usvp-20250313

14 North Main Street, P.O. Box 197

Souderton, Pennsylvania 18964

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

April 24, 2025

TO THE HOLDERS OF COMMON STOCK:

The Annual Meeting of Shareholders of Univest Financial Corporation (the "Annual Meeting") will be held on Thursday, April 24, 2025, at 11:30 a.m. at the Indian Valley Country Club, 650 Bergey Road, Telford, Pennsylvania. Additionally, shareholders will have the option to attend the Annual Meeting virtually. A luncheon will follow the Annual Meeting at approximately 12:30 p.m.

You are entitled to attend the Annual Meeting in-person or virtually, in either case if you were a shareholder as of the close of business on February 7, 2025 or if you hold a legal proxy for the meeting provided by your bank, broker, or nominee. To be admitted to the Annual Meeting virtually, you must go online to www.virtualshareholdermeeting.com/UVSP2025 and enter the control number that is printed in the box marked by the arrow on your proxy card. You may vote electronically during the Annual Meeting by following the instructions available on the meeting website during the meeting.

At the Annual Meeting, shareholders will act and vote on:

1.The election of four Class II Directors each for a three-year term expiring in 2028.

2.The ratification of KPMG LLP as our independent registered public accounting firm for 2025.

3.The approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as presented in this Proxy Statement.

Shareholders may also consider and act on such other business as may properly come before the meeting or any postponements or adjournments of the Annual Meeting. The Board of Directors is not aware of any other business scheduled to come before the meeting.

The close of business on February 7, 2025 has been fixed by the Board of Directors as the record date for determining the shareholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement of the Annual Meeting.

The accompanying Proxy Statement forms a part of this notice.

PROXY CARDS ARE ENCLOSED SO SHAREHOLDERS CAN VOTE THEIR SHARES OF THE CORPORATION'S COMMON STOCK. IT IS IMPORTANT THAT EACH SHAREHOLDER EXERCISE HIS/HER RIGHT TO VOTE. Whether or not you plan to attend the meeting in person or attend virtually, please take a moment to cast your vote over the Internet or by telephone in accordance with the instructions set forth on the enclosed proxy card, or alternatively, complete, sign, and date the enclosed proxy card and return it in the postage-paid envelope we have provided in order that your shares will be represented at the meeting. If you attend the meeting in person, you may vote in person. If you attend virtually, you may vote during the meeting by following the instructions available on the meeting website.


			By Order of the Board of Directors

			JEFFREY M. SCHWEITZER, Chairman


			MEGAN DURYEA SANTANA, Esq., Secretary

March 14, 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF

PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON APRIL 24, 2025

This Proxy Statement, the Notice of Annual Meeting of Shareholders, a form of the Proxy Card, the annual report on Form 10-K for the year ended December 31, 2024 and the 2024 Annual Report to Shareholders (which is not a part of the proxy soliciting material) are available at www.ProxyVote.com.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant [x]

Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[ ] Preliminary Proxy Statement

[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

[x] Definitive Proxy Statement

[ ] Definitive Additional Materials

[ ] Soliciting Material under Rule 14a-12

Univest Financial Corporation

(Name of the Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

[x] No fee required.

[ ] Fee paid previously with preliminary materials.

[ ] Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(4) and 0-11.

PROXY STATEMENT

GENERAL INFORMATION

This proxy statement and the accompanying proxy card are being provided to you in connection with the solicitation of proxies by the Board of Directors (the "Board") of Univest Financial Corporation (the "Corporation" or "Univest") for use at the Annual Meeting of Shareholders to be held on April 24, 2025 at Indian Valley Country Club, 650 Bergey Road, Telford, Pennsylvania, and at any adjournment thereof. Shareholders will also be able to attend the meeting virtually.

Copies of this Proxy Statement and proxies to vote the Corporation's common stock (the "Common Stock") are being sent to shareholders on or about March 14, 2025.

Officers of the Corporation or employees of Univest Bank and Trust Co. (the "Bank") and other subsidiary companies or employees of Broadridge Corporate Issuer Solutions, Inc. ("Broadridge"), the Corporation's transfer agent, may solicit proxies personally and by telephone, if deemed necessary. The Corporation will bear the cost of solicitation and will reimburse brokers or other persons holding shares of the Corporation's stock in their names, or in the names of their nominees, for reasonable expenses in forwarding proxy cards and proxy statements to beneficial owners of such stock.

Attending the Meeting in Person

Shareholders are invited to attend the annual meeting in person. If you hold your shares through a broker, bank or nominee in street name, you will need proof of ownership to be admitted to the meeting. Examples of proof of ownership are a recent brokerage account statement or a letter from your bank or broker.

Attending the Meeting Virtually

To be admitted to the Annual Meeting virtually, you must go online to www.virtualshareholdermeeting.com/UVSP2025 and enter the control number that is printed in the box marked by the arrow on your proxy card. If you attend the meeting virtually, you may vote during the Annual Meeting by following the instructions available on the meeting website. Even if you plan to participate virtually in the Annual Meeting, we recommend that you vote by proxy before the Annual Meeting so that your vote will be counted if you later decide not to participate in the Annual Meeting.

Revoking Your Proxy

Any shareholder executing a proxy may revoke it at any time by giving written notice to the Secretary of the Corporation before it is voted, delivering a later dated proxy or attending the meeting in person or virtually and voting shares at the meeting. Attendance at the meeting will not in itself constitute revocation of a proxy.

Voting Information

The person named in the proxy card will vote in accordance with the instructions of the shareholder executing the proxy card, or in the absence of any such instruction, in accordance with the recommendations of the Board set forth below.

Univest's Board of Directors recommends a vote:

1.FOR the election of four Class II Directors each for a three-year term expiring in 2028.

2.FOR the ratification of KPMG LLP as our independent registered public accounting firm for 2025.

3.FOR the approval of, on an advisory (non-binding) basis, the compensation of our Named Executive Officers as presented in this Proxy Statement.

The Board has fixed the close of business on February 7, 2025 as the record date for the determination of shareholders entitled to notice and to vote at the Annual Meeting. As of February 7, 2025, there were 29,001,673 outstanding shares of Common Stock entitled to vote at the Annual Meeting.

Quorum and Vote Required

The presence in person or by proxy of the holders of a majority of the outstanding shares of Common Stock will constitute a quorum for the transaction of business at the meeting. If you are the beneficial owner of shares held in the name of a broker, trustee or other nominee and do not provide that broker, trustee or other nominee with voting instructions, your shares may constitute "broker non-votes." Generally, broker non-votes occur on a matter when a broker is not permitted to vote on a matter without instructions from the beneficial owner and instructions are not given. These matters include the election of Directors and the advisory vote regarding executive compensation. Abstentions and broker non-votes will be counted as shares present at the meeting for determining the existence of a quorum. Abstentions (but not broker non-votes) will be counted as votes represented at the meeting for the election of any nominee for Director or with respect to any other proposal brought before the meeting.

Each holder of record of Common Stock on February 7, 2025 will be entitled to one vote per share on all business at the meeting. Shareholders cannot cumulate votes for the election of Directors. All matters of business listed in this proxy will be decided by the affirmative vote of a majority of shares represented at the meeting.

Voting by Internet and Telephone

Instead of voting by mailing a proxy card, registered shareholders can vote their shares of Common Stock via the internet or by telephone. The internet and telephone voting procedures are designed to authenticate shareholders' identities, allow shareholders to provide their voting instructions and confirm that their instructions have been recorded properly. Specific instructions for internet and telephone voting are set forth on the proxy card. The deadline for voting via the internet or by telephone is 11:59 p.m., Eastern Time, on Wednesday, April 23, 2025. If you attend the meeting in person, you may vote in person. If you attend the meeting virtually, you may vote during the Annual Meeting by following the instructions available on the meeting website.

ELECTION OF DIRECTORS

The person named in the accompanying proxy card intends to vote to elect as Directors the nominees listed below, unless authority to vote for Directors is withheld in the proxy card. The Corporation's Board is presently comprised of twelve directors elected for terms of three years, approximately one-third of whom stand for election each year. The leadership of our Board is comprised of: (i) our Chairman (who also serves as our President and Chief Executive Officer ("CEO")), (ii) our Lead Independent Director, Joseph P. Beebe, and (iii) our committee chairs.

The Board has established the number of Class II Directors at four, each of which will be elected for a three-year term expiring in 2028.

The Nominating and Governance Committee has recommended the slate of nominees listed below for election. All nominees have indicated that they are willing to serve as Directors, but if any of them should decline or be unable to serve, the person named in the proxy card will vote for the election of such other person or persons as may be designated by the Board, unless the Board reduces the number of Directors in accordance with the Corporation's Bylaws (the "Bylaws").

Univest strives to maintain a diverse Board of Directors, reflective of the communities we serve. The biographies of each of the nominees and continuing members of the Board are set forth below. The biographies contain information regarding the person’s business experience and certain other experiences, qualifications, attributes or skills. The nominees and continuing members of the Board have a diversity of experience and a wide variety of backgrounds, skills and qualifications that strengthen their ability to provide oversight. As described in the following biographies, the majority of directors also have specific experience in environmental, social and governance ("ESG") issues and oversight.

All nominees are currently Directors and dates indicating the first year that an individual became a Director refer to the initial year as a Director or Alternate Director of the Corporation or the Bank.

Class II Directors (to be elected for a three-year term expiring at the 2028 Annual Meeting of Shareholders)

Todd S. Benning

Director Since: 2016

Age: 64

Todd S. Benning has over forty years of experience in public accounting and is a Principal of DunlapSLK, PC, a full-service certified public accounting firm located in Chalfont, Pennsylvania, where he serves in the firm’s Accounting Services Department. Previously, Mr. Benning was a founding stockholder of Dunlap & Associates, PC, a certified public accounting and business consulting firm. Mr. Benning was formerly a Director of Fox Chase Bank and Fox Chase Bancorp, Inc. (NASDAQ: FXCB), positions he held from 2005 until their acquisition by the Corporation in 2016. He served on the Fox Chase Bancorp, Inc. Audit Committee, Finance Committee, Nominating and Governance Committee and Compensation Committee. As a principal of a certified public accounting firm, Mr. Benning provides the Board of Directors with critical experience regarding accounting, finance and governance matters and small company management and qualifies as an audit committee financial expert. He works extensively with companies within the regions in which the Corporation conducts its business.

