UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Under § 240.14a-12 |
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AMERISERV FINANCIAL,
INC. |
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(Name of Registrant as Specified In Its Charter)
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DRIVER MANAGEMENT COMPANY
LLC
DRIVER OPPORTUNITY PARTNERS
I LP
J. ABBOTT R.
COOPER
Julius D.
Rudolph
Brandon L.
Simmons
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(Name of Persons(s) Filing Proxy Statement, if other than the
Registrant)
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Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per
Exchange Act Rules 14a-6(i)(1) and 0-11 |
PRELIMINARY PROXY STATEMENT
SUBJECT TO COMPLETION
DATED FEBRUARY 8, 2023
DRIVER MANAGEMENT COMPANY LLC
•, 2023
PLEASE VOTE THE ENCLOSED WHITE UNIVERSAL PROXY CARD TODAY—
BY PHONE, BY INTERNET OR BY SIGNING, DATING AND RETURNING IT IN
THE
POSTAGE-PAID ENVELOPE PROVIDED
To Our
Fellow Shareholders:
Driver Management Company LLC and
the other participants in this solicitation (collectively,
“Driver”, “we” or “our”) are the beneficial owners of an aggregate
of 1,477,919 shares of common stock, par value $0.01 per share (the
“ASRV Common Stock”), of AmeriServ Financial, Inc., a Pennsylvania
corporation (“ASRV” or the “Company”). We have nominated three (3)
highly-qualified individuals for election to the Company’s board of
directors (the “Board”) because we believe that substantial change
in the composition of the Board is needed to protect and increase
shareholder value. We are seeking your support at the Company’s
2023 annual meeting of shareholders scheduled to be held on [April
25, 2023 at 1:30 p.m., Eastern Time] (including any adjournments or
postponements thereof and any meeting which may be called in lieu
thereof, the “Annual Meeting”).
The Company has a classified Board, which is currently divided into
three (3) classes. The terms of three (3) Class I directors expire
at the Annual Meeting. We are seeking your support at the Annual
Meeting to elect our three (3) nominees. Your vote to elect our
nominees will have the legal effect of replacing three incumbent
directors with our nominees.
We urge you to carefully consider the information contained in the
attached proxy statement and then support our efforts by signing,
dating and returning the enclosed WHITE universal proxy card
today. The attached proxy statement and the enclosed WHITE
universal proxy card are first being mailed to shareholders on or
about •, 2023.
If you have already voted for the incumbent management slate, you
have every right to change your vote by signing, dating and
returning a later dated WHITE universal proxy card or by
voting in person at the Annual Meeting.
If you have any questions or require any assistance with your vote,
please contact Saratoga Proxy Consulting LLC, who is assisting us,
at its address and toll-free numbers listed below.
Thank you for your support,
/s/ J. Abbott R. Cooper
J. Abbott R. Cooper
Driver Management Company LLC
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If you have any questions, require assistance in voting your
WHITE universal proxy card,
or need additional copies of Driver’s proxy materials,
please contact Saratoga at the phone numbers listed
below.
Shareholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
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PRELIMINARY COPY SUBJECT TO COMPLETION
DATED FEBRUARY 8, 2023
2023 ANNUAL MEETING OF SHAREHOLDERS
OF
AMERISERV FINANCIAL, INC.
_________________________
PROXY
STATEMENT
OF
DRIVER MANAGEMENT COMPANY
LLC
•, 2023
_________________________
PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE UNIVERSAL PROXY CARD
TODAY
Driver Management Company LLC, a Delaware limited liability
company, (“Driver Management”) and the other participants in this
solicitation (collectively, “Driver”, “we” or “our”) are the
beneficial owners of an aggregate of 1,477,919 shares of common
stock, par value $0.01 per share (the “ASRV Common Stock”), of
AmeriServ Financial, Inc., a Pennsylvania corporation (“ASRV” or
the “Company”). We believe change in the composition of the
Company’s board of directors (the “Board”) is required to ensure
that the Company is being run in manner that is consistent with
shareholders’ best interests and have nominated three (3)
highly-qualified director candidates who will work to preserve and
increase shareholder value. We are seeking your support at the
Company’s 2023 annual meeting of shareholders scheduled to be held
on [April 25, 2023 at 1:30 p.m., Eastern Time] (including any
adjournments or postponements thereof and any meeting which may be
called in lieu thereof, the “Annual Meeting”), for the
following:
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1. |
To elect Driver’s three (3)
director nominees, J. Abbott R. Cooper, Julius D. Rudolph and
Brandon L. Simmons (each a “Driver Nominee” and, collectively, the
“Driver Nominees”), to the Board as Class I directors to serve
until the 2026 annual meeting of shareholders (the “2026 Annual
Meeting”) or until their respective successors are duly elected and
qualified (“Proposal 1”); |
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2. |
To ratify the appointment of S.R.
Snodgrass P.C as the Company’s independent registered public
accounting firm to audit the Company’s books and financial records
for the fiscal year ending December 31, 2023 (“Proposal 2”); |
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3. |
To vote to approve the compensation
of the named executive officers of the Company (“Proposal 3”);
and |
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4. |
To transact such other business as
may properly come before the Annual Meeting or any adjournment(s)
thereof. |
This Proxy Statement and the enclosed WHITE universal proxy
card are first being mailed to shareholders on or about •,
2023.
The Company has a classified Board, which is currently divided into
three classes. The terms of three Class I directors expire at the
Annual Meeting. Through the attached Proxy Statement and enclosed
WHITE universal proxy card, we are soliciting proxies to
elect the Driver Nominees. Driver and ASRV will each be using a
universal proxy card for voting on the election of directors at the
Annual Meeting, which will include the names of all nominees for
election to the Board. Shareholders will have the ability to vote
for up to three nominees on Driver’s enclosed WHITE
universal proxy card. There is no need to use the Company’s [•]
proxy card or voting instruction form, regardless of how you wish
to vote.
Your vote to elect the Driver Nominees will have the legal effect
of replacing three incumbent directors. If elected, the Driver
Nominees, subject to their fiduciary duties as directors, will seek
to work with the other members of the Board to increase shareholder
value through (i) more efficient and shareholder friendly capital
allocation, (ii) better alignment of the interests of the Board and
the Company’s management, on the one hand, and shareholders, on the
other hand, and (iii) increased focus on total shareholder return
However, the Driver Nominees will constitute a minority on the
Board and there can be no guarantee that they will be able to
implement the actions that they believe are necessary to accomplish
those objectives. There is no assurance that any of the Company’s
nominees will serve as directors if all or some of the Driver
Nominees are elected. The names, background and qualifications of
the Company’s nominees, and other information about them, can be
found in the Company’s proxy statement.
Shareholders are permitted to vote for less than three nominees or
for any combination (up to three total) of the Driver Nominees and
the Company’s nominees on the WHITE universal proxy card. We
believe the best opportunity for the Driver Nominees to be elected
is by voting on the WHITE universal proxy card. Driver
therefore urges shareholders using our WHITE universal proxy
card to vote “FOR” all three of the Driver Nominees.
IMPORTANTLY, IF YOU MARK MORE THAN THREE “FOR” BOXES WITH
RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE
ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
Driver Management, Driver Opportunity Partners I LP, a Delaware
limited partnership (“Partners”), J. Abbott R. Cooper, Julius D.
Rudolph and Brandon L. Simmons are members of a group (the “Group”)
formed in connection with this proxy solicitation and are deemed
participants in this proxy solicitation.
As of the date hereof, the participants in this solicitation
collectively own 1,477,919 shares of ASRV Common Stock (the “Driver
Group Shares”). We intend to vote such shares FOR the
election of the Driver Nominees, FOR Proposal 2 and
[•] Proposal 3.
The Company has set the close of business on •, 2023 as the record
date for determining shareholders entitled to notice of and to vote
at the Annual Meeting (the “Record Date”). The mailing address of
the principal executive offices of the Company is P.O. Box 430,
Johnstown, Pennsylvania 15907-0430. Shareholders of record at the
close of business on the Record Date will be entitled to vote at
the Annual Meeting. According to the Company’s proxy statement, as
of the Record Date, there were • shares of ASRV Common Stock
outstanding.
We urge you to carefully consider the information contained in the
Proxy Statement and then support our efforts by signing, dating and
returning the enclosed WHITE universal proxy card today.
THIS SOLICITATION IS BEING MADE BY DRIVER AND NOT ON BEHALF OF THE
BOARD OR MANAGEMENT OF THE COMPANY. DRIVER IS NOT AWARE OF ANY
OTHER MATTERS TO BE BROUGHT BEFORE THE ANNUAL MEETING OTHER THAN AS
SET FORTH IN THIS PROXY STATEMENT. SHOULD OTHER MATTERS, WHICH
DRIVER IS NOT AWARE OF A REASONABLE TIME BEFORE THIS SOLICITATION,
BE BROUGHT BEFORE THE ANNUAL MEETING, THE PERSONS NAMED AS PROXIES
IN THE ENCLOSED WHITE UNIVERSAL PROXY CARD WILL VOTE ON SUCH
MATTERS IN THEIR DISCRETION.
DRIVER URGES YOU TO VOTE “FOR” THE DRIVER NOMINEES BY
FOLLOWING THE INSTRUCTIONS ON THE ENCLOSED WHITE UNIVERSAL
PROXY CARD TODAY. PLEASE SIGN, DATE AND RETURN THE WHITE
UNIVERSAL PROXY CARD VOTING “FOR” THE ELECTION OF THE DRIVER
NOMINEES.
