AMERISERV FINANCIAL INC /PA/, DEF 14A filed on 6/16/2025
Proxy Statement (definitive)
v3.25.2
Cover
12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name AMERISERV FINANCIAL INC /PA/
Entity Central Index Key 0000707605
v3.25.2
Pay vs Performance Disclosure - USD ($)
12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Dec. 31, 2022
Pay vs Performance Disclosure      
Pay vs Performance Disclosure, Table
PAY VERSUS PERFORMANCE INFORMATION
In August 2022, the SEC adopted final rules to implement Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. The following information about the relationship between executive compensation actually paid and certain financial performance of the Company is provided pursuant to Item 402(v) of SEC Regulation S-K.
Year
Summary
Compensation
Table Total for
Principal
Executive
Officer (“PEO”)(1)
Compensation
Actually Paid
to PEO(2)
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers
(“NEOs”)(3)
Average
Compensation
Actually Paid to
Non-PEO
NEOs(4)
Fixed $100
Investment
Based On Total
Shareholder
Return
(“TSR”)(5)
Net Income
(Loss)
(thousands)(6)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
2024
$503,959
$487,159
$313,289
$301,809
$78.83
$3,601
2023
$561,439
$519,383
$534,440
$522,473
$107.35
$(3,346)
2022
$398,758
$403,714
$287,512
$291,170
$132.75
$7,448
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Stopko (President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Stopko, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Stopko during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Stopko’s total compensation for each year to determine the compensation actually paid:
Year
Reported Summary
Compensation Table
Total for PEO
Reported Value of
Equity Awards(a)
Equity Award
Adjustments(b)
Compensation Actually
Paid to PEO
2024
$503,959
$—
$(16,800)
$487,159
2023
$561,439
$—
$(42,056)
$519,383
2022
$398,758
$—
$4,956
$403,714
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) an amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
2024
$—
$
$—
$(16,800)
$—
$—
$(16,800)
2023
$—
$(4,667)
$—
$(37,389)
$—
$—
$(42,056)
2022
$—
$933
$—
$4,023
$—
$—
$4,956
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Stopko) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Stopko) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023 and 2022, Mr. Lynch and James T. Huerth; and for 2024, Messrs. Finui and Lynch.
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Stopko), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Stopko) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Stopko) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above:
Year
Average Reported
Summary
Compensation Table
Total for Non-PEO
NEOs
Average Reported Value
of Equity Awards
Average Equity Award
Adjustments(a)
Average Compensation
Actually Paid to Non-
PEO NEOs
2024
$313,289
$—
$(11,480)
$301,809
2023
$534,440
$—
$(11,967)
$522,473
2022
$287,512
$—
$3,658
$291,170
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
2024
$—
$
$—
$(11,480)
$—
$—
$(11,480)
2023
$—
$(1,750)
$—
$(10,217)
$—
$—
$(11,967)
2022
$—
$700
$—
$2,958
$—
$—
$3,658
(5)
Cumulative TSR is calculated by dividing the sum of the cumulative amount of cash dividends for the measurement period, assuming dividend reinvestment, and the difference between the Corporation’s share price at the end and the beginning of the measurement period by the share price at the beginning of the measurement period.
(6)
The dollar amounts reported represent the amount of net income (loss) reflected in our consolidated audited financial statements for the applicable year.
   
Named Executive Officers, Footnote
(1)
The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Stopko (President and Chief Executive Officer) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation — Summary Compensation Table.”
(3)
The dollar amounts reported in column (d) represent the average of the amounts reported for our company’s named executive officers as a group (excluding Mr. Stopko) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the named executive officers (excluding Mr. Stopko) included for purposes of calculating the average amounts in each applicable year are as follows: for 2023 and 2022, Mr. Lynch and James T. Huerth; and for 2024, Messrs. Finui and Lynch.
   
PEO Total Compensation Amount $ 503,959 $ 561,439 $ 398,758
PEO Actually Paid Compensation Amount $ 487,159 519,383 403,714
Adjustment To PEO Compensation, Footnote
(2)
The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Stopko, as computed in accordance with Item 402(v) of SEC Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Stopko during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Stopko’s total compensation for each year to determine the compensation actually paid:
Year
Reported Summary
Compensation Table
Total for PEO
Reported Value of
Equity Awards(a)
Equity Award
Adjustments(b)
Compensation Actually
Paid to PEO
2024
$503,959
$—
$(16,800)
$487,159
2023
$561,439
$—
$(42,056)
$519,383
2022
$398,758
$—
$4,956
$403,714
(a)
The grant date fair value of equity awards represents the total of the amounts reported in the “Option Awards” columns in the Summary Compensation Table for the applicable year.
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) an amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
2024
$—
$
$—
$(16,800)
$—
$—
$(16,800)
2023
$—
$(4,667)
$—
$(37,389)
$—
$—
$(42,056)
2022
$—
$933
$—
$4,023
$—
$—
$4,956
   