Martin P. Connor

Director Since: 2022

Age: 60

Martin P. Connor has served as the Chief Financial Officer of Toll Brothers, Inc. (NYSE: TOL) since 2010. Mr. Connor was previously the CFO and Director of Operations for O'Neill Properties, a diversified commercial real estate development company in the Mid-Atlantic region. Prior to that position, Mr. Connor was an Audit and Advisory Business Services Partner for Ernst & Young. Mr. Connor is a two-time recipient of the Homebuilder CFO of the Year award from Institutional Investor Magazine. Mr. Connor is currently on the Federal Reserve Bank of Philadelphia Economic and Community Advisory Council. Mr. Connor serves as the Chairman of the Board of Trustees at Holy Ghost Preparatory School and is an executive board member at Business Leaders Organized for Catholic Schools. Mr. Connor holds a BBA in Accountancy from the University of Notre Dame and is a Certified Public Accountant. Mr. Connor brings a wealth of experience in the home building industry, as well as extensive public company oversight, business experience and governance experience as a Chief Financial Officer of a public corporation. Mr. Connor qualifies as an audit committee financial expert.

Jeffrey M. Schweitzer

Director Since: 2013

Age: 51

Jeffrey M. Schweitzer currently serves as Chair of the Board, President and Chief Executive Officer of the Corporation and Chair of the Board and Chief Executive Officer of the Bank. Mr. Schweitzer has over twenty-five years of experience in the financial services industry. Mr. Schweitzer formerly served as the Corporation's Chief Financial Officer from 2007 until his promotion to President and Chief Operating Officer in 2013 and to Chief Executive Officer in 2014. He assumed the Chair position on January 1, 2024. As Chair, President and Chief Executive Officer, Mr. Schweitzer has extensive knowledge of our daily operations and management. Mr. Schweitzer serves on non-profit boards in the Corporation's market, providing Mr. Schweitzer the necessary knowledge of the local economy and needs of the community. Additionally, Mr. Schweitzer serves on the Board of Directors of the Pennsylvania Bankers Association. From 2019 to 2024, Mr. Schweitzer served as the Federal Reserve Bank of Philadelphia's representative on the Federal Advisory Council.

Michael L. Turner

Director Since: 2015

Age: 68

Michael L. Turner has been a partner in the law firm of Marshall, Dennehey, Warner, Coleman & Goggin since 2007, and currently serves on the firm’s Diversity, Equity and Inclusion Committee. Mr. Turner was a founder of Valley Green Bank and served on its board of directors from 2005 until its acquisition by the Corporation in 2015. Mr. Turner was a founder and member of the Philadelphia law firm of Kelly, Jasons, McGuire & Spinelli from 1989 to 2007, serving as managing partner for five years. Mr. Turner specializes in the preparation and trial of complex personal injury, product liability and criminal cases. Mr. Turner was an Assistant District Attorney for the City of Philadelphia from 1981 to 1986. Mr. Turner is a member of the Pennsylvania Bar. Mr. Turner provides general legal knowledge and extensive knowledge of the Southeast Pennsylvania business community.

Class III Directors (each continuing for a three-year term expiring at the 2026 Annual Meeting of Shareholders)

Joseph P. Beebe

Director Since: 2021

Age: 66

Joseph P. Beebe currently serves as Lead Independent Director of the Board, a position he assumed in 2024. He retired in 2020 as Managing Director and Co-Head of the Insurance and Asset Management Investment Banking Group of Keefe, Bruyette & Woods, a Stifel Company. He previously held management positions at Fox-Pitt Kelton, Inc. and Midlantic Corporation. Mr. Beebe is currently a member of the President's Advisory Council as well as the Institute for Innovation and Entrepreneurship Advisory Council at Villanova University. Mr. Beebe previously served as an Advisory Board Member of Patriot Financial Partners LP. He also serves on a number of non-profit boards. Mr. Beebe holds a Bachelor of Arts Degree in Economics from Villanova University and an MBA with a concentration in Finance from Pace University. Mr. Beebe brings extensive experience advising insurance companies, asset managers, banks and related financial institutions on corporate strategy, mergers, acquisitions, divestitures, capital raising and governance issues.

Natalye Paquin

Director Since: 2017

Age: 64

Natalye Paquin has served as the Chief Operating Officer of The Rockefeller Foundation since 2022, overseeing the global organization's Employee Services, Human Resources, Information Technology, Innovation, Finance, and Legal teams as well as its workforce at offices in the United States, Italy, Asia and Africa. Ms. Paquin previously served as the President and Chief Executive Officer of Points of Light Foundation from 2017 to 2022, a global organization that supports non-profits, corporations, and individuals focused on volunteerism and social good. Ms. Paquin also currently serves on the Board of Directors for Bloomerang, which develops community-focused non-profit donor management software. Ms. Paquin spent more than 15 years of her career as a lawyer in the private and education sectors before joining the non-profit space as an executive. From 2006 to 2016, Ms. Paquin was an Independent Director of National Penn Bancshares, Inc. From 2010 to 2015, Ms. Paquin served as Chief Executive Officer of the Girl Scouts of Eastern Pennsylvania. Additionally, Ms. Paquin has served on the boards of numerous non-profit organizations focused on ESG issues and corporate social responsibility matters and her work with non-profit organizations within the local, national and international economies provides significant leadership and management experience.

Anne Vazquez

Director Since: 2023

Age: 44

Anne Vazquez is currently a General Partner at NewSpring Capital, LLC and NewSpring Mezzanine Capital. NewSpring Capital LLC partners with high-performing companies in the lower middle market in dynamic industries to catalyze new growth and seize compelling opportunities. Ms. Vazquez has served NewSpring Capital, LLC since 2008, including investing in and serving on the board of various portfolio companies. Ms. Vazquez was previously a Senior Analyst on the Financial Analysis Compliance Team for a private equity and global asset management firm. Ms. Vazquez also held various positions for KPMG, LLP, including Senior Associate in the Assurance Practice. Ms. Vazquez currently serves on the Board of Holy Child School at Rosemont and Association of Corporate Growth Philadelphia Chapter. Ms. Vazquez previously served on the Board of Trustees for Notre Dame Academy de Namur as Chair of the Board. Ms. Vazquez holds a Masters of Accounting Degree from Villanova University and a Bachelor's of Science Degree from the University of Rhode Island. Ms. Vazquez provides over 20 years of experience in underwriting, investing in, managing and growing mid-market companies.

Robert C. Wonderling

Director Since: 2018

Age: 63

Robert C. Wonderling has served since 2022 as the Executive Director of the American Bible Society's Faith and Liberty Initiative, the museum operated by the American Bible Society on Independence Mall in Philadelphia, Pennsylvania. Mr. Wonderling served as President and Chief Executive Officer of the Chamber of Commerce for Greater Philadelphia from 2009 to 2022, a business advocacy organization of member companies that promotes growth and economic development in the 11-county Greater Philadelphia region, leading the Chamber’s Diversity, Equity and Inclusion initiatives. In recognition of his leadership, Mr. Wonderling was recognized in 2017 with the Anti-Defamation League's Americanism Award. From 2002 to 2009, Mr. Wonderling served in the Pennsylvania State Senate, where he served as Chairman of the Communications and Technology Committee and the Transportation Committee. He also served in the executive branch of state government administration as Deputy Secretary of Transportation. Additionally, Mr. Wonderling serves on the boards of numerous businesses and non-profit organizations within the Philadelphia region. Mr. Wonderling previously served as Chairman of the Board of Trustees at Ursinus College. In addition to his public service, Mr. Wonderling worked for Lehigh Valley-based Air Products & Chemicals, Inc. He also served as an Executive Officer for Bentley Systems, Inc. (NASDAQ: BSY), a software company in Exton, Pennsylvania. Mr. Wonderling provides extensive business and governance experience within the Corporation's geographic region.

Class I Directors (each continuing for a three-year term expiring at the 2027 Annual Meeting of Shareholders)

Domenick A. Cama

Director Since: 2024

Age: 68

Domenick A. Cama serves on the boards of Catholic Charities of Brooklyn and Queens and the Cathedral Club of Brooklyn. Mr. Cama previously served as the President of the NYC Metro and New Jersey Market for Citizens Financial Group until his retirement in 2024. Prior to its acquisition by Citizens Financial Group in 2022, Mr. Cama served as the President and Chief Operating Officer of Investors Bancorp and Investors Bank (beginning in 2008) and a member of the Board of Directors of Investors Bancorp and Investors Bank (beginning in 2011). Mr. Cama also served as Investors Bank's Chief Financial Officer from 2003 to 2008. Mr. Cama holds a Bachelor’s of Art Degree in Economics and a Master’s Degree in Finance from Pace University. Mr. Cama's experience as a Chief Financial Officer and Chief Operating Officer provides extensive knowledge about the operations of a SEC-reporting financial institution. Mr. Cama's work with non-profit organizations also provides significant leadership and management experience.

Suzanne Keenan

Director Since: 2020

Age: 60

Suzanne Keenan is a member of the Board of Trustees of North American Electric Reliability Corporation (NERC), where she holds the position of Chair (former chair of its Corporate Governance & Human Resources Committee and Technology & Security Committee), whose mission is to assure the effectiveness and the reliability and security of the electric grid. Ms. Keenan has experience as a member of several advisory and volunteer boards and was a founding board member of Women in Tech Leadership, a Philadelphia-based networking organization. Ms. Keenan previously held the position of Chief Information Officer and Senior Vice President of Wawa, Inc., where she led and executed on IT strategy, IT security and process improvement methodology. She also held leadership positions at Comcast Cable, which included oversight of Comcast University and the establishment of Comcast's first talent management program focused on increasing diversity, and at PECO Energy Company, which included leading customer service, operations and marketing through deregulation. Ms. Keenan holds a Bachelor of Science Degree in Nuclear Engineering from Penn State University and a Master's Degree in Health Physics from the University of Pittsburgh. Ms. Keenan provides extensive experience in customer experience, change management, information technology, information security and regulatory oversight.

Thomas M. Petro

Director Since: 2016

Age: 66

Thomas M. Petro is currently Managing Partner of 1867 Capital Partners, a venture investor in early-stage life sciences, fintech and tech-enabled business services. Mr. Petro served as President and Chief Executive Officer of Fox Chase Bank from 2005 and Fox Chase Bancorp, Inc. (NASDAQ: FXCB) from its founding and initial public offering in 2006 until its acquisition by the Corporation in 2016. Mr. Petro was President and Chief Executive Officer of Northeast Pennsylvania Financial Corporation (NASDAQ: NEPF) from 2003 until its acquisition in 2005. He served as Chairman of the Board of BizEquity from 2017 until its acquisition by American City Business Journals in 2019 and of OrthogenRx, Inc. from 2016 until its acquisition by Avanos Medical, Inc. (NYSE: AVNS) in 2022. Mr. Petro also serves on the board of directors of Fintegra LLC and Derstine's Foodservice, Inc. and serves on the board of directors of USA Nordic Sport, the national leadership organization for the ski jumping Olympic program. He is a past-chairman of the Pennsylvania Bankers Association and former board member of the American Bankers Association. He is a National Association of Corporate Directors (NACD) Board Leadership Fellow and is NACD Directorship Certified. Mr. Petro provides extensive experience in capital markets, regulatory oversight, leadership, governance and has extensive knowledge about the operations of a financial institution. Mr. Petro qualifies as an audit committee financial expert.