IF YOU HAVE ALREADY SENT A PROXY CARD FURNISHED BY COMPANY
MANAGEMENT OR THE BOARD, YOU MAY REVOKE THAT PROXY AND VOTE ON EACH
OF THE PROPOSALS DESCRIBED IN THIS PROXY STATEMENT BY SIGNING,
DATING AND RETURNING THE ENCLOSED WHITE UNIVERSAL PROXY
CARD. THE LATEST DATED PROXY IS THE ONLY ONE THAT COUNTS. ANY PROXY
MAY BE REVOKED AT ANY TIME PRIOR TO THE ANNUAL MEETING BY
DELIVERING A WRITTEN NOTICE OF REVOCATION OR A LATER DATED PROXY
FOR THE ANNUAL MEETING OR BY VOTING IN PERSON AT THE ANNUAL
MEETING.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting—This Proxy Statement and our WHITE universal
proxy card are available at
•
______________________________
IMPORTANT
Your vote is important, no matter how many shares of ASRV Common
Stock you own. Driver urges you to sign, date, and return the
enclosed WHITE universal proxy card today to vote FOR the election
of the Driver Nominees and in accordance with Driver’s
recommendations on the other proposals on the agenda for the Annual
Meeting.
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If your shares of ASRV Common Stock
are registered in your own name, please sign and date the enclosed
WHITE universal proxy card and return it to Driver c/o
Saratoga Proxy Consulting LLC (“Saratoga”) in the enclosed envelope
today. |
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If your shares of ASRV Common Stock
are held in a brokerage account, you are considered the beneficial
owner of the shares of ASRV Common Stock, and these proxy
materials, together with a WHITE voting form, are being
forwarded to you by your broker. As a beneficial owner, if you wish
to vote, you must instruct your broker how to vote. Your broker
cannot vote your shares of ASRV Common Stock on your behalf without
your instructions. |
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Depending upon your broker, you may
be able to vote either by toll-free telephone or by the Internet.
Please refer to the enclosed voting form for instructions on how to
vote electronically. You may also vote by signing, dating and
returning the enclosed voting form. |
As Driver is using a “universal” proxy card containing the Driver
Nominees as well as the Company’s nominees, there is no need to use
any other proxy card regardless of how you intend to vote.
Driver strongly urges you NOT to sign or return any [•]
proxy cards or voting instruction forms that you may receive from
ASRV. Even if you return the [•] management proxy card marked
“withhold” as a protest against the incumbent directors, it will
revoke any proxy card you may have previously sent to us.
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If you have any questions, require assistance in voting your
WHITE universal proxy card,
or need additional copies of Driver’s proxy materials,
please contact Saratoga at the phone numbers listed
below.
Shareholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
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QUESTIONS AND ANSWERS
Q: Who is making this
solicitation?
A: This solicitation is being made by
Driver Opportunity Partners I LP, Driver Management Company LLC, J.
Abbott R. Cooper, Julius “Izzy” D. Rudolph, and Brandon Simmons
Q: Why are you making this
solicitation?
A: To be blunt, Driver believes that
the Board and the Company’s executive management team have
demonstrated that they just are not very good at running a business
and that meaningful change, starting with the composition of the
Board, is necessary to preserve and enhance shareholder value.
Since 2000 (and indeed well before then), ASRV has created a legacy
of underperformance, as illustrated by the chart below, which
presents ASRV’s return on assets (“ROA”), a standard measure of
bank profitability, for the years 2000 to 2022 compared to the ROA
for the Dow Jones U.S. Micro Cap Banks Index (the “Micro Cap Banks
Index”) for the years 2004 (the first year for which index
financial data is available) to 2022:1
In Driver’s opinion, there is no adequate explanation for the
underperformance illustrated above—underperformance that has lasted
decades and across a wide range of market, financial, economic,
political, and regulatory conditions—other than poor management by
the executive team and abysmal leadership and oversight by the
Board.
Driver believes that sweeping changes are needed to end this legacy
of underperformance, starting with the composition of the Board,
which is why Driver has nominated three highly qualified
individuals, Mr. Cooper, Mr. Rudolph, and Mr. Simmons for election
to director at the 2023 Annual Meeting. As a corporation, ASRV is
managed by its board of directors, who have the power to hire and
fire executives and to make other significant decisions affecting
how ASRV is managed and operated. As a matter of corporate law, the
only way that ASRV shareholders can change the way ASRV is run is
by electing new directors, which is why your vote is so
important.
1
Unless otherwise noted, all market and
financial data is per S&P Capital IQ.
Q: How do I know that Driver’s
views regarding ASRV are nothing more than the opinion of one
unhappy shareholder?
A: Fair point. Let’s consider how the
public market views ASRV.
Q: How would I do that?
A: Well, to begin with, start by
thinking about what tangible book value per share represents, which
is the theoretical dollar amount that an ASRV shareholder would
receive per share of ASRV Common Stock if ASRV were
liquidated.2 It
follows, then, that if a bank’s common stock consistently trades at
a discount to tangible book value per share, then the public market
believes that the bank is worth less as an operating business than
what it might be liquidated for. As illustrated by the below chart,
ASRV Common Stock has traded less than 100% of tangible book value
per share for every single trading day since January 1, 2010:
In other words, based on every single day that the stock market has
been open since January 1, 2010, public market investors have
implicitly placed negative value on ASRV operating as a going
concern. While Driver understands that banks may, from time to time
trade at a discount to tangible book value per share (in Driver’s
experience, generally during periods of economic turmoil and amid
questions regarding credit quality), Driver believes the fact that
ASRV hasn’t traded at tangible book value per share since before
January 1, 2010—and never during Jeff Stopko’s tenure as
CEO—suggests that the public market believes there is something
fundamentally wrong with how ASRV is being run.
2 See, https://www.travilliannext.com/2022/07/21/tangible-book-value-hits-are-an-underappreciated-headwind-to-bank-stock-performance-but-are-we-approaching-an-inflection-point-written-by-joe-fenech/.
Q: Couldn’t there be reasons why
ASRV isn’t as profitable or as valuable as peers that don’t have to
do with the Board? Is there something about having a union that
might make ASRV less profitable or less valuable than other banks
that don’t have a union?
A: To begin with, Driver believes that
it is important to be specific when talking about ASRV and unions,
since Driver believes that the Board and ASRV management may have,
from time to time, intentionally or unintentionally, allowed
investors and others to conflate a number of different concepts
regarding ASRV’s relationship with any unions, many of which are
inaccurate.
Q: Ok—now I am even more
confused—what exactly do you mean?
A: Let’s start with what ASRV has
publicly disclosed in filings made with the Securities and Exchange
Commission or SEC. In their Annual Report on Form 10-K for the year
ended December 31, 2021 (the “2021 10-K”), ASRV states:
The Company employed 319 people as of December 31, 2021 in full-
and part-time positions. Approximately 150 non-supervisory
employees of the Company are represented by the United Steelworkers
AFL-CIO-CLC, Local Union 2635-06. The Company negotiated a new
four-year labor contract this year, which will expire on October
15, 2025. The contract calls for annual wage increases of 2% over
the next four years. The Company has not experienced a work
stoppage since 1979. Unionization in financial institutions remains
low with less than 1% of banks nationwide being covered by a
collective bargaining agreement.3
In other words, less than half of ASRV’s employees are represented
by a union and covered by a collective bargaining agreement, and
that is basically the extent of ASRV’s disclosures regarding or
relating to any union.
Q: But what does that mean for
investors?
A: That is a really good question and
one that we have tried to get ASRV’s management and the Board to
answer. Based on Driver’s review of ASRV’s filings with the SEC and
other public statements, we have yet to find any disclosure that
details the impact of union representation of Company employees on
ASRV’s financial performance. Based on our experience, if the fact
that less than half of the Company’s employees are represented by a
union had, is having, or might in the future have a material impact
on the Company’s past, present or expected financial performance,
we would expect to see a detailed explanation of that impact in
reports filed by ASRV with the SEC. In the absence of that type of
detailed explanation, however, Driver can only assume that the
impact of union representation of Company employees has not been,
is not, nor is not expected to be material to ASRV’s financial
performance.
Q: Is ASRV owned by a union? Could
a union block a sale of ASRV?
A: Based on Driver’s review of
publicly available information, it does not appear that any union
owns a significant percentage of the outstanding Common Stock.
Moreover, Driver believes that if any union could block a sale of
ASRV, that would constitute material information that ASRV would
need to disclose to investors. Driver is unaware of any such
disclosure.
3
https://www.sec.gov/Archives/edgar/data/707605/000155837022003530/tmb-20211231x10k.htm
Q: If “less than 1% of banks
nationwide [are] covered by a collective bargaining agreement,”
does that somehow put ASRV at a disadvantage relative to its
peers?
A: Driver does not believe that union
representation of employees puts ASRV at a disadvantage relative to
peers. In fact, Driver believes that ASRV’s relationship with
organized labor may offer distinct business advantages that might
not be available to peer institutions.
Also, while Driver is only aware of one other publicly traded
banking institution whose employees are represented by a union,
Amalgamated Financial Corp. (“Amalgamated”), it has handily
outperformed ASRV, as measured by one, three and five year total
return, as illustrated by the below table:4
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Total
Return |
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One
Year |
Three
Years |
Five
Years |
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ASRV |
-7.99% |
5.82% |
8.73% |
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Amalgamated |
35.67% |
31.49% |
86.67% |
Q: So, Driver doesn’t view the
union negatively?
A: No—to the contrary, Driver believes
that ASRV should be doing far more than it currently is to embrace
organized labor generally. Driver believes that ASRV’s relationship
with organized labor is a unique attribute that should be
celebrated and made a focal point of ASRV’s business strategy.
Q: Well, if the union isn’t
responsible for ASRV’s underperformance relative to peers, then
what is?
A: While there are specific metrics
that Driver believes point directly towards ASRV’s marked
underperformance, Driver believes that the ultimate problem is the
Board’s failure to implement appropriate incentives (by way of its
executive compensation practices) that might lead to better
performance coupled with the Board’s failure to hold the executive
team accountable for underperformance. In Driver’s opinion, the
bonuses paid to ASRV’s executive officers who were named in ASRV’s
2022 proxy statement, who we refer to as “NEOs” and includes
Jeffery Stopko, as part of their compensation for 2021 is a perfect
example of this problem.