Non-PEO NEO Average Total Compensation Amount $ 313,289 534,440 287,512
Non-PEO NEO Average Compensation Actually Paid Amount $ 301,809 522,473 291,170
Adjustment to Non-PEO NEO Compensation Footnote
(4)
The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Mr. Stopko), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the named executive officers as a group (excluding Mr. Stopko) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the named executive officers as a group (excluding Mr. Stopko) for each year to determine the compensation actually paid, using the same methodology described in Note 2 above:
Year
Average Reported
Summary
Compensation Table
Total for Non-PEO
NEOs
Average Reported Value
of Equity Awards
Average Equity Award
Adjustments(a)
Average Compensation
Actually Paid to Non-
PEO NEOs
2024
$313,289
$—
$(11,480)
$301,809
2023
$534,440
$—
$(11,967)
$522,473
2022
$287,512
$—
$3,658
$291,170
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
2024
$—
$
$—
$(11,480)
$—
$—
$(11,480)
2023
$—
$(1,750)
$—
$(10,217)
$—
$—
$(11,967)
2022
$—
$700
$—
$2,958
$—
$—
$3,658
   
Compensation Actually Paid vs. Total Shareholder Return
Compensation Actually Paid and Cumulative TSR
In 2022, 2023, and 2024 our cumulative TSR on the value of a fixed $100 investment was $105.32, $87.27 and $78.83 respectively. The graph below displays the relationship between the change in the cumulative TSR and compensation actually paid to the PEO and NEOs:
   
Compensation Actually Paid vs. Net Income
Compensation Actually Paid and Net Income (Loss)
In 2022 and 2023, net income was $7.4 million and negative $3.3 million, respectively, representing a 145% decrease year over year. In 2024, net income was $3.6 million, representing a 208% increase year over year from 2023. The graph below displays the relationship between this net income fluctuation and compensation actually paid to the PEO and NEOs:
   
Total Shareholder Return Amount $ 78.83 107.35 132.75
Net Income (Loss) $ 3,601,000 $ (3,346,000) $ 7,448,000
PEO Name Mr. Stopko Mr. Stopko Mr. Stopko
Equity Awards Adjustments, Footnote
(b)
The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) an amount equal to the change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, an amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
2024
$—
$
$—
$(16,800)
$—
$—
$(16,800)
2023
$—
$(4,667)
$—
$(37,389)
$—
$—
$(42,056)
2022
$—
$933
$—
$4,023
$—
$—
$4,956
(a)
The amounts deducted or added in calculating the total average equity award adjustments are as follows:
Year
Year End
Fair Value of
Outstanding
and Unvested
Equity
Awards
Granted in
the Year
Year over
Year Change
in Fair Value
of
Outstanding
and Unvested
Equity
Awards
Granted in
Prior Years
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in the
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested in
the Year
Fair Value at
the End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
Value of
Dividends or
other Earnings
Paid on Stock
or Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
2024
$—
$
$—
$(11,480)
$—
$—
$(11,480)
2023
$—
$(1,750)
$—
$(10,217)
$—
$—
$(11,967)
2022
$—
$700
$—
$2,958
$—
$—
$3,658
   
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
PEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (16,800) (42,056) 4,956
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (4,667) 933
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (16,800) (37,389) 4,023
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (11,480) (11,967) 3,658
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 (1,750) 700
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount (11,480) (10,217) 2,958
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year      
Pay vs Performance Disclosure      
Adjustment to Compensation, Amount $ 0 $ 0 $ 0
v3.25.2
Award Timing Disclosure
12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure
Equity award practices
Although we do not have a formal policy or obligation to grant equity awards to executive officers and directors on specific dates, we apply a consistent approach in our equity award practices by considering the granting of annual equity awards to our executive officers and directors at or around the same time each year. Annual equity awards to our Named Executive Officers are made by the compensation/human resources committee, and the grant date of these awards is the same day that the compensation/human resources committee meets to approve the awards. The compensation/human resources committee generally meets to consider granting equity awards to our Named Executive Officers promptly following AmeriServ’s release of earnings for the fourth quarter and fiscal year. Annual retainers payable to independent directors which are paid in shares of common stock are typically purchased in the open market during the second quarter of the year. We do not take material nonpublic information into account when determining the timing and terms of equity awards, and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. We have not granted stock options or similar awards to our Named Executive Officers in several years.
Award Timing Method Although we do not have a formal policy or obligation to grant equity awards to executive officers and directors on specific dates, we apply a consistent approach in our equity award practices by considering the granting of annual equity awards to our executive officers and directors at or around the same time each year. Annual equity awards to our Named Executive Officers are made by the compensation/human resources committee, and the grant date of these awards is the same day that the compensation/human resources committee meets to approve the awards. The compensation/human resources committee generally meets to consider granting equity awards to our Named Executive Officers promptly following AmeriServ’s release of earnings for the fourth quarter and fiscal year. Annual retainers payable to independent directors which are paid in shares of common stock are typically purchased in the open market during the second quarter of the year.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered We do not take material nonpublic information into account when determining the timing and terms of equity awards, and do not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
MNPI Disclosure Timed for Compensation Value false
v3.25.2
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true