Charles H. Zimmerman

Director Since: 2015

Age: 66

Charles H. Zimmerman currently serves as teaching pastor at Calvary Church in Souderton, a role he has held for over 30 years. Dr. Zimmerman served as Lead Director for the Clemens Family Corporation from 2004 to 2013. Dr. Zimmerman works with numerous family and private companies to develop advisory boards and move advisory boards to fiduciary boards. Dr. Zimmerman leads a network of CEO Peer Groups designed to connect owners and leaders in confidential,

challenging collaboration. Dr. Zimmerman serves as an executive consultant in the areas of leadership development and strategic effectiveness, and has developed a series of urban initiatives seeking to bring together for-profits, non-profits, urban churches and suburban communities in partnership for individual, family and community development. Dr. Zimmerman has been actively involved in church and corporate leadership and development and provides the board with extensive knowledge of the local economy and needs of the community.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Set forth below is certain information concerning the beneficial ownership of our Common Stock by each Director, each nominee for Director, each Named Executive Officer, and all Directors and executive officers as a group as of February 7, 2025.

Name

Number of Shares*

Percent

Joseph P. Beebe

10,400

Todd S. Benning

14,361

Domenick A. Cama

—

Martin P. Connor

6,310

Suzanne Keenan (1)

17,309

Natalye Paquin

25,244

Thomas M. Petro (2)

59,028

Jeffrey M. Schweitzer (3)

134,987

Michael L. Turner

30,378

Anne Vazquez

5,000

Robert C. Wonderling

17,364

Charles H. Zimmerman

15,334

Michael S. Keim (4)

79,690

Patrick C. McCormick (5)

10,808

Brian J. Richardson (6)

27,238

Megan D. Santana (7)

38,205

All Directors and Executive Officers as a Group (17 persons)

494,197

1.70

The shares "Beneficially owned" includes shares owned by or for, among others, the spouse and/or minor children of the individuals and any other relative who has the same home as such individual, as well as other shares as to which the individual has or shares voting or investment power. No securities are pledged as collateral or security. The table includes beneficially owned shares and options to purchase shares or restricted stock units that will vest within 60 days of February 7, 2025. Does not include purchase rights accruing under the Employee Stock Purchase Plan as of February 7, 2025 since the purchase rights, and therefore the number of shares to be purchased, are not determinable until the end of the purchase period.

Beneficially owns less than 1% of the outstanding shares of the Common Stock of the Corporation.

(1)

Includes 3,000 shares owned by members of Ms. Keenan's family.

(2)

Includes 44 shares owned by members of Mr. Petro's family.

(3)

Includes 44,800 shares which may be acquired by the exercise of vested stock options and the vesting of restricted stock units.

(4)

Includes 24,011 shares which may be acquired by the exercise of vested stock options and the vesting of restricted stock units.

(5)

Includes 4,205 shares which may be acquired by the vesting of restricted stock units.

(6)

Includes 10,865 shares which may be acquired by the exercise of vested stock options and the vesting of restricted stock units.

(7)

Includes 11,509 shares which may be acquired by the exercise of vested stock options and the vesting of restricted stock units.

The following table provides information about persons known to the Corporation to be the beneficial owners of more than 5% of its outstanding common stock as of February 13, 2025. A person may be considered to beneficially own any shares of common stock over which he or she has, directly or indirectly, sole or shared voting or investing power.


Name	Number of Shares	Percent
Blackrock, Inc. (1)	3,493,714	11.80
FMR LLC (2)	2,644,406	8.96
Dimensional Fund Advisors LP (3)	1,957,085	6.60
The Vanguard Group (4)	1,551,906	5.26


(1)			Based on the most recently available Schedule 13G amendment filed with the SEC on January 23, 2024 which contained information as of December 31, 2023. The principal business office for Blackrock, Inc. is 50 Hudson Yards, New York, NY 10001.
(2)			Based on the most recently available Schedule 13G amendment filed with the SEC on February 9, 2024 which contained information as of December 31, 2023. The principal business office for FMR LLC is 245 Summer Street, Boston, MA 02210.
(3)			Based on the most recently available Schedule 13G amendment filed with the SEC on February 9, 2024 which contained information as of December 31, 2023. The principal business office for Dimensional Fund Advisors LP is 6300 Bee Cave Road, Austin, TX 78746.
(4)			Based on the most recently available Schedule 13G amendment filed with the SEC on February 13, 2024 which contained information as of December 31, 2023. The principal business office for The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.

THE BOARD, THE BOARD'S COMMITTEES AND THEIR FUNCTIONS

The Corporation's Board met eight times during 2024. All the Directors attended at least 75% of the meetings of the Board and of the committees of which they were members. While the Corporation has no formal policy on Director attendance at annual meetings of shareholders, all Directors are encouraged to attend the annual meeting of shareholders and were in attendance at the 2024 annual meeting of shareholders. The Board has established a number of committees, including the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, each of which is described below.

All shareholder correspondence to the Board may be sent to the Corporation and will be forwarded to the appropriate Board member or committee chair. To contact any Board member or committee chair, please mail your correspondence to:

Univest Financial Corporation

Attention (Board Member's name)

Office of the Corporate Secretary

14 N. Main Street

P.O. Box 197

Souderton, Pennsylvania 18964

The Corporation's Board of Directors has determined that all Directors, with the exception of Mr. Schweitzer, are independent within the meaning of the listing standards of the NASDAQ Stock Market and SEC regulations. The Board has determined that a lending relationship resulting from a loan made by the Bank to a Director would not affect the determination of independence if the loan complies with Regulation O under the federal banking laws. The Board also determined that maintaining a deposit, savings or similar account with the Bank by a Director or any of the Director's affiliates would not affect the determination of independence if the account is maintained on the same terms and conditions as those available to similarly situated customers. There are no family relationships among our Directors or Executive Officers.

For more information, see "Related Party Transactions."

Board of Director Committees as of February 7, 2025

Board Member

Audit

Compensation

Nominating and Governance

Enterprise-Wide Risk Management

Executive

Community Reinvestment Act1

Trust1

Joseph P. Beebe

—

Chair

—

Todd S. Benning

Chair

—

Domenick A. Cama

—

Martin P. Connor

—

Suzanne Keenan

—

Natalye Paquin

—

Chair

—

Thomas M. Petro

—

Chair

—

Chair

Jeffrey M. Schweitzer

—

Chair

Michael L. Turner

—

Anne Vazquez

—

Robert C. Wonderling

—

Charles H. Zimmerman

Chair

—

(1) Committees for the Corporation's banking subsidiary, Univest Bank and Trust Co.

Audit Committee

The Audit Committee of the Board met five times during 2024. The responsibilities of the Audit Committee include the annual selection of the Corporation's independent registered public accounting firm, review with the internal auditors and the independent registered public accounting firm of the overall scope and plans for the respective audits as well as the results of such audits, and review with management, the internal auditors and the independent registered public accounting firm of the effectiveness of accounting and financial controls, and interim and annual financial reports. The Audit Committee also oversees the Corporation's whistleblower process and receives quarterly reports of any whistleblower complaints. During 2024, no whistleblower complaints were received. All members of the Audit Committee are independent as defined in the listing standards of the NASDAQ Stock Market and SEC regulations.

Todd S. Benning serves as Chair of the Audit Committee. The Board has determined that each of Messrs. Benning, Connor and Petro meets the requirements adopted by the SEC for qualification as an audit committee financial expert.

The Board maintains an Audit Committee Charter and Audit and Non-Audit Services Pre-Approval Policy. The Audit Committee Charter may be found on the Corporation's Web Site: www.univest.net in the "INVESTOR RELATIONS" section under Governance Documents.

REPORT OF THE AUDIT COMMITTEE

The Corporation's management is responsible for the Corporation's internal control over financial reporting. The Corporation's independent registered public accounting firm is responsible for performing an independent audit of the Corporation's consolidated financial statements and issuing an opinion on the conformity of those financial statements with U.S. generally accepted accounting principles. The independent registered public accounting firm is also responsible for issuing an opinion on the Corporation's internal control over financial reporting based on criteria issued by the Committee on Sponsoring Organizations of the Treadway Commission. The Audit Committee oversees the Corporation's internal control over financial reporting on behalf of the Board of Directors.

In this context, the Audit Committee has met and held discussions with management and the independent registered public accounting firm. Management represented to the Audit Committee that the Corporation's consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles, and the Audit Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm. The Audit Committee discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board, including the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments and the clarity of the disclosures in the financial statements.

In addition, the Audit Committee has received the written disclosures and the letter from the independent registered public accounting firm required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm's communications with the Audit Committee concerning independence and has discussed with the independent registered public accounting firm the firm's independence from the Corporation and its management. In concluding that the independent registered public accounting firm is independent, the Audit Committee considered, among other factors, whether the non-audit services provided by the firm were compatible with its independence.

The Audit Committee discussed with the Corporation's independent registered public accounting firm the overall scope and plans for their audit. The Audit Committee meets with the independent registered public accounting firm, with and without management present, to discuss the results of their examination, their evaluation of the Corporation's internal control over financial reporting and the overall quality of the Corporation's financial reporting process.

In performing these functions, the Audit Committee acts only in an oversight capacity. In its oversight role, the Audit Committee relies on the work and assurances of the Corporation's management, which has the primary responsibility for financial statements and reports, and of the independent registered public accounting firm that, in its report, expresses an opinion on the conformity of the Corporation's financial statements with U.S. generally accepted accounting principles. The Audit Committee's oversight does not provide it with an independent basis to determine that management has maintained appropriate accounting and financial reporting principles or policies, or appropriate internal control over financial reporting designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee's considerations and discussions with management and the independent registered public accounting firm do not assure that the Corporation's financial statements are presented in accordance with U.S. generally accepted accounting principles, that the audit of the Corporation's financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board (United States) or that the Corporation's independent registered public accounting firm is "independent."

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors, and the Board has approved, that the audited consolidated financial statements be included in the Corporation's Annual Report on Form 10-K for the year ended December 31, 2024 for filing with the Securities and Exchange Commission.