In order to for the NEO’s to receive payments under ASRV’s
Executive At-Risk Incentive Compensation Plan for 2021, ASRV’s ROA
for 2021 needed to be at least 65% of the ROA of a peer group
selected by the compensation/human resources committee (the
“Compensation Committee”) of the Board. To begin with, Driver
believes that the performance target of 65% of peer ROA is a low
bar and one that merely creates an incentive for underperformance.
However, ASRV was unable to clear this low bar, as disclosed in
ASRV’s proxy statement (the “2022 Proxy Statement”) for its 2022
annual meeting of shareholders, “so there was no payout for any of
the named executive officers under the Executive At-Risk Incentive
Compensation Plan.”5
4
Periods ended February 7,
2022
5
https://www.sec.gov/Archives/edgar/data/707605/000114036122010557/ny20002418x1_def14a.htm
Despite the fact that the NEOs failed to earn a bonus by meeting
the (in Driver’s opinion, exceedingly modest) performance targets
set by the Compensation Committee, the Compensation Committee
nevertheless “did approve discretionary bonus payments” for the
NEOs, allegedly “to ensure that [ASRV] retain[s] good employees by
appropriately compensating them in this extremely competitive job
market.” In other words, in Driver’s opinion, rather than hold the
NEO’s accountable for poor financial performance, the Compensation
Committee and the Board determined to reward the NEOs with
“discretionary bonus payments.”
Driver also believes that there is a double standard at work that
benefits NEOs to shareholders’ detriment: specifically, that the
Board is willing to provide the NEOs with “competitive”
compensation despite resoundingly uncompetitive performance.
Q: So, does Driver think that
management should be paid less?
A: First and foremost, Driver believes that incentives work and
that executive compensation is an extremely effective form of
incentive. Unfortunately, Driver believes that, as currently
structured, ASRV’s executive compensation practices create an
incentive for underperformance. If elected, the Driver Nominees
will urge the Board to adopt compensation practices that better
align the interests of the Board and management, on the one hand,
and shareholders, on the other, to create meaningful incentives to
spur better financial performance.
As far as Driver is concerned, it is not so much a matter of paying
ASRV’s executive management more or less but to better link
compensation with performance to ensure that the interests of
management are aligned (rather than in conflict) with those of
shareholders.
Q: What are some of the “specific
metrics” that you mentioned?
A: Perhaps the primary metric is
efficiency ratio, which is non-interest expense divided by net
income and a common metric for measuring a bank management team’s
ability to control costs. Below is a chart showing ASRV’s
efficiency ratio for the years 2000 to 2022 compared to the
efficiency ratio for the Micro Cap Banks Index for the years 2004
(the earliest year for which index financial information is
available) to 2022.
Effectively, a bank’s efficiency ratio measures how many dollars of
revenue are produced by each dollar of expense. The lower the
efficiency ratio, the greater the operating leverage.6
What is striking about the above chart isn’t just the magnitude of
ASRV’s underperformance (as measured by efficiency ratio) relative
to peers, but its consistency. In Driver’s opinion, the Board and
ASRV’s management team have conclusively demonstrated, over an
extended period of time, their inability to achieve what Driver
considers to be acceptable levels of operating leverage, which, in
turn, in Driver’s opinion, necessitates change, beginning with the
composition of the Board.
Q: I know we already covered this
but what about the union? I know that you said that if the fact
that some of ASRV’s employees were covered by a collective
bargaining agreement has had, is having, or is expected to have a
material impact on ASRV’s financial performance, you would expect
that to be described in ASRV’s public disclosure but aren’t union
employees more expensive than non-union employees?
A: First, to the extent that ASRV’s
compensation and benefits expenses are materially higher than peers
due to union representation of employees, you are right in that
Driver would expect that to be described in detail in ASRV’s public
disclosures and Driver has yet to see that type of detail if it
exists. What is interesting, however, is that, to the extent that
union employees somehow come with a greater cost, Driver would
expect to see that reflected in ASRV’s compensation and benefits
expense.
The below chart compares ASRV’s compensation and benefits expense
as percentage of average assets to that of a peer group comprised
of publicly traded banking organizations with $1 to $10 billion in
assets:
6
See, https://www.bankdirector.com/issues/strategy/secret-low-efficiency-ratio/.
While ASRV’s compensation and benefits as a percentage of average
assets is clearly higher than peers, compared to peer median,
ASRV’s compensation and benefits as a percentage of average assets
is 1.4 to 1.6 times peer median for the period 2010 to 2022, which,
to Driver’s eye, doesn’t seem to fully explain why ASRV’s
efficiency ratio is so much worse than that of the Micro Cap Banks
Index.
However, in reviewing other components of ASRV’s non-interest
expense, one line item stood out: professional fees. The below
chart shows ASRV’s professional fee expense for the years 2010 to
2022, during which period ASRV’s professional fees averaged $4.8
million per year:
As a percentage of average assets, ASRV’s professional fees are
significantly greater (between 2.7 and 3.8 times the peer average)
than the average and median for the same peer group of publicly
traded banking organizations with assets between $1 and $10
billion:
When professional fees are measured as a percentage of market
capitalization, the issue appears even more vividly: In Driver’s
opinion, compared it its market capitalization, ASRV is spending
way too much on professional fees:
What exactly these professional fees are and what is causing them
to appear so much higher than peer institutions is entirely
unclear, and ASRV’s disclosure does little to shed light on the
matter. For example, the only commentary relating to professional
fees in ASRV’s press release regarding earnings for the quarter and
year ended December 31, 2022 is:
Professional fees were $521,000, or 9.5%, higher for the full year
of 2022 due to higher legal costs, outsourced professional services
and other professional fees.7
Driver believes the above statement can be paraphrased as
“professional fees were higher because professional fees were
higher.” Since Driver believes that a 9.5% increase in anything
might be material, it warrants greater explanation. Regardless of
the reasons for ASRV’s elevated (compared to peers) professional
fees, Driver believes that the magnitude of those expenses,
particularly relative to ASRV’s market capitalization, is evidence
of poor management.
Q: Ok—so Driver is in favor of ASRV
embracing organized labor, linking pay to performance for the
Company’s executive management team, better aligning the interests
of the Board and the Company’s management, on the one hand, and
shareholders, on the other hand, and improving operating leverage
by, among other things controlling costs, particularly professional
fees—does Driver have other priorities as well?
A: Absolutely. If elected, Driver
Nominees would focus on numerous additional priorities, such as
increasing trust and wealth management assets and increasing
commercial loans. Given ASRV’s proximity to Pittsburgh, Driver
believes that expanding ASRV’s business represents a tremendous
opportunity for growth. Driver also believes that, if elected, Mr.
Rudolph would be invaluable in growing ASRV’s business in
Pittsburgh, given his extensive relationships in that market.
Q: Those all sound like good ideas.
Why doesn’t Driver just ask the current Board to consider Driver’s
suggestions? Is it really necessary to change the composition of
the Board?
A: The average tenure of a member of
the Board is twenty years. Jeff Stopko has been CEO (and a
director) since 2015. Driver believes that the current Board (i) is
invested in maintaining the status quo, (ii) is not willing to
consider the types of meaningful change Driver believes is
necessary to end ASRV’s legacy of underperformance, and (iii) has
had ample time and opportunity to remedy ASRV’s underperformance
with no noticeable success.
7 https://www.sec.gov/Archives/edgar/data/707605/000155837023000442/tmb-20230124xex99d1.htm.
Q: Has the Board interviewed the
Driver Nominees? If not, why?
A: As an ASRV shareholder, Driver has
the right to nominated candidates for election to the board, which
it has done. Nothing in ASRV’s certificate of incorporation or
bylaws requires the Board to interview the Driver Nominees, nor
does any applicable law or regulation. As noted above, Driver
believes that the current Board has an interest in maintaining the
status quo and has no interest in nominating candidates for
election to director who are likely to support the type of
significant change that is needed at ASRV. Driver believes that it
is somewhat absurd for the Board to request to interview the Driver
Nominees when the Board is neither required to nor likely to
nominate any of them for election to the Board.
Q: It looks like one of ASRV’s
nominees, Daniel Onorato, has only been on the Board for a short
time. Why should ASRV shareholders hold Mr. Onorato responsible for
ASRV’s long term underperformance?
A: That is a good question: ASRV has a
staggered board, meaning not all directors are up for re-election
every year, which is a way for board members to avoid being held
accountable by shareholders. Regardless of how long Mr. Onorato has
been on the Board, the only way for ASRV shareholders to implement
any changes in how ASRV operates its business is by electing
different directors. Given how much change is, in Driver’s opinion,
necessary at ASRV, Driver believes that ASRV shareholders should
elect all three of the Driver Nominees, which would result in
replacing Mr. Onorato with one of the Driver Nominees.
In any event, in Driver’s opinion, ASRV’s total return since May 8,
2020, the day Mr. Onorato was appointed to the Board, does little
to justify his re-election as director:
Q: Is Driver an “activist
investor?”
A: Driver and Mr. Cooper are often
referred to as activist investors.
Q: Aren’t activist investors
bad?
A: I guess it depends on your
perspective. Driver invests in publicly traded banking
organizations where it believes that the status quo needs to change
to increase shareholder value, so directors and officers interested
in maintaining the status quo at ASRV might have a negative view
about Driver. On the other hand, if you are unhappy with the
long-term performance of ASRV Common Stock, you might consider
Driver a welcome agent of change.
Q: Is Driver just out to make a
quick buck at ASRV’s expense?
