Total ($) |
|---|---|---|---|
| 2024 | 48,600 | 37,510 (service-based RSUs; 1/31/2024 grant) | 86,110 |
Director fee structure (2024):
- Annual cash retainer: $40,000
- Annual RSUs: $37,500 equivalent; priced at close on grant date (1/31/2024; $21.24)
- Committee retainers (member): $6,000 per committee (Audit, Compensation, Nominating & Governance, Enterprise Risk, CRA, Trust)
- Committee chair retainers: $8,500 (Audit, Enterprise Risk, Nominating & Governance, Compensation); $4,500 (CRA, Trust); $20,000 Independent Directors Committee
- Executive Committee retainer: $11,000
Performance Compensation
- Director equity is service-based RSUs (no performance metrics disclosed for non-employee directors) .
- Recent director RSU awards to Connor:
- 1,290 RSUs granted 1/31/2023 (Form 4)
- 1,766 RSUs granted 1/31/2024 (Form 4; aligns with $37,500 at $21.24)
- 1,399 RSUs granted 1/31/2025 (Form 4)
Other Directorships & Interlocks
| Company | Role | Committee Roles |
|---|---|---|
| Univest Financial Corporation (UVSP) | Director (since 2022) | Audit Committee member; Compensation Committee member |
- No other public-company directorships disclosed in Univest’s proxy; external employment as CFO of Toll Brothers (officer, not director) .
Expertise & Qualifications
- CPA; BBA in Accountancy, University of Notre Dame .
- Audit committee financial expert designation by the Board .
- Extensive public company finance and governance background (CFO of TOL; former EY partner) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Feb 7, 2025) | 6,310 shares; less than 1% of shares outstanding |
| Unvested RSUs outstanding (12/31/2024) | 3,056 RSUs (each director, except noted exceptions) |
| Pledged shares | None (proxy notes no securities are pledged as collateral) |
| Hedging/pledging policy | Hedging and pledging of company stock prohibited by policy |
Insider Trades (Form 4/5 Highlights)
| Filing/Txn Date | Type | Shares/Units | Price | Post-Txn Ownership | Source |
|---|---|---|---|---|---|
| 2023-05-09 (filed 2023-05-10) | Open market purchase | 5,000 | $17.25 | 5,020 common | SEC Form 4 |
| 2023-01-31 (filed 2023-02-02) | RSU award | 1,290 | — | 1,290 RSUs | SEC Form 4 |
| 2024-01-31 (filed 2024-02-02) | RSU award | 1,766 | — | 1,766 RSUs | SEC Form 4 |
| 2025-01-31 (filed 2025-02-04) | RSU award | 1,399 | — | 1,399 RSUs | SEC Form 4 |
| 2025-01-31 (filed 2025-02-04) | RSU vest/convert (M-exempt) | 1,290 | — | 6,310 common | SEC Form 4 |
| Year-end ownership (filed 2024-01-30) | Form 5 | — | — | 5,020 common | SEC Form 5 |
| Year-end ownership (filed 2025-01-30) | Form 5 | — | — | 5,020 common | SEC Form 5 |
Governance Assessment
-
Strengths
- Independent director with deep finance expertise; designated audit committee financial expert; serves on Audit and Compensation Committees .
- Solid engagement: Board (8 meetings) and committee activity (Audit met 5x); all directors ≥75% attendance and attended 2024 annual meeting .
- Alignment signals: Open-market purchase of 5,000 shares in 2023 and continued RSU holdings; no pledging; hedging and pledging prohibited by policy .
- Independence & conflicts: Board affirms independence; related-party lending limited, ordinary course, compliant with Regulation O; loans to insiders and affiliates totaled 0.01% of equity at 12/31/2024 .
-
Watch items
- Dual role as CFO of a public company (TOL) requires ongoing monitoring for time commitments; no interlocks or related-party transactions disclosed at UVSP beyond ordinary-course banking .
- Director compensation structure is standard (cash retainer + service-based RSUs); no performance link in director pay, which is typical but offers limited pay-for-performance alignment at the director level .
-
Shareholder feedback
- 2025 Annual Meeting outcomes approved as proposed, including director elections and say-on-pay (as reported in Form 8-K) .
Notes:
- Committee rosters and independence determinations are as of February 7, 2025 unless otherwise noted .
- Beneficial ownership as of February 7, 2025; director RSUs outstanding as of December 31, 2024 .