Univest Audit Committee Members:

Todd S. Benning, Chairman

Martin P. Connor

Thomas M. Petro

Charles H. Zimmerman

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES

The following table presents fees billed for professional services rendered by KPMG LLP for the integrated audit, including an audit of the Corporation's annual financial statements and internal controls over financial reporting, and fees billed for other services rendered. All fees in the table were approved pursuant to the Audit Committee's pre-approval policy and procedures.


		2024		2023
Audit Fees (1)		$	1,182,447	$	1,165,677
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees		—		—
Total Fees		$	1,182,447	$	1,165,677

(1)	Includes fees related to incidental expenses and the annual charge for a web-based accounting research tool.

The Audit Committee is responsible for appointing, setting compensation and overseeing the work of the independent registered public accounting firm. In accordance with its charter, the Audit Committee approves, in advance, all audit and permissible non-audit services to be performed by the independent registered public accounting firm. This approval process ensures that the firm does not provide any non-audit services to us prohibited by law or regulation.

EXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This section provides information regarding our compensation programs for the executive officers named in the Summary Compensation Table in this proxy statement ("Named Executive Officers" or "NEOs") for 2024, including our overall philosophy, components of compensation that we provide, and the objectives and intended incentives of our programs. Our Named Executive Officers for 2024 were as follows:


Name	Age	Current Primary Positions	Current Position Since
Jeffrey M. Schweitzer	51	Chair of the Board, President and Chief Executive Officer of the Corporation and Chair of the Board and Chief Executive Officer of the Bank. (Has been employed by the Corporation since 2007, previously holding the roles of Chief Operating Officer and Chief Financial Officer of the Corporation).	2024
Brian J. Richardson	42	Senior Executive Vice President and Chief Financial Officer of the Corporation and the Bank (Has been employed by the Corporation since 2016, most recently as Director of Finance prior to his current position).	2019
Michael S. Keim	57	Senior Executive Vice President and Chief Operating Officer of the Corporation, President and Director of the Bank (Has been employed by the Corporation since 2008, most recently as Senior Executive Vice President and Chief Financial Officer of the Corporation and Bank, prior to his current position).	2015
Megan D. Santana	49	Senior Executive Vice President, General Counsel and Chief Risk Officer of the Corporation and the Bank (Has been employed by the Corporation since 2016 as General Counsel prior to her current position).	2018
Patrick C. McCormick	47	Senior Executive Vice President and Chief Commercial Banking Officer of the Bank. (Has been employed by the Bank since 2022 as Executive Vice President and Chief Credit Officer prior to his current position. Prior to joining the Bank, he was Chief Credit Officer at WSFS Bank from 2015-2022).	2023

Executive Compensation Philosophy

Our principal objective is to maximize shareholder value through the development and enhancement of the Corporation's business operations. To further that objective, our executive compensation program is designed to:

• Attract and retain talented employees in leadership positions by recognizing the importance of these individuals in carrying out the Corporation's Mission Statement, Core Values and Vision Statement: "To be the best integrated financial solutions provider in the market." This statement is critical in keeping us focused on our short-and long-term goals for the success of the Corporation.

• Support strategic performance objectives. The goal of the executive compensation program is to provide the Named Executive Officers with a total compensation package competitive with the market and the industry in which the Corporation operates, and to promote the long-term goals, stability and performance of the Corporation. By doing this, we align the interests of management with those of our shareholders and other stakeholder groups.

•Pay salaries near the 50th percentile of the market (although exact positioning varies by each individual's experience and responsibilities).

•Award cash incentives and equity incentives near the 50th percentile of the market when we meet our targeted performance objectives (although exact positioning varies by each individual's experience and responsibilities).

• Support the Corporation's management development and succession plans.

• Align the interests of Named Executive Officers and shareholders through compensation structures that share the rewards and risks of strategic decision-making.

• Require the Named Executive Officers to acquire substantial levels of ownership of the Corporation's stock to further align Executive Officers' interests with those of the shareholders.

The Compensation Committee considers feedback from our shareholders in making compensation determinations. At the 2024 Annual Meeting, 97% of the votes cast were in favor of our say-on-pay proposal. We view this as a positive endorsement of our pay practices. Even in light of this strong support, we continue to monitor our pay alignment with shareholder interests and seek ways to improve our compensation program.

With information provided by management, the Compensation Committee reviewed the design and operation of our incentive compensation arrangements for all employees, including our Named Executive Officers, to determine whether the arrangements might encourage inappropriate risk-taking that would be reasonably likely to have a material adverse effect on us. The Compensation Committee concluded that our compensation plans, programs and policies, considered as a whole, including applicable risk mitigation features, are not reasonably likely to have a material adverse effect on us.

Executive Compensation Components

Our executive compensation consists primarily of these three components:

• Base salary;

• Short-term annual incentive awards; and

• Long-term equity incentive compensation.

As is customary in our industry, we also provide modest levels of perquisites, described later, to our Named Executive Officers and participation in other benefit programs that are generally available to our employees (e.g., health care, disability, life insurance, an employee stock purchase plan and retirement plans). The "Summary Compensation Table" on page 23 provides additional information on these perquisites and benefits.


	What we do:		What we don't do:
ü	Align short- and long-term incentive plan targets with business goals and shareholder interests	ü	Provide excise tax gross-up payments
ü	Conduct an annual say on pay advisory vote	ü	Reward executives for taking excessive, inappropriate or unnecessary risks
ü	Retain an independent compensation consultant to advise our Compensation Committee	ü	Allow repricing or backdating of equity awards
ü	Use performance metrics that compare our performance to external benchmarks	ü	Spring-load equity awards
ü	Maintain an insider trading policy	ü	Provide guaranteed salary increases or guaranteed bonuses
ü	Maintain a clawback policy that applies to NEOs	ü	Award incentives for below-threshold performance
ü	Maintain a stock ownership policy for executive officers	ü	Pay dividends on unearned or unvested equity awards
ü	Reevaluate and update the composition of our peer group regularly	ü	Have single trigger vesting on our equity-based compensation awards or in our change in control agreements

EXECUTIVE COMPENSATION AT A GLANCE

Target Pay "At Risk" (based on direct compensation only): 46.9% of CEO's total compensation was performance-based, at-risk compensation; average of 38.1% performance-based, at risk compensation for all other NEOs


	Target Compensation
			Long-Term Incentive Plan
Executive	Salary ($)	Annual Incentive Plan ($)	Service-Based Restricted Stock Units ($)	Performance-Based Restricted Stock Units ($)	Direct Compensation ($)	Total Variable ($)	Total At-Risk ($)
Jeffrey M. Schweitzer	806,000	483,600	157,204	366,711	1,813,515	1,007,515	850,311
Brian J. Richardson	443,000	177,200	59,854	139,541	819,595	376,595	316,741
Michael S. Keim	533,000	213,200	87,961	205,184	1,039,345	506,345	418,384
Megan D. Santana	375,000	150,000	50,641	118,103	693,744	318,744	268,103
Patrick C. McCormick	400,000	140,000	42,015	97,996	680,011	280,011	237,996

	Target Pay Mix
Executive	Salary (%)	Annual Incentive Plan (%)	Service-Based Restricted Stock Units (%)	Performance-Based Restricted Stock Units (%)	Total Long-Term Incentive Plan (%)	Total Variable (%)	Total At-Risk (%)
Jeffrey M. Schweitzer	44.4	26.7	8.7	20.2	28.9	55.6	46.9
Brian J. Richardson	54.1	21.6	7.3	17.0	24.3	45.9	38.6
Michael S. Keim	51.3	20.5	8.5	19.7	28.2	48.7	40.2
Megan D. Santana	54.1	21.6	7.3	17.0	24.3	45.9	38.6
Patrick C. McCormick	58.8	20.6	6.2	14.4	20.6	41.2	35.0

Salaries: 2024 salary increases for the Named Executive Officers became effective as of January 1, 2024, and ranged from 0.0% to 3.0%.

2024 At-Risk Payout Results:

•Annual Incentive was paid at 109.2% of target

•Long-term Incentive for the 2022-2024 performance period resulted in equity awards vesting at 105.4% of target

CORPORATE PERFORMANCE AT A GLANCE

2024 Performance Summary

Throughout 2024, we continued to face a challenging environment as we focused on execution of our strategic initiatives. While the economy continues to be resilient, increased regulations, elevated interest rates and intense competition for deposits continue. We implemented a deposit gathering strategy which allowed us to continue to lend to our customers and grow as an organization. Despite ongoing headwinds, we were able to outperform our peers in many areas. This was largely due to our diversified lines of business, which allow us to provide a variety of meaningful solutions for our customers and deepen relationships. We’ve made a lot of investments over the past few years in both people and technology. During the year, we focused on implementation to ensure we are getting a strong return on those investments. We executed change aimed at being more efficient, productive and profitable as an organization. In addition to paying quarterly dividends, we were active with stock buybacks over the course of the year and repurchased more than 800,000 shares of stock while still growing our tangible book value. We also continued to focus on prudently managing expenses.

•Financial Performance:

•Return on average assets of 0.96%

•Return on average shareholders' equity of 8.85%

•Efficiency ratio of 65.7%

•Pre-tax pre-provision income less net charge-offs ("PTPP-NCO") of $97.4 million, which increased 3.6% compared to 2023

•4.0% decrease in net interest income compared to 2023; due to the challenging interest rate environment

•14.6% increase in noninterest income compared to 2023; continues to show the strength of our diversified business model

•0.3% increase in noninterest expense compared to 2023; reflects the continued benefit of the various expense reduction strategies we deployed during 2023 and our ongoing commitment to prudent expense management

•Organic loan growth of $259.4 million, or 3.9%

•Deposit growth of $383.5 million, or 6.0%

•Grew tangible common equity book value per share $2.02, or 9.0%

•Repurchased 802,535 shares representing 2.8% of shares outstanding at December 31, 2024

•Diluted earnings per share increased $0.17 per share, or 7.1%

•Strong asset quality with nonperforming assets to assets of 0.41% and net charge-offs to average loans and leases of 0.06%

•Other Notable Accomplishments

•As part of our ongoing strategy to expand our product offerings, we began to support instant payments in a "receive only" fashion through the Automated Clearing House Real Time Payments product. Additionally, we launched a second "receive only" instant payment solution, the Federal Reserve’s Fed Now product, to further meet customer needs.

•We renegotiated and renewed our contract with our core system provider, Jack Henry and Associates. The renewal generated significant long-term savings for the Bank and defines important service level standards to ensure we continue to deliver exceptional service to our customers.

•To support our dedication to cultivating a culture of operational excellence and enhancing our workforce's skills to better serve our customers, 18 employees from various departments across Univest completed a Lean Six Sigma training program. These individuals are currently undergoing certification and will be instrumental in driving continuous improvement and increasing operational efficiencies.