A: Now who is being blunt? Driver’s
primary goal is to increase the value of its investment in ASRV
Common Stock and any increase in the value of ASRV Common Stock
will benefit all ASRV shareholders to exactly the same extent that
it will benefit Driver. All things being equal, Driver would rather
increase the value of its investment in ASRV faster rather than
slower, which Driver believes is likely a sentiment shared by all
ASRV shareholders. However, Driver considers ASRV to be a long-term
investment and intends to remain an ASRV shareholder as long as the
possibility exists for meaningfully increasing shareholder
value.
Q: What about a sale? Is Driver
pushing for ASRV to sell itself?
A: As a general matter, Driver
believes that the board of directors of a publicly traded
corporation should always consider all opportunities for increasing
shareholder value, including a sale. However, based on information
currently available to Driver, Driver does not believe that a sale
represents the best opportunity to increase value for all ASRV
shareholders. Driver has not suggested, nor does it have any
current intentions to suggest, that ASRV explore selling itself.
None of the Driver Nominees have any current intention, if elected,
to push for a sale.
Q: Is shareholder value the only
thing Driver cares about?
A: Driver invests on behalf of its limited partners and others, and
its mandate is to increase the value of investor capital, which,
with respect to its investment in ASRV, means increasing
shareholder value. However, Driver believes that a bank that is
able to increase shareholder value through profitable growth is
also a bank that can offer better employment opportunities, be a
source of credit and other banking products and services to more
business and individuals, and generally better serve the
communities in which it operates. Driver does not believe that
increasing shareholder value can only come at the expense of other
stakeholders—rather Driver believes that increasing shareholder
value through profitable and prudent growth will create additional
benefits for all of ASRV’s stakeholders. In Driver’s opinion, one
of the unfortunate byproducts of ASRV’s legacy of underperformance
is what Driver considers to be underinvestment in ASRV’s employees
and the communities in which it operates.
Q: What are Mr. Rudolph and Mr.
Simmons relationships to Driver and Mr. Cooper?
A: Other than indemnity and other
customary agreements commonly entered into with a nominating
shareholder, neither Mr. Rudolph nor Mr. Simmons have any
relationship—business or otherwise—with Driver or Mr. Cooper.
Simply put, Driver believes that both Mr. Rudolph, including by
virtue of his family’s historic roots in Johnstown, Pennsylvania
and his extensive business relationships in Pittsburgh, and Mr.
Simmons, including by virtue of his extensive experience in
leadership roles at a variety of business, civic, and charitable
enterprises (as well as his experience growing up with two parents
who were union members), will better represent the interests of all
ASRV shareholders than the Company’s nominees.
REASONS FOR THE SOLICITATION
Driver believes that ASRV’s profitability (as measured by ROA) and
public market valuation (as measured by price to tangible book
value) reflects the hard truth that it is a company with challenges
that need to be addressed. Driver further believes that the current
Board and management team have had ample opportunity to improve
ASRV’s performance relative to peers and have resolutely failed to
do so in any material way. Finally, Driver believes that
significant change in the composition of the Board needs to occur
before shareholders might have any reasonable expectation of better
future performance.
Driver has nominated three highly-qualified and highly motivated
individuals for election as directors who, if elected, will work to
preserve and increase value for all ASRV shareholders. Driver
believes that preserving and increasing value for ASRV shareholders
will result in a more profitable and dynamic financial institution
that will be better equipped and have more resources to benefit all
its stakeholders.
PROPOSAL 1
ELECTION OF DIRECTORS
The Company currently has a classified Board, which is divided into
three (3) classes. The directors in each class are elected for
staggered terms such that the term of office of one (1) class of
directors expires at each annual meeting of shareholders. We
believe that the terms of three (3) Class I directors expire at the
Annual Meeting. We are seeking your support at the Annual Meeting
to elect our three (3) Driver Nominees, J. Abbott R. Cooper, Julius
D. Rudolph and Brandon L. Simmons, each of whom is independent of
the Company, for terms ending at the 2026 Annual Meeting. Your vote
to elect the Driver Nominees will have the legal effect of
replacing three incumbent directors of the Company with the Driver
Nominees. If elected, the Driver Nominees will represent a minority
of the members of the Board, and therefore it is not guaranteed
that they will be able to implement any actions that they may
believe are necessary to enhance shareholder value. However, we
believe the election of the Driver Nominees is an important step in
the right direction for enhancing long-term value at the Company.
There is no assurance that any incumbent director will serve as a
director if our Driver Nominees are elected to the Board. You
should refer to the Company’s proxy statement for the names,
background, qualifications and other information concerning the
Company’s nominees.
This Proxy Statement is soliciting proxies to elect the Driver
Nominees. We have provided the required notice to the Company
pursuant to the Universal Proxy Rules, including Rule 14a-19(a)(1)
under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), and intend to solicit the holders of ASRV Common
Stock representing at least 67% of the voting power of ASRV Common
Stock entitled to vote on the election of directors in support of
director nominees other than the Company’s nominees.
THE NOMINEES
The following information sets forth the name, age, business
address, present principal occupation, and employment and material
occupations, positions, or offices for the past five (5) years of
each of the Driver Nominees. The specific experience,
qualifications, attributes and skills that led us to conclude that
the Driver Nominees should serve as directors of the Company are
set forth below. This information has been furnished to us by the
Driver Nominees. Each of the Driver Nominees are citizens of the
United States of America.
J. Abbott R. Cooper, age 55, is the Founder and Managing
Member of Driver Management, a value-oriented investment firm,
since August 2018. Prior to founding Driver Management, Mr. Cooper
founded and was Senior Portfolio Manager of Financial Opportunity
Strategy at Hilton Capital Management, LLC, an investment
management firm, from 2015 to July 2018. Prior to that, Mr. Cooper
was a senior investment banker covering depository institutions at
Jefferies Financial Group Inc. (NYSE: JEF), a financial services
company, and Bank of America Corporation (NYSE: BAC), a
multinational investment bank and financial services company. Mr.
Cooper began his career as a corporate lawyer, focusing on public
and private company mergers and acquisitions, corporate governance,
contests for corporate control and capital markets. Mr. Cooper
earned a B.A. in History from the University of Virginia and a J.D.
from the University of Montana School of Law.
Driver believes that Mr. Cooper’s extensive financial, investment
banking and capital markets experience, coupled with his legal
expertise, would make him a valuable addition to the Board.
Julius (“Izzy”) D. Rudolph, age 35, is the Chief Executive
Officer of McKnight Realty Partners (“McKnight”), a private
commercial real estate investment, development and operating
company, since December 2022. Concurrent to serving as Chief
Executive Officer of McKnight, Mr. Rudolph is the President of
Development and Acquisitions at McKnight, since November 2016. Mr.
Rudolph is on the board of directors of VisitPittsburgh, the
official tourism promotion organization for Pittsburgh,
Pennsylvania, since 2022, Pittsburgh Film Office, a non-profit
economic-development agency, since 2017, the Senator John Heinz
History Center, an affiliate of the Smithsonian Institution, since
2016, and Pittsburgh Downtown Partnership, a non-profit urban
planning initiative, since 2013. Mr. Rudolph is the Vice President
of the board of directors of the Yeshiva Schools of Pittsburgh, the
largest Jewish day school in Pennsylvania, since 2021. Mr. Rudolph
served on the board of directors of the National Association of
Industrial and Office Properties (NAIOP), a commercial real estate
trade association, from 2016 to 2019. Mr. Rudolph studied at the
Rabbinical College of America.
Driver believes Mr. Rudolph’s experience in real estate and
development expertise from his executive roles would make him a
valuable addition to the Board.
Brandon L. Simmons, age 40, is President and Chairman of Let
Our Vision Evolve, a non-profit organization educating
underrepresented professionals about private sector opportunities,
since he founded the organization in April 2022. Mr. Simmons has
also been an investor and advisor of GameOn Technology, a software
development company, since 2014. Until recently, Mr. Simmons was a
General Partner at Prime Movers Lab, a venture capital investment
firm, from September 2019 to April 2022. Prior to that, Mr. Simmons
held various executive roles at Tachyus Corporation, a software
company servicing the oil and gas industry, including Chief
Executive Officer from June 2020 to October 2020, Chief Operating
Officer and General Counsel from 2017 to June 2020, Executive-Vice
President and General Counsel from 2015 to November 2017. Earlier
in his career, Mr. Simmons was a Corporate Lawyer for Hogan Lovells
LLP, an international law firm, from 2010 to 2015, a Legal
Associate at the Cato Institute, a public policy think tank located
in Washington, D.C., from 2009 to 2010, and a Judicial Clerk for
Chief Judge J.L. Edmondson of the U.S. Court of Appeals of the
Eleventh Circuit, from 2008 to 2009. Mr. Simmons has served on the
boards of directors of Space Perspective, a commercial space travel
service provider, since August 2021, Venus Aerospace, an aerospace
company, since January 2021, and polySpectra, an innovative
advanced 3D printing technology developer, since June 2020. Mr.
Simmons previously served on the boards of directors of Carbon
Capture, a developer of modular CO2 direct air capture machines,
from September 2021 to September 2022, Elevian Therapeutics, a
novel therapeutics service provider, from August 2021 to September
2022, Unlimited Tomorrow, a personalized prosthetics developer,
from December 2020 to September 2022, NobleAI, an artificial
intelligence research and development company, from March 2020 to
June 2022, and Pyka, an electric aircraft developer, from February
2020 to April 2022. Mr. Simmons also serves on the boards of
directors of various non-profit organizations, including the
Institute for Responsible Citizenship, a 20-year old leadership
development program for minority students, since January 2022, and
the Teneo Network, a non-profit civic education organization, of
which he served as Board Chairman from 2018 to 2021. Mr. Simmons is
also an advisory board member of the Urban League, a civil rights
and urban advocacy organization, since 2016. Mr. Simmons received a
J.D. from Stanford University School of Law and B.A. in Political
Science from the University of California at Berkeley. Mr. Simmons
is a licensed attorney in California and the District of
Columbia.
