Intends to Nominate New Candidates Richard
Bloomingdale and David Hickton,
Along With Current Director Daniel
Onorato, for Election to the Board
Notes That New Candidates Bring Additive
Experience and Relevant Qualifications That Support Priority Areas,
Including Cybersecurity, Human Capital Management and Business
Development
Reaffirms Commitment to Ongoing Refreshment
and Thanks Retiring Board Members Allan Dennison and Sara Sargent for Their Years of Strong
Contributions
JOHNSTOWN, Pa., March 13,
2023 /PRNewswire/ -- AmeriServ Financial, Inc.
("AmeriServ" or the "Company") (NASDAQ: ASRV) today announced its
slate of nominees for election to the Board of Directors (the
"Board") at the 2023 Annual Meeting of Shareholders (the "Annual
Meeting"). In addition to current director Daniel Onorato, AmeriServ's slate includes
Richard Bloomingdale and
David Hickton. Messrs. Bloomingdale
and Hickton were selected following thorough search and vetting
processes, which were informed by shareholder feedback and
supported by independent advisors. Each member of the Company's
slate brings additive experience and relevant qualifications:
- Richard "Rick" Bloomingdale – Mr. Bloomingdale is the
recently retired President of the
Pennsylvania American Federation of Labor and Congress of
Industrial Organizations ("Pennsylvania AFL-CIO"). In addition to
holding the President role for 12
years, he previously served as Secretary-Treasurer of the
Pennsylvania AFL-CIO and has a more than four-decade career in
labor relations. The Board believes Mr. Bloomingdale's finance and
labor experience will strengthen AmeriServ's human capital
management efforts and position the Company to further expand its
union business throughout Pennsylvania.
- David Hickton – Mr.
Hickton is currently the Founding Director of the Institute for
Cyber Law, Policy and Security at the University of Pittsburgh. Previously, he was the
U.S. Attorney for the Western District of Pennsylvania. The Board believes Mr. Hickton's
experience in legal affairs, regulatory matters, and data security
and privacy approaches will directly benefit the Company as it
meets customers' expectations for online and mobile
services.
- Daniel Onorato – Mr.
Onorato has been a Board member at AmeriServ since 2020 and is an
executive at Pittsburgh-based
Highmark Health. He is a former two-term Chief Executive of
Allegheny County and previously
held the position of Allegheny County Controller. The Board
believes Mr. Onorato's valuable knowledge of AmeriServ and its
markets as well as relevant experience across the accounting and
legal fields has been additive in the boardroom.
J. Michael Adams, Jr., Chair of
the Board's Nominating and Corporate Governance Committee,
commented:
"We are extremely pleased to announce these nominees as part of
our ongoing refreshment efforts and are confident that each of them
will add substantial value in the boardroom. Collectively, these
high-integrity individuals bring a compelling combination of
relevant expertise and deep understanding of our local markets and
key stakeholders. Rick's track record of leadership in organized
labor, David's legal acumen and cybersecurity expertise, and Dan's
strong business and public service background will ensure that our
Board is even more well-rounded going forward. In particular, the
Company expects to leverage Rick's deep ties in organized labor to
further expand our union business throughout Pennsylvania. Additionally, in his service to
date as a director, Dan has already been a substantial contributor
and we look forward to shareholders being able to vote on his
election, along with that of Rick and David, at the Annual
Meeting."
Mr. Adams added:
"As demonstrated by today's announcement, the Board is committed
to ongoing refreshment with new, independent perspectives, and
pursuing sound corporate governance. Assuming Rick and David are
elected as directors, nearly half of our Board will have been
refreshed over the past three years. Ultimately, we are focused on
ensuring that we have the best Board possible to oversee the
Company and its strategy, while creating long-term value for
shareholders and all our stakeholders."
Chairman Allan Dennison and
director Sara Sargent will not stand
for re-election, in keeping with the Board's retirement policy, and
their terms will expire at the Annual Meeting.