•The Innovative Technologies Committee (ITC) was established to serve as a research-and-development function for Univest. The ITC is comprised of technology leaders who regularly meet with Univest's lines of business to evaluate new technology opportunities to better serve the company and our customers. Effective and responsible use of artificial intelligence is one focus for the ITC.

•Using technologies we have invested in over the past few years, we were able to look at real-time results and leverage key information about customer preferences to refine our online offerings for small businesses. This led to adding the ability for small businesses to digitally open checking accounts and apply for financing at the same time. This provided convenience for our customers and increased our competitive stance in the markets we serve.

•We also leveraged past investments to expand the use of our online scheduling tool. Wealth clients and prospects are now able to make an appointment with an advisor directly on the website, which provides additional convenience and accessibility. As we continue to advance our capabilities for engagement on our website, we are focused on analytics, search engine optimization and cultivating marketing insights to personalize experiences.

•We introduced the Trusted Advisors in Action program, an internal training program to engage and empower our frontline team members. The program focuses on reinforcing strong sales and conversation skills so we can approach prospects and customers in a thoughtful, value-focused manner that drives full customer relationships.

•We established Employee Resource Groups (ERGs) for women and people of color. These groups have significantly contributed to employee engagement. During the year, the groups hosted in-person networking events, offered volunteer opportunities and provided virtual sessions aimed at fostering open, honest conversation and encouraging professional and personal development.

COMPENSATION CONSULTANT AND PEER GROUP

The Compensation Committee considers the decision-making responsibilities, experience, work performance, achievement of key goals, and team-building skills of each position as the most important factors in its annual reviews. To help quantify these measures, the Compensation Committee has enlisted the assistance of an independent compensation consultant.

The Compensation Committee engaged McLagan, a part of the Human Capital Solutions practice of Aon plc, to assist it in reviewing its executive and director compensation programs for 2024. McLagan is an independent compensation consulting firm that reports directly to the Compensation Committee. The analysis provided by McLagan for 2024 includes, but is not limited to, an assessment of the Univest executive and director compensation programs compared to its peers, development of total cash compensation opportunities (base salary and cash incentives) and a review of the Corporation's short- and long-term incentive arrangements (cash and equity). The analysis provides the Compensation Committee with a broad array of information from which to assess the effectiveness of our compensation programs and serves as a foundation for future compensation decisions. The Compensation Committee considered the independence of McLagan in light of SEC rules and

NASDAQ listing standards. The Compensation Committee requested and received a report from McLagan addressing its independence, including the following factors: (i) other services provided to us by McLagan; (ii) fees paid by us as a percentage of Aon's total revenue; (iii) policies or procedures maintained by McLagan that are designed to prevent a conflict of interest; (iv) any business or personal relationships between the consultants and members of the Compensation Committee; (v) any Corporation stock owned by the consultants; and (vi) any business or personal relationships between our Named Executive Officers and the consultants. The Compensation Committee discussed other considerations and concluded that the work performed by McLagan did not raise any conflict of interest.

In determining compensation for our Named Executive Officers, the Compensation Committee uses market information from a peer group. The Compensation Committee engaged McLagan in mid-2023 to identify a peer group of comparable financial institutions and provide the market information for that peer group that the Compensation Committee would use in making decisions with respect to the compensation for our Named Executive Officers for 2024. The Corporation's 2024 peer group was developed based on a balanced assessment across a range of criteria, including total revenue, asset size, business model, and geographic location. The resulting 2024 peer group consisted of the following 21 financial institutions, which was unchanged from the peer group that was adopted in the prior year:


1st Source Corp.						Park National Corp.
Berkshire Hills Bancorp, Inc.						Peapack-Gladstone Financial Corp.
Community Trust Bancorp, Inc.						Peoples Bancorp, Inc.
Financial Institutions, Inc.						QCR Holdings, Inc.
First Busey Corp.						S&T Bancorp, Inc.
First Commonwealth Financial						Sandy Spring Bancorp, Inc.
First Mid Bancshares, Inc.						Stock Yards Bancorp, Inc.
German American Bancorp, Inc.						Tompkins Financial Corporation
Lakeland Financial Corp.						Washington Trust Bancorp, Inc.
Midland States Bancorp, Inc.						WSFS Financial Corp.
NBT Bancorp, Inc.

COMPENSATION COMMITTEE CONSIDERATION OF MANAGEMENT RECOMMENDATIONS

The Chief Executive Officer provides recommendations to the Compensation Committee on any adjustments to base salary for the Named Executive Officers, other than himself. Following this process, in December 2023, the Compensation Committee met and reviewed the performance of the named executive officers with the Chief Executive Officer, after which the Compensation Committee determined the adjustments for the other named executive officers' base salary for 2024.

The Compensation Committee also met in executive session without the Chief Executive Officer present and discussed his base salary, after which the Committee recommended, and the full Board (with the exception of the Chief Executive Officer) approved, his adjusted salary. The Chief Executive Officer did not participate in the discussions about his salary. Any adjustments were based on each individual's performance and level of responsibility, in addition to the market compensation data for peer group companies provided by McLagan.

In addition to making recommendations on individual base salary adjustments, the Chief Executive Officer makes recommendations to the Compensation Committee on compensation-related performance metrics and performance goals, and target annual incentive and long-term compensation levels for the other executive officers. While the Committee considers the Chief Executive Officer's recommendations, it makes all compensation decisions independently after also considering McLagan's recommendations.

BASE SALARY COMPENSATION FOR 2024

The Compensation Committee annually examines market compensation levels and trends observed in the labor market. For its purposes, the Compensation Committee has defined the labor market as the pool of executive officers who are currently employed in similar positions at the companies within our Peer Group similar to the Corporation in both size (primarily on the basis of total revenue) and scope of operation, with special emphasis placed on salaries paid by companies in the banking industry. Market information is used as a frame of reference for annual salary adjustments and starting salaries.

Base salaries are determined by considering the experience, performance, and responsibilities of the individual Named Executive Officer, and in alignment with our Compensation Philosophy, are competitive with the median (50th percentile) of our peer group. Base salaries are generally adjusted annually and are in effect for the period January 1 through December 31.

Below outlines the increases in base salary compensation for 2024 approved by the Compensation Committee (and by the Board of Directors for CEO Jeffrey M. Schweitzer):


Executive	2024 ($)	2023 ($)	Base Salary Increase
Jeffrey M. Schweitzer	806,000	806,000	—%
Brian J. Richardson	443,000	430,000	3.0%
Michael S. Keim	533,000	520,000	2.5%
Megan D. Santana	375,000	365,000	2.7%
Patrick C. McCormick (1)	400,000	400,000	—%

(1) Mr. McCormick was promoted to Chief Commercial Banking Officer effective December 1, 2023 and his base salary was increased from $347,500 to $400,000 at that time.

ANNUAL INCENTIVES

The Corporation maintains a non-equity annual incentive plan to encourage the Named Executive Officers to achieve annual financial objectives and to reward them upon such achievement. The weighted financial measures and related targets for the plan are set in the preceding fiscal year by the Compensation Committee. The annual incentive program for Messrs. Schweitzer, Richardson, Keim and McCormick and Ms. Santana consists of cash bonuses based 80% on meeting annual Corporation performance goals (adjusted pre-tax pre-provision income ("adjusted PTPP"), adjusted PTPP return on average equity, adjusted efficiency ratio, non-performing assets to total assets and net charge-offs/average loans and leases) and 20% on individual performance to reinforce the critical focus of our Named Executive Officers on certain annual objectives that have significant impact on our long-term performance strategy. The Compensation Committee selected these metrics as they link compensation to corporate performance with an emphasis on the overall profitability and credit quality of the Corporation. The payout under the Annual Incentive Compensation Plan occurs during March following the performance year.

The Annual Incentive Compensation Plan provided for payouts based on actual results compared to target as detailed in the table below. The first three columns of the table provide the annual incentive payout target range for the Named Executive Officer, as a percentage of base salary, based on performance as compared to target. The fourth column of the table provides the annual incentive payout for each of the Named Executive Officers at 100% of their target. The fifth and sixth columns of the table provide the actual incentive award paid for 2024 as a percentage of base salary and actual dollar amount. The 2024 payout was interpolated based on actual results compared to threshold, target and optimum.


Executive	Threshold (Paid at 40% of Target)	Target Achieve 100% of Target	Optimum (Paid at 150% of Target )	Target Award ($)	Actual Award (%) of Base Salary	Actual Award ($)
Jeffrey M. Schweitzer	24.0%	60.0%	90.0%	483,600	65.5%	528,061
Brian J. Richardson	16.0%	40.0%	60.0%	177,200	43.7%	193,492
Michael S. Keim	16.0%	40.0%	60.0%	213,200	43.7%	232,801
Megan D. Santana	16.0%	40.0%	60.0%	150,000	43.7%	163,791
Patrick C. McCormick	14.0%	35.0%	52.5%	140,000	38.2%	152,871

Before the start of 2024, the Committee set target performance for the financial goals at levels it considered challenging with a reasonable likelihood of being achieved and that represented strong levels of performance based on the Corporation's business outlook, estimated general economic conditions, and our budget for 2024, which was approved by the Board in December 2023. Optimum levels were established at levels so that such amount would be earned only if the Corporation's actual performance significantly exceeded forecasted performance.

The Corporation's financial targets set by the Compensation Committee for 2024 along with the actual results for the Annual Incentive Compensation component of executive compensation were as follows:


Performance Metric	Goal Weight (1)	Threshold	Target (Plan)	Optimum	Actual	Achievement (% of Target)	Weighted Corporate Performance Award (% of Target)
Adjusted PTPP (2) (3)	25.0%	$77,016	$96,270	$115,524	$97,627	103.5%	32.4%
Adjusted PTPP Return on Average Equity (2) (3)	15.0%	9.20%	11.50%	13.80%	11.38%	96.9%	18.2%
Adjusted Efficiency Ratio (2) (3)	15.0%	70.2%	67.7%	65.2%	66.5%	124.5%	23.3%
Relative NPAs to Total Assets (4)	15.0%	0.68%	0.43%	0.18%	0.45%	97.2%	18.2%
Relative Net Charge-offs/Average Loans and Leases (5)	10.0%	0.24%	0.16%	0.08%	0.06%	155.3%	19.4%
Total Corporate Performance	80.0%						111.5%

(1) Represents percentage of individual's total target incentive compensation award.

(2) Adjusted to exclude the income statement impact of the sale of mortgage servicing rights in the first quarter of 2024 and BOLI death benefit claims received in 2024. These adjustments were approved by the Compensation Committee as they were not considered when the original Target (Plan) was established in December 2023.