Driver believes Mr. Simmons’ extensive investment and executive
leadership experience, coupled with his board service, would make
him a valuable addition to the Board.
The principal business address of Mr. Cooper is c/o Driver
Management, 1266 E. Main Street, Suite 700R, Stamford, CT 06902.
The principal business address of Mr. Rudolph is c/o McKnight
Realty Partners, 310 Grant Street, Suite 2500, Pittsburgh, PA
15219. The principal business address of Mr. Simmons is c/o Let Our
Vision Evolve, 5340 Weslayan St., Unit 6556, Houston, TX 77005.
As of the date hereof, none of the Nominees, except Mr. Cooper, own
beneficially or of record any securities of the Company and none of
the Nominees, except Mr. Rudolph, have entered into any
transactions in the securities of the Company during the past two
years.
Mr. Cooper, as the managing member of Driver Management, may be
deemed to beneficially own the 1,477,919 shares of ASRV Common
Stock beneficially owned in the aggregate by Driver as further
explained elsewhere in this Proxy Statement. For information
regarding transactions in the shares of ASRV Common Stock during
the past two years by certain of the Driver entities, please see
Schedule I attached hereto.
Partners has signed a letter agreement (the “Indemnification
Agreement”) with each of Messrs. Rudolph and Simmons pursuant to
which it and its affiliates have agreed to indemnify such Driver
Nominees against certain claims arising from the solicitation of
proxies from the Company’s shareholders in connection with the
Annual Meeting and any related transactions. For the avoidance of
doubt, such indemnification does not apply to any claims made
against such Driver Nominee in his capacity as a director of the
Company, if so elected.
Each of the Driver Nominees, except Mr. Cooper, has granted Mr.
Cooper a power of attorney to execute certain filings with the
Securities and Exchange Commission (the “SEC”) and other documents
in connection with the solicitation of proxies from the Company’s
shareholders in connection with the Annual Meeting and any related
transactions.
On January 17, 2023, Driver and the Driver Nominees entered into a
Joint Filing and Solicitation Agreement in connection with the
Annual Meeting, pursuant to which, among other things, the parties
agreed (a) to solicit proxies for the election of the Driver
Nominees at the Annual Meeting, (b) that Messrs. Rudolph and
Simmons would not enter into any transactions in the securities of
the Company without the prior written consent of Driver and (c)
that Driver would bear all expenses incurred in connection with the
participants’ activities, including approved expenses incurred by
any of the parties in connection with the solicitation, subject to
certain limitations.
Certain of Mr. Rudolph’s immediate family members have been a party
to a transaction with the Company in the ordinary course of
business since its last fiscal year in an amount that exceeds
$120,000. Mr. Rudolph's father, Bill Rudolph, has a personal line
of credit with the Company in the amount of $4 million. Mr.
Rudolph's brother-in-law, has several commercial mortgages with the
Company for the purchase of rental units.
Other than as stated herein, there are no arrangements or
understandings among the members of Driver or any other person or
persons pursuant to which the nomination of the Driver Nominees
described herein is to be made, other than the consent by each of
the Driver Nominees to be named as a nominee of Partnership in any
proxy statement relating to the Annual Meeting and serving as a
director of the Company if elected as such at the Annual Meeting.
Other than as stated herein, the Driver Nominees are not a party
adverse to the Company or any of its subsidiaries nor do the Driver
Nominees have a material interest adverse to the Company or any of
its subsidiaries in any material pending legal proceeding.
We believe that each Driver Nominee presently is, and if elected as
a director of the Company, each of the Driver Nominees would
qualify as, an “independent director” within the meaning of (i)
applicable NASDAQ listing standards applicable to board
composition, including NASDAQ Listing Rule 5605(a)(2), and (ii)
Section 301 of the Sarbanes-Oxley Act of 2002. Notwithstanding the
foregoing, we acknowledge that no director of a NASDAQ listed
company qualifies as “independent” under the NASDAQ listing
standards unless the board of directors affirmatively determines
that such director is independent under such standards.
Accordingly, we acknowledge that if any of the Driver Nominees are
elected, the determination of the Driver Nominee’s independence
under the NASDAQ listing standards ultimately rests with the
judgment and discretion of the Board. No Driver Nominee is a member
of the Company’s compensation, nominating or audit committee that
is not independent under any such committee’s applicable
independence standards.
Except as set forth in this Proxy Statement (including the
Schedules hereto), (i) during the past 10 years, no Driver Nominee
has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); (ii) no Driver Nominee
directly or indirectly beneficially owns any securities of the
Company; (iii) no Driver Nominee owns any securities of the Company
which are owned of record but not beneficially; (iv) no Driver
Nominee has purchased or sold any securities of the Company during
the past two years; (v) no part of the purchase price or market
value of the securities of the Company owned by any Driver Nominee
is represented by funds borrowed or otherwise obtained for the
purpose of acquiring or holding such securities; (vi) no Driver
Nominee is, or within the past year was, a party to any contract,
arrangements or understandings with any person with respect to any
securities of the Company, including, but not limited to, joint
ventures, loan or option arrangements, puts or calls, guarantees
against loss or guarantees of profit, division of losses or
profits, or the giving or withholding of proxies; (vii) no
associate of any Driver Nominee owns beneficially, directly or
indirectly, any securities of the Company; (viii) no Driver Nominee
owns beneficially, directly or indirectly, any securities of any
parent or subsidiary of the Company; (ix) no Driver Nominee or any
of his associates was a party to any transaction, or series of
similar transactions, since the beginning of the Company’s last
fiscal year, or is a party to any currently proposed transaction,
or series of similar transactions, to which the Company or any of
its subsidiaries was or is to be a party, in which the amount
involved exceeds $120,000; (x) no Driver Nominee or any of his
associates has any arrangement or understanding with any person
with respect to any future employment by the Company or its
affiliates, or with respect to any future transactions to which the
Company or any of its affiliates will or may be a party; (xi) no
Driver Nominee has a substantial interest, direct or indirect, by
securities holdings or otherwise in any matter to be acted on at
the Annual Meeting; (xii) no Driver holds any positions or offices
with the Company; (xiii) no Driver Nominee has a family
relationship with any director, executive officer, or person
nominated or chosen by the Company to become a director or
executive officer; and (xiv) no companies or organizations, with
which any of the Driver Nominees has been employed in the past five
years, is a parent, subsidiary or other affiliate of the Company.
There are no material proceedings to which any Driver Nominee or
any of his associates is a party adverse to the Company or any of
its subsidiaries or has a material interest adverse to the Company
or any of its subsidiaries. Except as disclosed herein, with
respect to each of the Driver Nominees, none of the events
enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange
Act (“Regulation S-K”) occurred during the past 10 years.
Except as disclosed herein, none of the Driver Nominees nor any of
their associates has received any fees earned or paid in cash,
stock awards, option awards, non-equity incentive plan
compensation, changes in pension value or nonqualified deferred
compensation earnings or any other compensation from the Company
during the Company’s last completed fiscal year, or was subject to
any other compensation arrangement described in Item 402 of
Regulation S-K.
We do not expect that the Driver Nominees will be unable to stand
for election, but, in the event any Driver Nominee is unable to
serve or for good cause will not serve, the shares of ASRV Common
Stock represented by the enclosed WHITE universal proxy card
will be voted for substitute nominee(s), to the extent this is not
prohibited under the Company’s Amended and Restated Bylaws (the
“Bylaws”) and applicable law. In addition, we reserve the right to
nominate substitute person(s) if the Company makes or announces any
changes to the Bylaws or takes or announces any other action that
has, or if consummated would have, the effect of disqualifying any
Driver Nominee, to the extent this is not prohibited under the
Bylaws and applicable law. In any such case, we would identify and
properly nominate such substitute nominee(s) in accordance with the
Bylaws and the shares of ASRV Common Stock represented by the
enclosed WHITE universal proxy card will be voted for such
substitute nominee(s). We reserve the right to nominate additional
person(s), to the extent this is not prohibited under the Bylaws
and applicable law, if the Company increases the size of the Board
above its existing size or increases the number of directors whose
terms expire at the Annual Meeting.
Certain information about the Company’s nominees are set forth in
the Company’s proxy statement. Driver is not responsible for the
accuracy of any information provided by or relating to ASRV or its
nominees contained in any proxy solicitation materials filed or
disseminated by, or on behalf of, ASRV or any other statements that
ASRV or its representatives have made or may otherwise make.
Shareholders are permitted to vote for less than three nominees or
for any combination (up to three total) of the Driver Nominees and
the Company’s nominees on the WHITE universal proxy card.
IMPORTANTLY, IF YOU MARK MORE THAN THREE “FOR” BOXES WITH
RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE
ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
WE URGE YOU TO VOTE “FOR” THE ELECTION OF THE DRIVER NOMINEES ON
THE ENCLOSED WHITE UNIVERSAL PROXY CARD.
PROPOSAL 2
RATIFICATION OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
As discussed in further detail in the Company’s proxy statement,
the Audit Committee of the Board has appointed S.R. Snodgrass P.C.,
(“S.R. Snodgrass”) as the independent registered public accounting
firm for the fiscal year ending December 31, 2023, and the Board is
requesting that shareholders ratify such selection. Additional
information regarding this proposal is contained in the Company’s
proxy statement.
WE MAKE NO RECOMMENDATION WITH RESPECT TO THIS PROPOSAL AND
INTEND TO VOTE OUR SHARES “FOR” THIS PROPOSAL.
