Michael Turner
About Michael L. Turner
Michael L. Turner, age 68, has served on the Univest Financial Corporation (UVSP) Board since 2015 and is an independent director. He is a partner at the law firm Marshall, Dennehey, Warner, Coleman & Goggin (since 2007) and serves on the firm’s DEI Committee. Turner co‑founded Valley Green Bank and served on its board from 2005 until its acquisition by Univest in 2015; previously he co‑founded the Philadelphia law firm Kelly, Jasons, McGuire & Spinelli (1989–2007; five years as managing partner) and served as an Assistant District Attorney for the City of Philadelphia (1981–1986). His core credentials are in trial litigation and regional market expertise, bringing legal acumen and Southeast Pennsylvania business ties to the board.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| City of Philadelphia | Assistant District Attorney | 1981–1986 | Prosecutorial experience; legal foundations |
| Kelly, Jasons, McGuire & Spinelli | Founder; Managing Partner (5 yrs) | 1989–2007 | Built and led litigation firm; management experience |
| Valley Green Bank | Founder; Director | 2005–2015 | Community banking leadership; board experience (acquired by Univest in 2015) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Marshall, Dennehey, Warner, Coleman & Goggin | Partner | 2007–present | Serves on firm’s Diversity, Equity and Inclusion Committee |
Board Governance
- Committee assignments (as of Feb 7, 2025): Nominating & Governance Committee (member); Executive Committee (member). No current chair roles.
- Independence: The Board determined all directors except the CEO/Chair (Mr. Schweitzer) are independent; Turner is independent.
- Attendance and engagement: The Board met eight times in 2024; all directors attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Board leadership and oversight: Combined Chair/CEO; Lead Independent Director is Joseph P. Beebe. Independent directors meet in executive session at least twice a year and after each Board meeting; Independent Directors Committee chaired by Mr. Beebe.
- Risk oversight context: Enterprise‑Wide Risk Management Committee chaired by an independent director; CRO reports directly to Audit Committee and attends key committees. (Turner is not listed on EWRM.)
Fixed Compensation
| Component | 2024 Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (Turner) | 57,975 | Reported cash director fees for 2024 |
| Restricted Stock Units (Grant‑date fair value) (Turner) | 37,510 | Service‑based RSUs; grant sized off $21.24 close on Jan 31, 2024 |
| Total (Turner) | 95,485 | Sum of cash and RSUs |
Director fee structure (2024):
- Annual cash retainer: $40,000
- Annual director equity: RSUs equivalent to $37,500, priced at Jan 31, 2024 close ($21.24)
- Committee chair retainers: $20,000 (Independent Directors Committee); $8,500 (Audit; Enterprise‑Wide Risk; Nominating & Governance; Compensation); $4,500 (CRA; Trust)
- Committee membership retainers: $11,000 (Executive); $6,000 (Audit; Compensation; Nominating & Governance; Enterprise‑Wide Risk; CRA; Trust)
Performance Compensation
| Item | Status/Details |
|---|---|
| Director performance‑based pay | None; non‑employee director equity is service‑based RSUs; no options disclosed for directors in 2024 |
Context – Company’s executive PSU metrics (for governance insight, not applicable to directors):
- 70% PBRSUs / 30% SBRSUs mix for NEO long‑term incentives; PBRSUs granted Mar 15, 2024 vest Mar 15, 2027 based on: (i) 3‑year average adjusted PTPP‑NCO ROAA vs S&P U.S. SmallCap Banks industry group percentile and (ii) 3‑year adjusted PTPP‑NCO vs strategic plan target (50% weight each). Threshold/Target/Maximum correspond to 35th/50th/75th percentile (ROAA) and 80%/100%/120% of target (PTPP‑NCO).
Other Directorships & Interlocks
- Public company boards: None disclosed for Turner beyond UVSP.
- Interlocks/potential conflicts: Turner’s prior service as a founder and director of Valley Green Bank ended with Univest’s 2015 acquisition; no related‑party transactions requiring disclosure tied specifically to Turner are noted. Aggregate insider lending is de minimis (0.01% of shareholders’ equity) and conducted on market terms under Regulation O with Audit Committee review.
Expertise & Qualifications
- Legal and governance: Trial litigation specialization; law firm leadership and DEI committee service.
- Financial services exposure: Founder/director of a community bank acquired by Univest; regional market insight.
- Board qualifications: Member of Nominating & Governance Committee (board composition and governance oversight).
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 30,378 | As of Feb 7, 2025; includes certain vest‑within‑60‑days awards; less than 1% of outstanding |
| Ownership as % of outstanding | <1% | As disclosed for individual directors |
| Unvested director RSUs (units) | 3,056 | Unvested RSUs outstanding at Dec 31, 2024 (per‑director count, except noted exceptions) |
| Shares pledged | None | Company discloses no securities are pledged as collateral or security |
| Director ownership guideline | 10,000 shares within 5 years | Applies to all non‑employee directors |
| Compliance with guideline | In compliance | All directors with ≥5 years’ service are in compliance; Turner has served since 2015 |
Additional alignment safeguards:
- Insider Trading Policy prohibits hedging and pledging of company stock and short selling.
Governance Assessment
-
Positive signals
- Independent director with governance remit (Nominating & Governance) and presence on Executive Committee, supporting board effectiveness and oversight.
- Strong engagement: 100% of directors met ≥75% attendance; Board held eight meetings in 2024; directors attended the annual meeting.
- Ownership alignment: Turner exceeds 10,000‑share guideline; no pledged shares; director equity delivered in RSUs.
- Related‑party risk controls: Insider lending is immaterial (0.01% of equity) and subject to Regulation O and Audit Committee approval.
- Shareholder support: 97% say‑on‑pay approval at 2024 annual meeting (indicator of investor confidence in compensation governance).
-
Watch items
- Combined Chair/CEO structure; mitigated by a designated Lead Independent Director and frequent executive sessions of independent directors.
- Prior affiliation with Valley Green Bank (acquired in 2015); no current related‑party exposures disclosed.
-
Compensation structure for directors
- Balanced cash/equity mix with clear, transparent fee schedule; no director options or performance‑based equity reduces risk of misaligned short‑term incentives for non‑employee directors.