(3) Threshold and Target for Adjusted PTPP, Adjusted PTPP Return on Average Equity and Adjusted Efficiency Ratio for 2024 were established lower than 2023 actuals due to certain factors, including the projected interest rate environment and deposit competition.

(4) Performance for the NPAs to Total Assets metric is measured relative to a peer group of Mid-Atlantic banks with total assets between $5 billion and $30 billion. The Target (Plan) performance level shown in the table above reflects the median of the peer group, while Threshold and Optimum are set equal to 25 basis points above and below this Target (Plan) level, respectively. Peer group and the Corporation's data are measured as of September 30, 2024.

(5) Performance for the Net Charge-offs/Average Loans and Leases metric is measured relative to a peer group of Mid-Atlantic banks with total assets between $5 billion and $30 billion. The Target (Plan) performance level shown in the table above reflects the average of the peer group, while Threshold and Optimum are set equal to 50% below and above this Target (Plan) level, respectively. Peer group and the Corporation's data are measured for the twelve-month period ended September 30, 2024.

The individual performance component is recommended by the Chief Executive Officer or the Compensation Committee, as applicable. When considering the recommendations, the Compensation Committee considers the individual's contribution to achievement of strategic initiatives critical to the Corporation's performance for the applicable fiscal year and beyond. For 2024, the Compensation Committee determined the individual performance component for Messrs. Schweitzer, Richardson, Keim and McCormick and Ms. Santana should be paid out at Target.

As a result of corporate performance (paid out at 111.5% of the original payout target) and the individual performance component, an aggregate cash bonus was paid to each Named Executive Officers at 109.2% of the targeted payout level for 2024.

LONG-TERM INCENTIVES

Stock-Based Compensation

The long-term incentive program consists of service-based restricted stock awards and units and performance-based restricted stock awards and units that vest based on the Corporation's performance compared to its selected peers and internally developed earnings per share targets. The purpose of the program is to further align management's interests with those of our shareholders, promote employee retention and also to ensure management focuses on the long-term stability and performance of the Corporation.

On April 26, 2023, the Univest Financial Corporation 2023 Equity Incentive Plan (the "2023 Equity Incentive Plan") was approved by shareholders at the Corporation's annual meeting. The purpose of the 2023 Equity Incentive Plan is to enable employees and non-employee Directors of the Corporation to: (i) own shares of stock in the Corporation; (ii) participate in the shareholder value which has been created; and (iii) have a mutuality of interest with other shareholders. The 2023 Equity Incentive Plan enables the Corporation to attract, retain and motivate key employees. At the time of an award grant, the Compensation Committee will determine the type of award to be made and the specific conditions upon which an award will be granted (i.e. term, vesting, performance criteria, etc.) consistent with the terms of the 2023 Equity Incentive Plan.

2024 Equity Grants

Long-term incentive compensation consists of a combination of performance-based restricted stock units and service-based restricted stock units; 70% of the targeted fair value of the awards is performance-based restricted stock units and 30% of the targeted fair value is service-based restricted stock units. This split reflects an emphasis on long-term performance-based metrics that drive shareholder value.

Performance-based restricted stock units were granted on March 15, 2024 based on the Target level of performance as detailed below. The performance-based restricted stock units will vest on March 15, 2027, subject to the Named Executive Officers' continued employment and provided certain performance metrics are met based on the Corporation's performance compared to (i) the S&P United States SmallCap Banks (Industry Group) Index ("Select Peer Group") with respect to three-year average adjusted PTPP-NCO ROAA and (ii) the three-year adjusted PTPP-NCO target as set in the Corporation's strategic plan. No vesting will occur if the three-year average PTPP-NCO ROAA is less than 50 basis points, adjusted for one-time non-recurring gains and losses (e.g., merger charges, restructuring costs, BOLI gains, etc). The Compensation Committee selected these metrics as they link compensation to corporate performance with an emphasis of the overall profitability and credit quality of the Corporation.

Service-based restricted stock units were granted on March 15, 2024 and vest in three equal annual installments beginning on the first anniversary of the date of the grant, subject to the Named Executive Officers' continued employment.

The following table shows the vesting of performance-based awards with more shares vesting if performance exceeds the target level of performance and fewer shares vesting if performance is short of the target level of performance. The target level of performance is defined as ranking in the 50th percentile of PTPP-NCO ROAA performance compared to its Select Peer Group and achieving a targeted cumulative 2024 to 202 PTPP-NCO adjusted for one-time non-recurring gains and losses (e.g. merger charges, restructuring costs, BOLI gains, etc.) both weighted at 50%. The targeted performance level for adjusted PTPP-NCO is aligned with the Corporation's targeted strategic and operating plan for the three-year performance period.

Amount of Shares Vesting

50% of Target (Threshold)

Target

150% of Target (Optimum)

Adjusted PTPP-NCO ROAA

35th Percentile

50th Percentile

75th Percentile

Adjusted PTPP-NCO

80% of Target

Target

120% of Target

On March 15, 2024, the Compensation Committee approved the following grants of performance-based restricted stock units to the Named Executive Officers:


	Number of Units			Grant Date Fair Value ($) (a)
Executive	Threshold	Target	Optimum	Threshold	Target	Optimum
Jeffrey M. Schweitzer	9,374	18,748	28,122	183,355	366,711	550,066
Brian J. Richardson	3,567	7,134	10,701	69,771	139,541	209,312
Michael S. Keim	5,245	10,490	15,735	102,592	205,184	307,777
Megan D. Santana	3,019	6,038	9,057	59,052	118,103	177,155
Patrick C. McCormick	2,505	5,010	7,515	48,998	97,996	146,993

(a) Based on the closing price of the Common Stock of $19.56 on the date of grant.

The granting of service-based restricted stock units is at the discretion of the Compensation Committee and is not contingent on the achievement of annual targets described under "Annual Incentives." On March 15, 2024, the Compensation Committee approved the granting of service-based restricted stock units to the following Named Executive Officers:


Executive	Service-Based Restricted Stock Units Granted (a)	Grant Date Fair Value ($) (b)
Jeffrey M. Schweitzer	8,037	157,204
Brian J. Richardson	3,060	59,854
Michael S. Keim	4,497	87,961
Megan D. Santana	2,589	50,641
Patrick C. McCormick	2,148	42,015

(a) The restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

(b) Based on the closing price of the Common Stock of $19.56 on the date of grant.

Vesting of 2022 Performance-Based Restricted Stock Units

During 2022, the Corporation granted its Named Executive Officers performance-based restricted stock units as detailed in the following chart.


Executive						# of Target Units Granted
Jeffrey M. Schweitzer						11,538
Brian J. Richardson						4,578
Michael S. Keim						6,202
Megan D. Santana						3,908
Patrick C. McCormick (1)						—

(1) Mr. McCormick was not an employee of the Corporation at the time of this grant.

The 2022 performance-based restricted stock units will settle on March 15, 2025 based on the Corporation's performance during the three-year performance period compared to (i) the Select Peer Group with respect to the three-year average adjusted PTPP-NCO ROAA and (ii) an internally determined cumulative adjusted PTPP-NCO target for the three years ended December 31, 2024, as determined at the date of the grant which was approved by the Compensation Committee. Each criteria is equally weighted at 50% of the vesting.

Amount of Shares Vesting

50% of Target (Threshold)

Target

150% of Target (Optimum)

Adjusted PTPP-NCO ROAA

35th Percentile

50th Percentile

75th Percentile

Three Year Cumulative Adjusted PTPP-NCO

$215,394

$269,242

$323,091

Actual results for the three-year PTPP-NCO ROAA analysis were adjusted for certain non-recurring items such as the impact of the sale of mortgage servicing rights in the first quarter of 2024, BOLI death benefit claims, and restructuring charges. The adjusted PTPP-NCO ROAA for the three-year period ended December 31, 2024 was 1.32%, which ranked 128th of 234 Peer Banks (that had reported results as of February 7, 2025), or at the 45.5 percentile, which is below the 50th percentile target. This provided for a vest rate of 85.0% of shares for the adjusted PTPP-NCO ROAA test.

Actual results for the three-year cumulative PTPP-NCO analysis were adjusted for certain non-recurring items such as Paycheck Protection Program loans, the impact of the sale of mortgage servicing rights in the first quarter of 2024, BOLI death benefit claims, restructuring charges, and incremental expense related to the FDIC assessment rate change in 2023. Adjusted PTPP-NCO for the three years ended December 31, 2024 was $296,953 which was above target and provided for a vest rate of 125.7% of shares for the adjusted PTPP-NCO test.

Based on the above analysis, the vest rate for the 2022 performance-based restricted stock was 105.4% and each Executive will receive 105.4% of the target shares identified in the above table.

Dividends on Unvested Equity Awards

Named Executive Officers and non-employee directors have no ownership rights or rights to dividends on unvested equity awards. Dividend equivalents for unvested restricted stock units are accrued by the Corporation over the vesting period and paid out in cash when the underlying shares are issued based on the number of restricted stock units that have vested.

RETIREMENT BENEFITS AND OTHER COMPENSATION

Deferred Salary Savings Plan

Our Named Executive Officers can participate in the Deferred Salary Savings Plan (the "DSSP") in the same manner as other salaried employees of the Corporation. Under the DSSP, on an elective basis, employees may defer a portion of their compensation to the plan.

After employees complete six months of service, the Corporation or its subsidiaries will make a matching contribution of 50% of the first 6% of the participant's deferred salary. The matching contributions vest at 50% at the end of two years of service, 75% at the end of three years of service, and 100% at the end of four years of service.

Pension Plan

The Corporation provided the Univest Financial Corporation Retirement Plan, a tax-qualified pension plan, to all employees hired prior to December 8, 2009. Effective December 31, 2009, the benefits previously accrued under the pension plan were frozen and the plan was amended and converted into a cash balance pension plan. For purposes of this proxy statement, we refer to the plan as the "Pension Plan." Mr. Schweitzer and Mr. Keim are the only named executive officers who participate in the Pension Plan. Further information on the Pension Plan can be found under the Pension Benefits Table section of this Proxy Statement.

Other Benefits and Perquisites

Compensation for group life insurance premiums, hospitalization and medical plans, and other personal benefits are provided to all full-time employees and part-time employees averaging a certain number of hours and do not discriminate in favor of officers of the Corporation or its subsidiaries.

Certain executive officers, including the Named Executive Officers, receive expense allowances. These perquisites are determined and approved by the Compensation Committee under the same methodologies for and in conjunction with base salary compensation. Univest also provides certain Named Executive Officers with personal tax preparation services. These services are provided by a certified public accounting firm other than Univest's independent registered public accounting firm, KPMG LLP.

