Robert Wonderling
About Robert C. Wonderling
Robert C. Wonderling (age 63) has served on Univest Financial Corporation’s board since 2018 and is currently an independent director. He is Executive Director of the American Bible Society’s Faith and Liberty Initiative (since 2022) and previously served as President & CEO of the Chamber of Commerce for Greater Philadelphia (2009–2022), after prior public service in the Pennsylvania State Senate (Chair, Communications & Technology; Chair, Transportation) and as Deputy Secretary of Transportation. He also held roles at Air Products & Chemicals and served as an executive officer at Bentley Systems, Inc. (NASDAQ: BSY). These roles reflect governance, public-policy, and regional business leadership credentials aligned with community banking oversight.
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Chamber of Commerce for Greater Philadelphia | President & CEO | 2009–2022 | Led regional growth and DEI initiatives; recognized with ADL’s Americanism Award (2017) |
| Pennsylvania State Senate | Senator | 2002–2009 | Chair, Communications & Technology Committee; Chair, Transportation Committee |
| Commonwealth of Pennsylvania | Deputy Secretary of Transportation | N/A | Executive branch leadership (transportation) |
| Bentley Systems, Inc. (NASDAQ: BSY) | Executive Officer | N/A | Software company executive experience |
| Air Products & Chemicals, Inc. | Employee/Executive | N/A | Industrial corporate experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Bible Society – Faith and Liberty Initiative | Executive Director | 2022–present | Museum on Independence Mall (Philadelphia) |
| Ursinus College | Chairman of the Board of Trustees (prior) | N/A | Prior higher-education board leadership |
| Various regional non-profits and businesses | Board member | Ongoing | Numerous board roles in Philadelphia region (not individually enumerated) |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Board determined all directors other than the CEO are independent; Wonderling is independent |
| Committee memberships | Compensation Committee (member); Nominating & Governance Committee (member) |
| Committee chair roles | None disclosed for Wonderling (Comp Chair: Beebe; Nom & Gov Chair: Zimmerman) |
| Board/committee activity | Board met 8 times in 2024; all directors attended ≥75% of board and committee meetings |
| Meeting cadence (context) | Audit (5x), Compensation (5x), Nominating & Governance (3x), Enterprise-Wide Risk (4x) in 2024 |
| Lead Independent Director | Joseph P. Beebe (since 2024) |
| Board structure | Combined Chair/CEO model with Lead Independent Director and active committee oversight |
Fixed Compensation (Director)
| Year | Fees Earned (Cash) | RSUs (Grant-Date Value) | Total |
|---|---|---|---|
| 2024 | $49,850 | $37,510 | $87,360 |
Director program structure (context): Annual cash retainer $40,000; annual RSUs ≈$37,500 (value at grant); committee chair and committee retainers per schedule; paid quarterly . Directors are required to own 10,000 shares within five years; directors with ≥5 years of service are in compliance .
Performance Compensation (Director)
| Component | Detail |
|---|---|
| Performance-based equity | The proxy describes annual director equity as RSUs; no performance conditions are described for director RSUs (they are presented as annual grants tied to the retainer) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed beyond UVSP |
| Prior public company boards | None disclosed; prior role as executive officer at Bentley Systems (NASDAQ: BSY) (not a directorship) |
| Non-profit/academic boards | Numerous regional non-profits; prior Chair, Ursinus College Board of Trustees |
| Potential interlocks | None disclosed with UVSP competitors/suppliers/customers |
Expertise & Qualifications
- Regional economic development leadership; public-policy credibility from PA Senate committee chairs and transportation executive role .
- Executive management experience (Chamber CEO; Bentley Systems executive) supporting governance and strategy oversight .
- Active community board experience aligning with UVSP’s community banking footprint .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 17,364 shares; <1% of outstanding |
| Unvested director RSUs outstanding (12/31/24) | 3,056 units (per-director figure; exceptions noted do not apply to Wonderling) |
| Pledging / hedging | No securities are pledged by insiders in the table; company policy prohibits hedging and pledging by directors |
| Ownership guideline | Directors must own 10,000 shares within 5 years; directors with ≥5 years’ tenure are in compliance (Wonderling joined 2018) |
Insider Trades (Selected)
| Date | Transaction | Shares | Price | Value | Source |
|---|---|---|---|---|---|
| 2022-12-12 | Open-market purchase | 4,000 | $26.70 | $106,800 | SEC Form 4 index; Market Chameleon; Form 4 PDF |
Note: A Form 4 was also filed Feb 4, 2025 (likely reflecting the annual director equity grant timing), but transaction specifics are not detailed here.
Related-Party Exposure
- UVSP reports ordinary-course lending and banking transactions with directors and executives (market terms; compliant with Regulation O). As of 12/31/24, loans to directors/executives and affiliates represented 0.01% of total shareholders’ equity. Audit Committee reviews/approves related-party transactions per policy. No Wonderling-specific related-party transactions are disclosed.
Say-on-Pay & Shareholder Feedback (Context)
- 2024 Say-on-Pay received 97% support, signaling broad investor approval of pay practices overseen by the Compensation Committee (Wonderling is a member). McLagan (Aon) engaged as independent comp consultant for executive and director pay; committee determined no consultant conflicts.
Governance Assessment
- Strengths for investor confidence:
- Independent director on two influential committees (Compensation; Nominating & Governance), supporting oversight of pay, succession, and board composition .
- Demonstrated alignment: meaningful share ownership (17,364), annual RSU grants, and prior open-market purchase in 2022; no pledging and anti-hedging policy in place .
- Attendance standard met (≥75%); board met eight times; robust committee workstreams (Comp 5x; NomGov 3x) .
- Compensation program oversight with high Say-on-Pay support (97%) and use of independent consultant; clawback policy compliant with SEC/NASDAQ rules .
- Watch items / potential risks:
- Board leadership is a combined Chair/CEO structure; however, a Lead Independent Director with defined responsibilities is in place, and the board is predominantly independent (11 of 12) .
- Routine related-party banking relationships exist but are immaterial in aggregate and governed by policy and Regulation O .
- No specific red flags identified in filings regarding Wonderling: no pledging, no disclosed related-party conflicts, no attendance shortfall reported, and compensation/ownership aligned with policy and market practices .