PROPOSAL 3
ADVISORY (NON-BINDING) VOTE ON THE COMPENSATION OF THE COMPANY’S
NAMED EXECUTIVE OFFICERS
As discussed in further detail in the Company’s proxy statement,
the Company is submitting a non-binding proposal allowing
shareholders to cast an advisory vote on the Company’s compensation
program at the Annual Meeting. This proposal, commonly known as a
“say-on-pay” vote, gives shareholders of ASRV an opportunity to
endorse or not endorse the Company’s executive compensation
programs and policies through the following resolution:
“RESOLVED, that the compensation paid to the company’s named
executive officers, as disclosed pursuant to the compensation
disclosure rules of the Securities and Exchange Commission,
including the narrative disclosure regarding executive
compensation, the compensation tables and any related material
disclosed in this proxy statement, is hereby APPROVED.”
WE URGE YOU TO VOTE “[•]” THE ADVISORY (NON-BINDING) PROPOSAL ON
THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS
VOTING AND PROXY PROCEDURES
Except with respect to the election of directors, each shareholder
is entitled to one vote for each share held. Only shareholders of
record on the Record Date will be entitled to vote at the Annual
Meeting or at any adjournments. Shareholders who sell their shares
of ASRV Common Stock before the Record Date (or acquire them
without voting rights after the Record Date) may not vote such
shares. Shareholders of record on the Record Date will retain their
voting rights in connection with the Annual Meeting even if they
sell such shares after the Record Date. Based on publicly available
information, Driver believes that the only outstanding class of
securities of the Company entitled to vote at the Annual Meeting is
the ASRV Common Stock.
Shares of ASRV Common Stock represented by properly executed
WHITE universal proxy cards will be voted at the Annual
Meeting as marked and, in the absence of specific instructions,
will be voted FOR the election of the Driver Nominees to the
Board, FOR Proposal 2, and [•] Proposal 3, and in the
discretion of the persons named as proxies on all other matters as
may properly come before the Annual Meeting, as described
herein.
Driver and ASRV will each be using a universal proxy card for
voting on the election of directors at the Annual Meeting, which
will include the names of all nominees for election to the Board.
Shareholders will have the ability to vote for up to three nominees
on Driver’s enclosed WHITE universal proxy card. There is
no need to use the Company’s [•] proxy card or voting
instruction form, regardless of how you wish to vote.
The Company has a classified Board, which is currently divided into
three classes. The terms of three Class I directors expire at the
Annual Meeting. Through the attached Proxy Statement and enclosed
WHITE universal proxy card, we are soliciting proxies to
elect the Driver Nominees,
Shareholders are permitted to vote for less than three nominees or
for any combination (up to three total) of the Driver Nominees and
the Company’s nominees on the WHITE universal proxy card. We
believe the best opportunity for the Driver Nominees to be elected
is by voting on the WHITE universal proxy card. Driver
therefore urges shareholders using our WHITE universal proxy
card to vote “FOR” the Driver Nominees.
IMPORTANTLY, IF YOU MARK MORE THAN THREE “FOR” BOXES WITH
RESPECT TO THE ELECTION OF DIRECTORS, ALL OF YOUR VOTES FOR THE
ELECTION OF DIRECTORS WILL BE DEEMED INVALID.
QUORUM; BROKER NON-VOTES; DISCRETIONARY VOTING
A quorum is the minimum number of shares of ASRV Common Stock that
must be represented at a duly called meeting in person or by proxy
in order to legally conduct business at the meeting. The presence,
in person or by proxy, of shareholders entitled to cast at least a
majority of the votes that all shareholders are entitled to cast
constitutes a quorum for the transaction of business at the Annual
Meeting. Abstentions and broker non-votes will not constitute or be
counted as “votes” cast for purposes of the Annual Meeting, but
will be counted for purposes of determining the presence of a
quorum.
If you hold your shares in street name and do not provide voting
instructions to your broker, bank or other nominee on how to vote,
your shares will not be voted on any proposal on which your broker
does not have discretionary authority to vote (a “broker
non-vote”). Under applicable rules, your broker will not have
discretionary authority to vote your shares at the Annual Meeting
on Proposal 1 and Proposal 3.
VOTES REQUIRED FOR APPROVAL
Proposal 1: Election of Directors – According to the
information contained in the Company’s proxy statement, directors
will be elected by a plurality of votes cast by shares entitled to
vote at the Annual Meeting. As a result, the three director
nominees receiving the highest number of “FOR” votes will be
elected as directors. If you vote “FOR” less than three (3)
nominees in Proposal 1, your shares will only be voted “FOR” those
nominees you have so marked. If you vote “FOR” more than three (3)
nominees, all of your votes on Proposal 1 will be invalid and will
not be counted. The Company has indicated that abstentions and any
broker non-votes will have no direct effect on the outcome of the
election of directors. Holders of ASRV Common Stock are entitled to
cumulate their vote in the election of directors.
Proposal 2: Ratification of Independent Registered Public
Accounting Firm – According to the information contained in the
Company’s proxy statement, the affirmative vote of a majority of
the votes cast at the Annual Meeting is required to approve the
ratification of the appointment of S.R. Snodgrass. The Company has
indicated abstentions and any broker non-votes will not be included
in determining the number of votes cast.
Proposal 3: Advisory (Non-Binding) Vote On the Compensation of
the Company’s Named Executive Officers– According to the
information contained in the Company’s proxy statement, the
affirmative vote of a majority of the votes cast at the Annual
Meeting is required to approve the advisory (non-binding) vote on
the compensation of its named executive officers. The Company has
indicated abstentions and any broker non-votes will not be included
in determining the number of votes cast.
REVOCATION OF PROXIES
Shareholders of the Company may revoke their proxies at any time
prior to exercise by attending the Annual Meeting and voting in
person (although, attendance at the Annual Meeting will not in and
of itself constitute revocation of a proxy), by delivering a
written notice of revocation or by signing and delivering a
subsequently dated proxy which is properly completed. The
revocation may be delivered either to Driver in care of Saratoga at
the address set forth on the back cover of this Proxy Statement or
to the Company’s Corporate Secretary at P.O. Box 430, Johnstown,
Pennsylvania 15907-0430 or any other address provided by the
Company. Although a revocation is effective if delivered to the
Company, Driver requests that either the original or photostatic
copies of all revocations be mailed to Driver in care of Saratoga
at the address set forth on the back cover of this Proxy Statement
so that we will be aware of all revocations and can more accurately
determine if and when proxies have been received from the holders
of record on the Record Date of a majority of the votes that all
shareholders are entitled to cast at the Annual Meeting.
Additionally, Saratoga may use this information to contact
shareholders who have revoked their proxies in order to solicit
later dated proxies for the election of the Driver Nominees.
IF YOU WISH TO VOTE FOR THE ELECTION OF THE DRIVER NOMINEES,
PLEASE SIGN, DATE AND RETURN THE ENCLOSED WHITE UNIVERSAL PROXY
CARD TODAY IN THE POSTAGE-PAID ENVELOPE PROVIDED.
SOLICITATION OF PROXIES
The solicitation of proxies pursuant to this Proxy Statement is
being made by Driver. Proxies may be solicited by mail, facsimile,
telephone, Internet, in person and by advertisements. Solicitations
may be made by certain of the respective directors, officers,
members and employees of Driver, none of whom will, except as
described elsewhere in this Proxy Statement, receive additional
compensation for such solicitation. The Driver Nominees may make
solicitations of proxies but, except as described herein, will not
receive compensation for acting as director nominees.
Members of Driver have entered into an agreement with Saratoga for
solicitation and advisory services in connection with this
solicitation, for which Saratoga will receive a fee not to exceed
$•, together with reimbursement for its reasonable out-of-pocket
expenses, and will be indemnified against certain liabilities and
expenses, including certain liabilities under the federal
securities laws. Saratoga will solicit proxies from individuals,
brokers, banks, bank nominees and other institutional holders.
Driver has requested banks, brokerage houses and other custodians,
nominees and fiduciaries to forward all solicitation materials to
the beneficial owners of the shares of ASRV Common Stock they hold
of record. Driver will reimburse these record holders for their
reasonable out-of-pocket expenses in so doing. It is anticipated
that Saratoga will employ approximately • persons to solicit
shareholders for the Annual Meeting.
The entire expense of soliciting proxies is being borne by Driver.
Costs of this solicitation of proxies are currently estimated to be
approximately $• (including, but not limited to, fees for
attorneys, solicitors and other advisors, and other costs
incidental to the solicitation). Driver estimates that through the
date hereof its expenses in connection with this solicitation are
approximately $•. To the extent legally permissible, if Driver is
successful in its proxy solicitation, Driver intends to seek
reimbursement from the Company for the expenses it incurs in
connection with this solicitation. Driver does not intend to submit
the question of such reimbursement to a vote of security holders of
the Company.
ADDITIONAL PARTICIPANT INFORMATION
The participants in the solicitation are anticipated to be Driver
Management, Partners, Mr. Cooper and the other Driver Nominees
(each, a “Participant” and collectively, the “Participants”).
The principal business address of each of Driver Management,
Partners and Mr. Cooper is 1266 E. Main Street, Suite 700R,
Stamford, CT 06902.
The principal business of Partners is investing in securities. The
principal business of Driver Management is serving as the general
partner of Partners and managing certain other investments on
behalf of separately managed accounts (the “SMAs”) and other
investment vehicles. The principal occupation of Mr. Cooper is
serving as the managing member of Driver Management.
As of the date hereof, Partners directly beneficially owns 201,000
shares of ASRV Common Stock. As of the date hereof, 1,276,919
shares of ASRV Common Stock were held in the SMAs. Driver
Management, as the general partner of Partners and investment
manager to the SMAs, may be deemed to beneficially own the (i)
201,000 shares of ASRV Common Stock owned by Partners and (ii)
1,276,919 shares of ASRV Common Stock held in the SMAs. Mr. Cooper,
as the managing member of Driver Management, may be deemed to
beneficially own the (i) 201,000 shares of ASRV Common Stock owned
by Partners and (ii) 1,276,919 shares of ASRV Common Stock held in
the SMAs.
The shares of ASRV Common Stock purchased by Partners and the SMAs
were purchased with working capital in open market purchases.