Jeffrey A. Stopko, AmeriServ's
President and Chief Executive
Officer, concluded:
"We would also like to extend a sincere thank you to Allan and
Sara for their many years of service on the Board. Their
dedication, expertise and perspectives have been invaluable in
helping to guide AmeriServ's strategy. As Chairman, Allan has put
in countless hours ensuring that the best interests of all
stakeholders have been represented. We wish both Allan and Sara all
the best."
DETAILED BIOGRAPHIES
Richard "Rick" W. Bloomingdale
Mr. Bloomingdale recently retired as President of the Pennsylvania AFL-CIO, the
state's largest labor federation, after serving in that role for 12
years. As President, Mr.
Bloomingdale helped start the National AFL-CIO's Future of Work
Committee in partnership with Carnegie Mellon
University in Pittsburgh.
During his 45-year career in the labor movement he also served as
Secretary-Treasurer of the AFL-CIO, where he was responsible for
all financial operations of the organization, including overseeing
the budget, relevant financial filings and the political action
program.
Mr. Bloomingdale was previously appointed by Pennsylvania
Governors to the Unemployment Compensation Board of Review, the
State Workforce Development Board, and as Co-Chair of the
Middle-Class Task Force and the Workforce Command Center.
Mr. Bloomingdale has served on various boards and commissions
throughout his career, including the National AFL-CIO General Board
and, currently, on the AmeriServ Trust Board and the Board of
Highmark Inc.
Mr. Bloomingdale graduated from the University of Arizona with a bachelor's degree in
government.
David J. Hickton
Mr. Hickton is a former U.S. Attorney for the Western District
of Pennsylvania, where he created
a dedicated national security and cyber division within the office,
served as the Department of Justice (DOJ) leader on the opioid
epidemic, established a dedicated civil rights division within the
U.S. Attorney's office and led landmark actions against education
fraud, among other meaningful accomplishments.
He currently serves as Founding Director and Professor of Law
for the Institute for Cyber Law, Policy, and Security at the
University of Pittsburgh. He also
recently joined the Center for Strategic and International Studies
– a bipartisan national security policy research organization that
is involved in the White House National Cybersecurity Strategy – as
a non-resident senior adviser to the Strategic Technologies
Program. Mr. Hickton previously served as Staff Director and Senior
Counselor for the House of Representatives Select Subcommittee on
the Coronavirus Crisis.
Mr. Hickton received a bachelor's degree from Pennsylvania State University and a Juris Doctorate
from the University of Pittsburgh.
Daniel A. Onorato
Mr. Onorato is a former two-term Chief Executive of Allegheny County. Before that, Mr. Onorato
served as Allegheny County's
Controller and as a member of the Pittsburgh City Council. His
professional background also includes work as an attorney and
certified public accountant (CPA). Currently, he is Executive Vice
President and Chief Corporate Affairs Officer for Pittsburgh-based Highmark Health. In this
role, Mr. Onorato has a broad portfolio of responsibilities,
including public policy, government and regulatory affairs,
community investment and corporate communications. He also serves
as Chairman of the Highmark Foundation, Executive Director of the
Caring Foundation and is on both the Board of Directors and the
Executive Committee of the Jefferson Foundation.
Mr. Onorato is a member of the Investment/Asset Liability
Committee and the Audit Committee of the AmeriServ Board, which he
joined in 2020. He is the Board's designated Audit Committee
financial expert under applicable U.S. Securities and Exchange
Commission rules. Mr. Onorato also serves on the Board of Directors
of the Pennsylvania Chamber of
Commerce, Greater Pittsburgh
Chamber of Commerce, Allegheny County Parks Foundation and Catholic
Charities of the Diocese of Pittsburgh.
Mr. Onorato has a bachelor's degree in accounting from
Pennsylvania State University and a
Juris Doctorate from the University of
Pittsburgh.
ABOUT AMERISERV FINANCIAL, INC.
AmeriServ Financial, Inc. is the parent of AmeriServ Financial
Bank and AmeriServ Trust and Financial Services Company in
Johnstown, Pennsylvania. The
Company's subsidiaries provide full-service banking and wealth
management services through 17 community offices in southwestern
Pennsylvania and Hagerstown, Maryland. The Company also
operates loan production offices in Altoona and Monroeville, Pennsylvania. On December 31, 2022, AmeriServ had total assets of
$1.4 billion and a book value of
$6.20 per common share. For more
information, visit www.ameriserv.com.
Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Securities Exchange Act of 1934, as amended, and is
subject to the safe harbors created therein. Such statements are
not historical facts and include expressions about management's
confidence and strategies and management's current views and
expectations about new and existing programs and products,
relationships, opportunities, technology, market conditions,
dividend program, and future payment obligations. These statements
may be identified by such forward-looking terminology as
"continuing," "expect," "look," "believe," "anticipate," "may,"
"will," "should," "projects," "strategy," or similar statements.
Actual results may differ materially from such forward-looking
statements, and no reliance should be placed on any forward-looking
statement. Factors that may cause results to differ materially from
such forward-looking statements include, but are not limited to,
unanticipated changes in the financial markets, the level of
inflation, and the direction of interest rates; volatility in
earnings due to certain financial assets and liabilities held at
fair value; competition levels; loan and investment prepayments
differing from our assumptions; insufficient allowance for credit
losses; a higher level of loan charge-offs and delinquencies than
anticipated; material adverse changes in our operations or
earnings; a decline in the economy in our market areas; changes in
relationships with major customers; changes in effective income tax
rates; higher or lower cash flow levels than anticipated; inability
to hire or retain qualified employees; a decline in the levels of
deposits or loss of alternate funding sources; a decrease in loan
origination volume or an inability to close loans currently in the
pipeline; changes in laws and regulations; adoption, interpretation
and implementation of accounting pronouncements; operational risks,
including the risk of fraud by employees, customers or outsiders;
unanticipated effects of our banking platform; risks and
uncertainties relating to the duration of the COVID-19 pandemic,
and actions that may be taken by governmental authorities to
contain the pandemic or to treat its impact; and the inability to
successfully implement or expand new lines of business or new
products and services. These forward-looking statements
involve risks and uncertainties that could cause AmeriServ's
results to differ materially from management's current
expectations. Such risks and uncertainties are detailed in
AmeriServ's filings with the Securities and Exchange Commission
(the "SEC"), including our Annual Report on Form 10-K for the year
ended December 31, 2022 (when it
becomes available). Forward-looking statements are based on the
beliefs and assumptions of AmeriServ's management and on currently
available information. The statements in this press release are
made as of the date of this press release, even if subsequently
made available by AmeriServ on its website or otherwise. AmeriServ
undertakes no responsibility to publicly update or revise any
forward-looking statement.
IMPORTANT ADDITIONAL INFORMATION
The Company intends to file a proxy statement and GOLD
proxy card with the SEC in connection with the Annual Meeting and,
in connection therewith, the Company, its directors and certain of
its executive officers will be participants in the solicitation of
proxies from the Company's shareholders in connection with such
meeting. SHAREHOLDERS OF THE COMPANY ARE STRONGLY ENCOURAGED TO
READ SUCH PROXY STATEMENT, ACCOMPANYING GOLD PROXY CARD AND ALL
OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE ANNUAL MEETING. The Company's definitive
proxy statement for the 2022 annual meeting of shareholders
contains information regarding the direct and indirect interests,
by security holdings or otherwise, of the Company's directors and
executive officers in the Company's securities. Information
regarding subsequent changes to their holdings of the Company's
securities can be found in the SEC filings on Forms 3, 4, and 5,
which are available on the Company's website at
http://investors.ameriserv.com/sec-filings/insider-filings or
through the SEC's website at www.sec.gov. Information can also be
found in the Company's Annual Report on Form 10-K for the year
ended December 31, 2022 (when it
becomes available). Updated information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the definitive
proxy statement and other materials to be filed with the SEC in
connection with the Annual Meeting. Shareholders will be able to
obtain the definitive proxy statement, any amendments or
supplements to the proxy statement and other documents filed by the
Company with the SEC at no charge at the SEC's website at
www.sec.gov. Copies will also be available at no charge at the
Company's website at
http://investors.ameriserv.com/sec-filings/documents.
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SOURCE AmeriServ Financial, Inc.