OTHER EXECUTIVE COMPENSATION PRACTICES

Stock Ownership Requirements

To reinforce the importance of aligning the financial interests of the Named Executive Officers with those of the shareholders, the Board of Directors maintains minimum stock ownership guidelines for the Named Executive Officers. Below are the minimum required holdings for the Named Executive Officers as of December 31, 2024.


Executive						Ownership Requirement (Multiple of Base Salary)
Jeffrey M. Schweitzer						3.0x
Brian J. Richardson						2.5x
Michael S. Keim						2.5x
Megan D. Santana						2.5x
Patrick C. McCormick						2.0x

The ownership requirements vary based upon the category of the executive incentive plan in which the Executive Officer is placed. These ownership requirements must be met within five years of entering the plan. If an individual is promoted to a new category, the individual will have three additional years in which to achieve the new ownership requirement. Each Named Executive Officer who has been an executive officer for at least five years is in compliance with this policy. The following shares are considered "owned" for the purpose of meeting the ownership requirements outlined in the table above:

•All shares held by the employee or their spouse;

•All restricted stock units (vested or unvested);

•Unexercised vested in-the-money stock options;

•Shares held in the employee's 401(k) plan (i.e., the DSSP); and

•Shares held in trust for the benefit of the employee or their immediate family members.

Insider Trading Policy

The Corporation maintains an Insider Trading Policy (the "Policy") that applies to its Directors and the Named Executive Officers, in addition to other officers and employees. The Policy, among other matters, prohibits the following activities associated with the Common Stock:

•Trading on material, non-public information;

•Trading during designated black-out periods;

•Hedging of Common Stock;

•Pledging of Common Stock in a margin account or as collateral; and

•the short selling of Common Stock.

The Corporation will also adhere to certain provisions contained in the Policy regarding the timing of grants under the 2023 Equity Incentive Plan. Those policies are set forth in the 2023 Equity Incentive Plan. A copy of our Insider Trading Policy was filed as Exhibit 19 to our Annual Report on Form 10-K for the year ended December 31, 2024.

Clawback Provision on Incentive Compensation

The Corporation has adopted a Clawback Policy to provide for the recovery of certain incentive compensation in the event of an accounting restatement and to comply with the clawback rules found in 17 C.F.R §240.10D and the related NASDAQ listing rules. Under such policy, and in general, if the Corporation is required to restate its financial results due to material noncompliance with financial reporting requirements under the securities laws, the Corporation will recoup any erroneously awarded incentive-based compensation paid during the three completed fiscal years immediately preceding such restatement from the Corporation's current and former Section 16 officers, provided that such individuals served as Section 16 officers at any time during the applicable performance period. A copy of the Corporation's Clawback Policy and any amendments thereto is filed as an exhibit to the Corporation's Annual Report on Form 10-K.

Change In Control Agreements

The Corporation has entered into change in control agreements (the "Agreements") with certain executive officers, including all the Named Executive Officers (each an "Executive"). The terms of the Agreements end on December 31 of the respective year, with automatic one-year renewals thereafter absent notice of non-renewal from any party.

In the event a Named Executive Officer's employment is terminated during the term of the Agreement, during the period from nine months prior to or one year after a "change in control," either by the Corporation for a reason other than "cause" (as defined in the Agreements) or by the Executive after the occurrence of certain specified events constituting "good reason" described below, the Corporation will pay the applicable Executive a lump-sum cash payment equal to the sum of (i) two times their highest annual base salary in effect at the time of termination of employment for the current and two preceding calendar years and (ii) two times their average cash bonus paid within the current and two calendar years preceding termination of employment. In addition, the applicable Executive will receive continuation of medical insurance benefits for two years or a cash payment equal to the cost to obtain such benefits.

The specified events constituting "good reason" permitting an Executive to terminate employment following a change in control and receive payments and benefits under the Agreement include: (i) material diminution in the Executive's authority, duties or other terms and conditions of employment; (ii) reassignment to a location greater than 25 miles from the Executive's office on the date of the change in control (unless closer to the Executive's residence); (iii) material diminution in the Executive's base salary; (iv) failure to provide the Executive with employee benefits (retirement or pension, life insurance, medical, health and accident insurance, and similar plans) applicable at the time of the change in control; or (v) a material breach of the Agreement.

The Agreements contain non-competition and non-solicitation covenants that apply for six months in the event the Executive voluntarily terminates employment during the term of the Agreement (other than a voluntary termination for Good Reason following a Change in Control, as defined in the Agreements). Upon the payment of benefits under the Agreements, the non-competition and non-solicitation covenants apply for a period mutually to be agreed to by the parties, which will be no less than six months nor exceed two years. If any payments and benefits provided to the Executive result in any excess parachute payment under Sections 280G and 4999 of the Internal Revenue Code, after considering the value of the non-competition and non-solicitation covenants, the payments will be reduced if the reduction would leave the Executive financially better off on an after-tax basis than if the Executive received the entire payment and was obligated to pay the excise tax under Section 4999 of the Internal Revenue Code.

IMPACT OF TAXATION ON THE FORM OF COMPENSATION

The Compensation Committee considers a variety of factors, including the Corporation's tax position, the materiality of the payments and tax deductions involved, the objectives of the executive compensation programs and the Corporation's compensation philosophy in structuring compensation programs and making compensation decisions.

OVERVIEW OF BASE SALARY CHANGES FOR 2025

2025 Base Salaries

In December 2024, the Compensation Committee met and reviewed the performance of the Named Executive Officers with the Chief Executive Officer to determine increases in base salary compensation for 2025. The Committee also met in executive session without the Chief Executive Officer to discuss his base salary for 2025. Increases in base salary compensation for 2025 were based on individual performance and the selected peer group compensation review performed by the Corporation's independent compensation consultant. The Chief Executive Officer's 2025 base salary was approved by the full Board of Directors (with the exception of the Chief Executive Officer) in December 2024.

Below outlines the increases in base salary compensation for 2025 approved by the Compensation Committee:


Executive	2025 ($)	2024 ($)	Base Salary Increase
Jeffrey M. Schweitzer	830,000	806,000	3.0%
Brian J. Richardson	453,000	443,000	2.3%
Michael S. Keim	545,000	533,000	2.3%
Megan D. Santana	390,000	375,000	4.0%
Patrick C. McCormick	412,000	400,000	3.0%

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the "Compensation Discussion and Analysis" section of this document for the year ended December 31, 2024 with the Corporation's management.

Based on the Committee's review and discussions noted above, the Compensation Committee recommended to the Board that the Corporation's Compensation Discussion and Analysis be included in this Proxy Statement and incorporated by reference in Univest's Annual Report of Form 10-K for the fiscal year ended December 31, 2024.

Univest Compensation Committee Members:

Joseph P. Beebe, Chairman

Martin P. Connor

Robert C. Wonderling

Charles H. Zimmerman

SUMMARY COMPENSATION TABLE

The following Summary Compensation Table is mandated by SEC rules, contains earned pay and several items that are driven by accounting and actuarial assumptions. Amounts shown under stock awards are determined at grant date fair values, which may be worth more or less when vested.

The following table sets forth for the fiscal years ended December 31, 2024, 2023 and 2022, the compensation for the Corporation's and its subsidiaries' principal executive officer, principal financial officer and three next most highly compensated executive officers earned. This table should be read in conjunction with the "Compensation Discussion and Analysis" section of this document and the information that follows the table. These five individuals are referred to throughout this Proxy as the "Named Executive Officers."


Name and Principal Position	Year	Salary ($)	Stock Awards ($)(a)	Non-Equity Incentive Plan Compensation ($) (b)	Change in Pension Value ($)	All Other Compensation ($) (c)	Total ($)
Jeffrey M. Schweitzer,	2024	806,000	523,915	528,061	31,445	28,181	1,917,602
Chairman, President and Chief Executive Officer of the Corporation and Chairman and Chief Executive Officer of the Bank	2023	806,000	523,923	250,572	23,480	26,247	1,630,222
	2022	775,000	465,042	576,506	—	25,551	1,842,099
Brian J. Richardson,	2024	443,000	199,395	193,492	—	17,314	853,201
Senior Executive Vice President and Chief Financial Officer of the Corporation and the Bank	2023	430,000	193,517	89,120	—	16,823	729,460
	2022	410,000	184,493	205,411	—	15,801	815,705
Michael S. Keim,	2024	533,000	293,146	232,801	24,107	25,933	1,108,987
Senior Executive Vice President and Chief Operating Officer of the Corporation, President of the Bank	2023	520,000	286,020	107,773	22,061	23,847	959,701
	2022	500,000	250,025	270,501	17,818	23,151	1,061,495
Megan D. Santana,	2024	375,000	168,744	163,791	—	17,265	724,800
Senior Executive Vice President, General Counsel and Chief Risk Officer of the Corporation and the Bank	2023	365,000	164,283	75,648	—	16,479	621,410
	2022	350,000	157,553	175,351	—	15,701	698,605
Patrick C. McCormick,	2024	400,000	140,010	152,871	—	22,386	715,267
Senior Executive Vice President and Chief Commercial Banking Officer of the Bank	2023	351,875	121,638	63,812	—	21,288	558,613
	2022	253,125	239,850	147,952	—	8,155	649,082

(a) The amounts for 2024, 2023 and 2022 reflect the aggregate grant date fair value for both performance-based and service-based restricted stock units granted, computed in accordance with ASC 718 and are based on the Corporation's stock price as of the date of grant, which was $19.56, $24.88 and $28.21 for 2024, 2023 and 2022, respectively. The amounts were calculated assuming that the performance conditions were satisfied at the target level.

(b) Awards represent annual cash incentive awards paid in the first quarter of 2025 under our Annual Incentive Compensation Plan based on 2024 performance achievement. For a description of how the amount was determined, see "Compensation Discussion and Analysis - Annual Incentives."

(c) Includes Deferred Salary Savings Plan (401(k)) company matching contributions, imputed income on split-dollar life insurance benefit, long-term disability insurance, expense allowances and personal tax preparation services. Includes an expense allowance for Mr. Schweitzer and Mr. Keim of $14,400 and $12,000, respectively, in 2024 for mileage, cell phone allowance and other incidental expenses. The Corporation did not pay for personal tax preparation services in 2024 for Mr. Richardson or Ms. Santana.