Except as set forth in this Proxy Statement (including the
Schedules hereto), (i) during the past ten (10) years, no
Participant has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); (ii) no Participant
directly or indirectly beneficially owns any securities of the
Company; (iii) no Participant owns any securities of the Company
which are owned of record but not beneficially; (iv) no Participant
has purchased or sold any securities of the Company during the past
two (2) years; (v) no part of the purchase price or market value of
the securities of the Company owned by any Participant is
represented by funds borrowed or otherwise obtained for the purpose
of acquiring or holding such securities; (vi) no Participant is, or
within the past year was, a party to any contract, arrangements or
understandings with any person with respect to any securities of
the Company, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or
guarantees of profit, division of losses or profits, or the giving
or withholding of proxies; (vii) no associate of any Participant
owns beneficially, directly or indirectly, any securities of the
Company; (viii) no Participant owns beneficially, directly or
indirectly, any securities of any parent or subsidiary of the
Company; (ix) no Participant or any of his, her or its associates
or immediate family members was a party to any transaction, or
series of similar transactions, since the beginning of the
Company’s last fiscal year, or is a party to any currently proposed
transaction, or series of similar transactions, to which the
Company or any of its subsidiaries was or is to be a party, in
which the amount involved exceeds $120,000, except for personal or
business banking relationships with the Company in its ordinary
course of business; (x) no Participant or any of his, her or its
associates has any arrangement or understanding with any person
with respect to any future employment by the Company or its
affiliates, or with respect to any future transactions to which the
Company or any of its affiliates will or may be a party; and (xi)
no Participant has a substantial interest, direct or indirect, by
securities holdings or otherwise in any matter to be acted on at
the Annual Meeting.
There are no material proceedings to which any Participant or any
of his or its associates is a party adverse to the Company or any
of its subsidiaries or has a material interest adverse to the
Company or any of its subsidiaries. Except as disclosed herein,
with respect to the Driver Nominees, none of the events enumerated
in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act
(“Regulation S-K”) occurred during the past ten (10) years.
Except as disclosed herein, none of the Driver Nominees nor any of
their associates has received any fees earned or paid in cash,
stock awards, option awards, non-equity incentive plan
compensation, changes in pension value or nonqualified deferred
compensation earnings or any other compensation from the Company
during the Company’s last completed fiscal year, or was subject to
any other compensation arrangement described in Item 402 of
Regulation S-K.
OTHER MATTERS AND ADDITIONAL INFORMATION
Driver is unaware of any other matters to be considered at the
Annual Meeting. However, should other matters, which Driver is not
aware of at a reasonable time before this solicitation, be brought
before the Annual Meeting, the persons named as proxies on the
enclosed WHITE universal proxy card will vote on such
matters in their discretion.
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy statements
and annual reports. This means that only one copy of this Proxy
Statement may have been sent to multiple shareholders in your
household. We will promptly deliver a separate copy of the document
to you if you contact our proxy solicitor, Saratoga, at the
following address or phone number: 520 8th Avenue, 14th Floor, New
York, New York 10018 or call toll free at (888) 368-0379. If you
want to receive separate copies of our proxy materials in the
future, or if you are receiving multiple copies and would like to
receive only one copy for your household, you should contact your
bank, broker or other nominee record holder, or you may contact our
proxy solicitor at the above address or phone number.
The information concerning the Company and the proposals in the
Company’s proxy statement contained in this Proxy Statement has
been taken from, or is based upon, publicly available documents on
file with the SEC and other publicly available information.
Although we have no knowledge that would indicate that statements
relating to the Company contained in this Proxy Statement, in
reliance upon publicly available information, are inaccurate or
incomplete, to date we have not had access to the books and records
of the Company, were not involved in the preparation of such
information and statements and are not in a position to verify such
information and statements. All information relating to any person
other than the Participants is given only to the knowledge of
Driver.
This Proxy Statement is dated February 8, 2023. You should not
assume that the information contained in this Proxy Statement is
accurate as of any date other than such date, and the mailing of
this Proxy Statement to shareholders shall not create any
implication to the contrary.
SHAREHOLDER PROPOSALS
Any shareholder who desires to submit a proposal for inclusion in
the Company’s proxy materials relating to the 2024 annual meeting
of shareholders (the “2024 Annual Meeting”) in accordance with the
rules of the SEC must submit such proposal in writing, addressed
to: Non-Executive Chairman of the Board of Directors, AmeriServ
Financial, Inc., Executive Offices, P.O. Box 430, Johnstown,
Pennsylvania 15907-0430 no later than •. In accordance with the
Bylaws, a shareholder who desires to propose a matter for
consideration at an annual meeting of shareholders, even if the
proposal is not submitted by the deadline for inclusion in the
Company’s proxy materials, must comply with the procedures
specified in the Bylaws, including providing notice thereof in
writing, delivered or mailed by first-class United States mail,
postage prepaid, to the Non-Executive Chairman of the Board of
Directors at the address above, not less than 90 days nor more than
120 days prior to the anniversary date of the previous year’s
annual meeting. Assuming the 2024 Annual Meeting is held within
thirty days before or after •, this period will begin on • and will
end on •.
The information set forth above regarding the procedures for
submitting shareholder proposals for consideration at the 2024
Annual Meeting is based on information contained in the Company’s
proxy statement and the Bylaws. The incorporation of this
information in this Proxy Statement should not be construed as an
admission by Driver that such procedures are legal, valid or
binding.
CERTAIN ADDITIONAL INFORMATION
WE HAVE OMITTED FROM THIS PROXY STATEMENT CERTAIN DISCLOSURE
REQUIRED BY APPLICABLE LAW THAT IS EXPECTED TO BE INCLUDED IN THE
COMPANY’S PROXY STATEMENT RELATING TO THE ANNUAL MEETING BASED ON
OUR RELIANCE ON RULE 14A-5(C) UNDER THE EXCHANGE ACT. THIS
DISCLOSURE IS EXPECTED TO INCLUDE, AMONG OTHER THINGS, CURRENT
BIOGRAPHICAL INFORMATION ON THE COMPANY’S DIRECTORS AND EXECUTIVE
OFFICERS, INFORMATION CONCERNING EXECUTIVE COMPENSATION AND
DIRECTOR COMPENSATION, INFORMATION CONCERNING THE COMMITTEES OF THE
BOARD AND OTHER INFORMATION CONCERNING THE BOARD, INFORMATION
CONCERNING CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS,
INFORMATION ABOUT THE COMPANY’S INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM AND OTHER IMPORTANT INFORMATION. SHAREHOLDERS
ARE DIRECTED TO REFER TO THE COMPANY’S PROXY STATEMENT FOR THE
FOREGOING INFORMATION, INCLUDING INFORMATION REQUIRED BY ITEM 7 OF
SCHEDULE 14A WITH REGARD TO THE COMPANY’S NOMINEES. SHAREHOLDERS
CAN ACCESS THE COMPANY’S PROXY STATEMENT AND ANY OTHER RELEVANT
DOCUMENTS DISCLOSING THIS INFORMATION, WITHOUT COST, ON THE SEC’S
WEBSITE AT WWW.SEC.GOV.
SEE SCHEDULE II FOR INFORMATION REGARDING PERSONS WHO BENEFICIALLY
OWN MORE THAN 5% OF THE SHARES AND THE OWNERSHIP OF THE SHARES BY
THE DIRECTORS AND MANAGEMENT OF THE COMPANY.
DRIVER MANAGEMENT COMPANY LLC
•, 2023
SCHEDULE I
TRANSACTIONS IN SECURITIES OF the Company
DURING THE PAST TWO YEARS
|
Nature of Transaction |
Amount of Securities
Purchased/(Sold)
|
Date of
Purchase/Sale
|
DRIVER OPPORTUNITY PARTNERS I LP
|
Purchase of ASRV Common Stock |
1,000 |
08/19/2022 |
|
Purchase of ASRV Common Stock |
8,411 |
11/07/2022 |
|
Purchase of ASRV Common Stock |
16,589 |
11/08/2022 |
|
Purchase of ASRV Common Stock |
12,348 |
11/11/2022 |
|
Purchase of ASRV Common Stock |
12,652 |
11/14/2022 |
|
Purchase of ASRV Common Stock |
50,000 |
11/15/2022 |
|
Purchase of ASRV Common Stock |
100,000 |
01/10/2023 |
DRIVER MANAGEMENT COMPANY LLC
(Through Separately Managed Accounts)
|
Purchase of ASRV Common Stock |
1,459 |
05/09/2022 |
|
Purchase of ASRV Common Stock |
7,951 |
05/10/2022 |
|
Purchase of ASRV Common Stock |
10,283 |
05/11/2022 |
|
Purchase of ASRV Common Stock |
16,987 |
05/12/2022 |
|
Purchase of ASRV Common Stock |
4,700 |
05/13/2022 |
|
Purchase of ASRV Common Stock |
5,600 |
05/16/2022 |
|
Purchase of ASRV Common Stock |
4,145 |
05/18/2022 |
|
Purchase of ASRV Common Stock |
11,197 |
05/19/2022 |
|
Purchase of ASRV Common Stock |
12,054 |
05/20/2022 |
|
Purchase of ASRV Common Stock |
384 |
05/31/2022 |
|
Purchase of ASRV Common Stock |
354 |
06/01/2022 |
|
Purchase of ASRV Common Stock |
14,200 |
06/02/2022 |
|
Purchase of ASRV Common Stock |
5,079 |
06/03/2022 |
|
Purchase of ASRV Common Stock |
8,311 |
06/09/2022 |
|
Purchase of ASRV Common Stock |
98,811 |
06/10/2022 |
|
Purchase of ASRV Common Stock |
834 |
06/13/2022 |
|
Purchase of ASRV Common Stock |
75,500 |
06/14/2022 |
|
Purchase of ASRV Common Stock |
14,300 |
06/15/2022 |
|
Purchase of ASRV Common Stock |
44,300 |
06/16/2022 |
|
Purchase of ASRV Common Stock |
273 |
06/17/2022 |
|
Purchase of ASRV Common Stock |
15,000 |
06/21/2022 |
|
Purchase of ASRV Common Stock |
15 |
06/22/2022 |
|
Purchase of ASRV Common Stock |
25,728 |
06/23/2022 |
|
Purchase of ASRV Common Stock |
655 |
06/24/2022 |
|
Purchase of ASRV Common Stock |
25,300 |
06/27/2022 |
|
Purchase of ASRV Common Stock |
15,000 |
06/28/2022 |
|
Purchase of ASRV Common Stock |
33,882 |
06/30/2022 |
|
Purchase of ASRV Common Stock |
269 |
07/07/2022 |
|
Purchase of ASRV Common Stock |
28,477 |
07/11/2022 |
|
Purchase of ASRV Common Stock |
882 |
07/12/2022 |
|
Purchase of ASRV Common Stock |
300 |
07/13/2022 |
|
Purchase of ASRV Common Stock |
18,700 |
07/14/2022 |
|
Purchase of ASRV Common Stock |
295 |
07/15/2022 |
|
Purchase of ASRV Common Stock |
285 |
07/18/2022 |
|
Purchase of ASRV Common Stock |
17,660 |
07/19/2022 |
|
Purchase of ASRV Common Stock |
409 |
09/08/2022 |
|
Purchase of ASRV Common Stock |
9,300 |
09/14/2022 |
|
Purchase of ASRV Common Stock |
8,517 |
09/15/2022 |
|
Purchase of ASRV Common Stock |
245,382 |
11/08/2022 |
|
Purchase of ASRV Common Stock |
2,574 |
12/12/2022 |
|
Purchase of ASRV Common Stock |
14,431 |
12/13/2022 |
|
Purchase of ASRV Common Stock |
14,550 |
12/14/2022 |
|
Purchase of ASRV Common Stock |
1,632 |
12/15/2022 |
|
Purchase of ASRV Common Stock |
2,207 |
12/16/2022 |
|
Purchase of ASRV Common Stock |
100 |
12/29/2022 |
|
Purchase of ASRV Common Stock |
150,000 |
12/29/2022 |
JULIUS D. RUDOLPH
|
Purchase of ASRV Common Stock |
5 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
34 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
1 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
7 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
2 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
27 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
400 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
200 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
100 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
6 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
477 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
541 |
02/09/2021 |
|
Purchase of ASRV Common Stock |
2,600 |
02/09/2021 |
|
Sale of ASRV Common Stock |
(4,800) |
03/25/2021 |
|
Sale of ASRV Common Stock |
(200) |
03/25/2021 |
|
Purchase of ASRV Common Stock |
100 |
04/08/2021 |
|
Purchase of ASRV Common Stock |
1,400 |
04/08/2021 |
|
Sale of ASRV Common Stock |
(300) |
04/29/2021 |
|
Sale of ASRV Common Stock |
(190) |
04/29/2021 |
|
Sale of ASRV Common Stock |
(1,000) |
04/29/2021 |
|
Sale of ASRV Common Stock |
(10) |
04/29/2021 |
SCHEDULE II
The following table is reprinted from
the Company’s preliminary proxy statement filed with the Securities
and Exchange Commission on •, 2023.
IMPORTANT
Tell your Board what you think! Your vote is important. No matter
how many shares of ASRV Common Stock you own, please give us your
proxy FOR the election of the Driver Nominees and in
accordance with our recommendations on the other proposals on the
agenda for the Annual Meeting by SIGNING, DATING AND MAILING
the enclosed WHITE universal proxy card TODAY in the
envelope provided (no postage is required if mailed in the United
States).
If any of your shares of ASRV Common Stock are held in the name
of a broker, only it can vote such shares of ASRV Common Stock and
only upon receipt of your specific instructions. Depending upon
your broker, you may be able to vote either by toll-free telephone
or by the Internet. Please refer to the enclosed voting form for
instructions on how to vote electronically. You may also vote by
signing, dating and returning the enclosed WHITE voting
form.
If you have any questions or require any additional information
concerning this Proxy Statement, please contact Saratoga at the
phone number or address set forth below.
|
If you have any questions, require assistance in voting your
WHITE universal proxy card,
or need additional copies of Driver’s proxy materials,
please contact Saratoga at the phone numbers listed
below.
Shareholders call toll free at (888) 368-0379
Email: info@saratogaproxy.com
|
WHITE UNIVERSAL PROXY CARD
PRELIMINARY PROXY STATEMENT SUBJECT TO COMPLETION
DATED FEBRUARY 8, 2023
AMERISERV FINANCIAL, INC.
2023 ANNUAL MEETING OF SHAREHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF DRIVER MANAGEMENT COMPANY LLC
AND THE OTHER PARTICIPANTS NAMED IN THIS PROXY SOLICITATION
(COLLECTIVELY, “DRIVER”)
THE BOARD OF DIRECTORS OF AMERISERV FINANCIAL, INC.
IS NOT SOLICITING THIS PROXY
P R O X Y
The undersigned appoints J. Abbott R. Cooper and John Ferguson, and
each of them, as attorneys and agents with full power of
substitution to vote all shares of common stock (the “ASRV Common
Stock”) of AmeriServ Financial, Inc., a Pennsylvania corporation
(the “Company”) which the undersigned would be entitled to vote if
personally present at the 2023 Annual Meeting of Shareholders of
the Company scheduled to be held on [April 25, 2023 at 1:30 p.m.,
Eastern Time] (including any adjournments or postponements thereof
and any meeting called in lieu thereof, the “Annual Meeting”).
The undersigned hereby revokes any other proxy or proxies
heretofore given to vote or act with respect to the shares of ASRV
Common Stock of the Company held by the undersigned, and hereby
ratifies and confirms all action the herein named attorneys and
proxies, their substitutes, or any of them may lawfully take by
virtue hereof. If properly executed, this Proxy will be voted as
directed on the reverse and in the discretion of the herein named
attorneys and proxies or their substitutes with respect to any
other matters as may properly come before the Annual Meeting that
are unknown to Driver a reasonable time before this
solicitation.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
INDICATED WITH RESPECT TO THE PROPOSALS ON THE REVERSE, THIS PROXY
WILL BE VOTED “for”
THE THREE (3) DRIVER NOMINEES IN PROPOSAL 1, “FOR” PROPOSAL 2 AND
“[•]” PROPOSAL 3.
This Proxy will be valid until the completion of the Annual
Meeting. This Proxy will only be valid in connection with Driver’s
solicitation of proxies for the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting
This Proxy Statement and our WHITE universal proxy card are
available at
•
IMPORTANT: PLEASE SIGN, DATE AND MAIL THIS PROXY CARD PROMPTLY!
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
WHITE UNIVERSAL PROXY CARD
[X] Please mark vote as in this example
DRIVER
STRONGLY RECOMMENDS THAT SHAREHOLDERS VOTE “for” THE THREE DRIVER NOMINEES, AND NOT TO VOTE
“FOR” THE THREE COMPANY NOMINEES LISTED BELOW IN PROPOSAL
1.
YOU MAY SUBMIT VOTES “FOR” UP TO THREE NOMINEES IN TOTAL.
You are permitted to vote
for less than THREE nominees. IMPORTANTLY, IF YOU
MARK MORE THAN THREE “FOR” BOXES WITH RESPECT TO THE ELECTION OF
DIRECTORS, ALL OF YOUR VOTES FOR THE ELECTION OF DIRECTORS WILL BE
DEEMED INVALID. IF YOU MARK FEWER THAN THREE “FOR” BOXES WITH
RESPECT TO THE ELECTION OF DIRECTORS, THIS PROXY CARD, WHEN DULY
EXECUTED, WILL BE VOTED ONLY “FOR” THOSE NOMINEES YOU HAVE SO
MARKED.
|
1. |
Election of three Class I directors
to serve until the Company’s 2026 annual meeting of shareholders
and until their successors have been duly elected and
qualified. |
|
DRIVER Nominees |
FOR |
WITHHOLD |
|
a)
J. Abbott R. Cooper |
¨ |
¨ |
|
b)
Julius D. Rudolph |
¨ |
¨ |
|
c)
Brandon L. Simmons |
¨ |
¨ |
|
COMPANY Nominees OPPOSED BY DRIVER |
FOR |
WITHHOLD |
|
a)
Allan R. Dennison |
¨ |
¨ |
|
b)
Daniel A. Onorato |
¨ |
¨ |
|
c)
Sara A. Sargent |
¨ |
¨ |
DRIVER MAKES NO
RECOMMENDATION WITH RESPECT TO PROPOSAL 2.
|
2. |
The Company’s proposal to ratify
the appointment of S.R. Snodgrass P.C. as the Company’s independent
registered public accounting firm for the fiscal year ending
December 31, 2023. |
|
|
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
DRIVER[RECOMMENDS]
THAT SHAREHOLDERS VOTE “[•]” PROPOSAL 3.
|
3. |
The Company’s proposal to vote, an
advisory vote, to approve the compensation of the named executive
officers of the Company. |
|
|
¨ FOR |
¨ AGAINST |
¨ ABSTAIN |
WHITE UNIVERSAL PROXY CARD
DATED:
____________________________
____________________________________
(Signature)
____________________________________
(Signature, if held jointly)
____________________________________
(Title)
WHEN SHARES ARE HELD JOINTLY, JOINT OWNERS SHOULD EACH SIGN.
EXECUTORS, ADMINISTRATORS, TRUSTEES, ETC., SHOULD INDICATE THE
CAPACITY IN WHICH THEY ARE SIGNING. PLEASE SIGN EXACTLY AS NAME
APPEARS ON THIS PROXY.
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