GRANTS OF PLAN-BASED AWARDS


Name	Grant Date	Estimated Possible Future Payouts Under Non-Equity Incentive Plan Awards (a)		Estimated Future Payouts Under Equity Incentive Plan Awards (b)			All Other Stock Awards: Number of Shares of Stock or Units (#) (c)	Grant Date Fair Value of Stock Awards ($) (d)
		Threshold ($)	Target ($)	Threshold (#)	Target (#)	Maximum (#)
Jeffrey M. Schweitzer
Annual Incentive Compensation		193,440	483,600
	3/15/2024			9,374	18,748	28,122		366,711
	3/15/2024						8,037	157,204
Brian J. Richardson
Annual Incentive Compensation		70,880	177,200
	3/15/2024			3,567	7,134	10,701		139,541
	3/15/2024						3,060	59,854
Michael S. Keim
Annual Incentive Compensation		85,280	213,200
	3/15/2024			5,245	10,490	15,735		205,184
	3/15/2024						4,497	87,961
Megan D. Santana
Annual Incentive Compensation		60,000	150,000
	3/15/2024			3,019	6,038	9,057		118,103
	3/15/2024						2,589	50,641
Patrick C. McCormick
Annual Incentive Compensation		56,000	140,000
	3/15/2024			2,505	5,010	7,515		97,996
	3/15/2024						2,148	42,015

(a)These columns illustrate the possible payouts for each Named Executive Officer under the Annual Incentive Compensation Plan. See "Summary Compensation" and "Compensation Discussion and Analysis - Annual Incentives" of the document for the actual payouts made in 2024. There is no maximum for non-equity incentive plan awards.

(b)The number of 2024 performance-based restricted stock units actually received and the vesting of those units will depend on the satisfaction of certain performance criteria over the next three years. Dividends are not paid on the service-based or performance-based restricted stock units until vest date based on the number of units that actually vest. The unvested units granted are not eligible for voting. See "Compensation Discussion and Analysis - Long-Term Incentives - 2024 Equity Grants" for further discussion.

(c)The 2024 service-based restricted stock units vest in three equal annual installments beginning on the first anniversary of the date of grant.

(d)Reflects the aggregate grant date fair value for performance-based restricted stock units and service-based restricted stock units granted on March 15, 2024, utilizing $19.56 per share, which equals the Corporation's closing stock price on the date of the grant and, for the performance-based restricted stock units granted on March 15, 2024, assuming performance conditions are satisfied at the target level.

OUTSTANDING EQUITY AWARDS AS OF DECEMBER 31, 2024


Name	Option Awards (a)		Stock Awards
	Option Award Grant Date	Number of Securities Underlying Unexercised Options (#) Exercisable	Option Exercise Price ($)	Option Expiration Date	Stock Award Grant Date	Number of Shares or Units of Stock that have not Vested (#)	Market Value of Shares or Units of Stock that have not Vested ($) (b)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that have not Vested ($) (b)
Jeffrey M. Schweitzer (a)	1/31/2017	12,277	28.15	1/31/2027	3/15/2022 (c)	—	—	12,156	358,724
	3/15/2018	13,933	28.50	3/15/2028	3/15/2022 (e)	1,649	48,662	—	—
					3/15/2023 (d)	—	—	14,740	434,977
					3/15/2023 (e)	4,212	124,296	—	—
					3/15/2024 (d)	—	—	18,748	553,253
					3/15/2024 (e)	8,037	237,172	—	—
Brian J. Richardson	1/31/2017	1,500	28.15	1/31/2027	3/15/2022 (c)	—	—	4,823	142,327
	3/15/2018	2,090	28.50	3/15/2028	3/15/2022 (e)	654	19,300	—	—
					3/15/2023 (d)	—	—	5,444	160,652
					3/15/2023 (e)	1,556	45,918	—	—
					3/15/2024 (d)	—	—	7,134	210,524
					3/15/2024 (e)	3,060	90,301	—	—
Michael S. Keim (a)	1/31/2017	6,696	28.15	1/31/2027	3/15/2022 (c)	—	—	6,534	192,818
	3/15/2018	7,245	28.50	3/15/2028	3/15/2022 (e)	887	26,175	—	—
					3/15/2023 (d)	—	—	8,046	237,437
					3/15/2023 (e)	2,300	67,873	—	—
					3/15/2024 (d)	—	—	10,490	309,560
					3/15/2024 (e)	4,497	132,706	—	—
Megan D. Santana	1/31/2017	2,522	28.15	1/31/2027	3/15/2022 (c)	—	—	4,117	121,493
	3/15/2018	2,787	28.50	3/15/2028	3/15/2022 (e)	559	16,496	—	—
					3/15/2023 (d)	—	—	4,620	136,336
					3/15/2023 (e)	1,322	39,012	—	—
					3/15/2024 (d)	—	—	6,038	178,181
					3/15/2024 (e)	2,589	76,401	—	—
Patrick C. McCormick					4/04/2022 (e)	3,000	88,530	—	—
					3/15/2023 (d)	—	—	3,422	100,983
					3/15/2023 (e)	978	28,861	—	—
					3/15/2024 (d)	—	—	5,010	147,845
					3/15/2024 (e)	2,148	63,387	—	—

(a)Includes both non-qualified and incentive stock options.

(b)Based on $29.51, the closing price of Univest's Common Stock on December 31, 2024.

(c)Performance-based restricted stock units ("PBRSU") vesting based on achievement during the vest period as noted on page 19.

(d)PBRSU at target level.

(e)Service-based restricted stock units ("SBRSU").

STOCK AWARDS VESTING SCHEDULE


Grant Date						Vesting Schedule
3/15/2022						PBRSU - 150% or less vests 3/15/2025 based on the Corporation's achievement of performance metrics and the individuals continued service through vest date
3/15/2022						SBRSU - 33.3334% Vested in 2023; 33.3333% Vested in 2024 and 33.3333% Vests in 2025
4/4/2022						SBRSU - 33.3334% Vested in 2023; 33.3333% Vested in 2024 and 33.3333% Vests in 2025
3/15/2023						PBRSU - 150% or less vests 3/15/2026 based on the Corporation's achievement of performance metrics and the individuals continued service through vest date
3/15/2023						SBRSU - 33.3334% Vested in 2024; 33.3333% Vests in 2025 and 33.3333% Vests in 2026
3/15/2024						PBRSU - 150% or less vests 3/15/2027 based on the Corporation's achievement of performance metrics and the individuals continued service through vest date
3/15/2024						SBRSU - 33.3334% Vests in 2025; 33.3333% Vests in 2026 and 33.3333% Vests in 2027

STOCK OPTIONS EXERCISED AND STOCK VESTING TABLE

The following table shows information for the Named Executive Officers concerning the exercise of stock options and the vesting of restricted stock awards during 2024.


Name	Options Awards		Stock Awards (a)
	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($) (b)	Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($) (c)
Jeffrey M. Schweitzer	23,577	160,531	17,692	346,056
Brian J. Richardson	—	—	5,612	109,771
Michael S. Keim	9,430	74,862	9,836	192,392
Megan D. Santana	—	—	5,052	98,817
Patrick C. McCormick	—	—	3,489	68,245

(a) The amounts shown under Stock Awards include the portion of prior year restricted stock units that vested during 2024.

(b) "Value Realized on Exercise" is calculated by subtracting the exercise price from the Fair Market Value as of the exercise date multiplied by the number of the options exercised.

Policies and Practices Related to the Grant of Certain Equity Awards

While the Corporation does not have formal policy or obligation that requires it to grant or award equity-based compensation on a specific date, the Compensation Committee and the Board of Directors have a historical practice of not granting stock options to executive officers during closed quarterly trading windows as determined under the Corporation's insider trading policy. Consequently, the Corporation has not granted, and does not expect to grant, any stock options to any named executive officers within four business days preceding the filing with the SEC of any report on Forms 10-K, 10-Q or 8-K that discloses material non-public information. The Compensation Committee and the Board of Directors do not take material non-public information into account when determining the timing of equity awards and do not time the disclosure of material non-public information in order to impact the value of executive compensation. The Corporation did not grant any stock options in 2024.

PENSION BENEFITS TABLE

The Pension Plan is a cash balance pension plan. Benefits under the Pension Plan accrue by crediting participants annually with an amount equal to a percentage of earnings in that year based on years of credited service as defined in the Plan. These benefits are expressed in the form of a hypothetical account balance. Employees hired on or after December 8, 2009 are not eligible to participate in the Pension Plan. As a tax-qualified cash balance pension plan, employer contributions to the Pension Plan are required: no contributions to the Pension Plan are required or permitted by the participants.

The normal retirement date under the Pension Plan is the first day of the month coincident with or next following the later of attainment of age 65 or completion of five years of credited service. Prior to December 31, 2009, the normal annual retirement benefit amount accrued was 1.5% of average earnings for each year of credited service up to 20 years plus 0.5% of average earnings for each year of credited service in excess of 20 years up to 35 years, plus 0.25% of average earnings in excess of the average Social Security wage base for each year of credited service up to 35 years.

As a cash balance pension plan (after December 31, 2009), benefits under the Pension Plan are credited to participant's accounts based on the following formula:


Years of Service						Annual Benefit Credited
0 - 10						3% of salary
11- 20						5% of salary
21 +						7% of salary

Additionally, annually the employees' accounts are credited with a guaranteed return of the ten-year Treasury note rate plus 1%, but in no event less than 2% nor more than market rate of return. For employees over the age of 55 and with more than 20 years of service on December 31, 2009, the annual retirement benefit is guaranteed to be the higher of the benefit attributable to the formula under the defined benefit portion of the Pension Plan that was in effect prior to December 31, 2009, or the cash balance component of the plan.

Each participant who has at least ten years of service and who has attained age 55 may elect to retire early within the ten-year period immediately prior to his/her normal retirement age. A participant's early retirement benefit is the greater of (i) the actuarial equivalent of the accrued benefit if the benefit is distributed in a form other than a non-decreasing life annuity payable for a period not less than the life of the participant or (ii) the accrued benefit reduced from the early retirement date by 1/15th per year for the first five years and 1/30th per year for each of the next five years. A participant's early retirement benefit with respect to benefits accrued prior to the cash balance plan conversion effective December 31, 2009 is the participant's accrued benefit payable at the participant's normal retirement date, reduced by 6% per year for the first five years and 4% per year thereafter to age 55; however, if the participant has attained age 62 at the early retirement date and the sum of the participant's age plus years of service equals or exceeds 85, the participant will receive the normal retirement benefit.

A vested participant who dies before the annuity starting date and who has a surviving spouse will have the death benefit paid to the surviving spouse in the form of a pre-retirement survivor annuity and may have the death benefit distributed to his/her beneficiaries within five years after death.

Name

Plan Name

Number of Years Credited Service (#)

Present Value of Accumulated Benefit ($) (a)

Payments During Last Fiscal Year ($)

Jeffrey M. Schweitzer

SEC Form DEF 14A filed by Univest Financial Corporation