Eric Stickels
COMMUNITY FINANCIAL SYSTEMAbout Eric E. Stickels
Independent Chair of the Board at Community Financial System, Inc. (CBU), age 63, serving since 2015 (9 years). Former President of Oneida Financial Corp. with 35+ years in banking; designated an SEC “audit committee financial expert” and previously chaired CBU’s Stress Testing Subcommittee (2017–2019) in preparation for crossing $10B in assets .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Oneida Financial Corp. / Oneida Savings Bank | President; Director | Until 2015 | Served on Asset/Liability, Trust Investment, Compliance, IT, Loan, and Marketing Committees |
| Community Financial System, Inc. | Chair, Stress Testing Subcommittee | 2017–2019 | Led stress testing in preparation for crossing $10B asset threshold |
External Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| Oneida Community Golf Club | President | Ongoing (not dated) | Community leadership |
| NYSARC, Inc. | Investment Committee Member | Ongoing (not dated) | Non-profit investment oversight |
| Cortland Funding Facilities for the Handicapped, Inc. | President & Director | Ongoing (not dated) | Community service governance |
Board Governance
- Independent, non-executive Chair; the Board maintains separation of Chair and CEO roles and regularly holds executive sessions of independent directors .
- Majority independent Board (11 of 12 nominees); mandatory retirement age 70; ongoing skill refresh and external board evaluation (2024) .
- Attendance: The Board held 9 regular meetings in FY2024; each director attended at least 75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting .
| Committee | Membership | Notes |
|---|---|---|
| Audit | Not a member | Audit fully independent; 7 regular + 3 special meetings (2024) |
| Compensation | Not a member | Fully independent; 5 regular + 2 special meetings (2024) |
| Governance | Not a member | Fully independent; 1 regular + 5 special meetings (2024) |
| Risk | Member (entire Board) | Oversight of ERM and cybersecurity; 5 meetings (2024) |
| Executive | Not a member | Executive Committee met 3 times in 2024 |
| Trust | Not a member | Trust Committee oversight of fiduciary functions; 4 meetings (2024) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $115,000 | $117,500 |
| Deferred Stock Awards ($) | $62,385 | $61,800 |
| Total ($) | $177,385 | $179,300 |
Director fee schedule updates (Board-wide):
- Annual base Board member retainer increased from $60,000 (2023) to $65,000 (effective July 1, 2024); Chair retainer from $115,000 (2023) to $120,000 (effective July 1, 2024) .
- Annual equity grant increased by $7,615 starting March 2025 (Board-wide) .
Performance Compensation
| Feature | 2023 | 2024 |
|---|---|---|
| Equity vehicle | Deferred stock units (DSUs) | Deferred stock units (DSUs) |
| Grant date & vesting | Granted and vested Mar 13, 2023 | Granted and vested Mar 19, 2024 |
| Deferral mechanics | Payout deferred at least 1 year; up to 10 years; paid in CBU shares; tracks stock value | Same structure; directors subject to disposition restrictions if below ownership guidelines |
| Performance linkage | None disclosed for director equity grants | None disclosed for director equity grants |
Other Directorships & Interlocks
| Type | Status | Notes |
|---|---|---|
| Current public company directorships | Not disclosed | Biography lists prior Oneida roles; no current public board roles disclosed |
| Compensation Committee interlocks | None reported | No interlocks or insider participation in 2024 |
Expertise & Qualifications
- Bank operations, public company governance, and risk management; audit committee financial expert designation by the Board .
- Led stress testing subcommittee (2017–2019) to prepare for >$10B asset threshold—a regulatory sensitivity point for midsize banks .
Equity Ownership
| Metric | Mar 22/24 | Dec 31/24 | Mar 24/25 |
|---|---|---|---|
| Beneficial ownership (shares) | 49,395 | — | 50,247 |
| % of shares outstanding | <0.25% (starred in table) | — | <0.25% (starred in table) |
| Deferred stock units outstanding | 2,299 | 3,339 | 4,139 |
- Stock ownership guidelines: directors must hold ≥5x annual base Board member retainer within six years; all directors are in compliance or exceed requirements .
- Insider trading policy prohibits short sales, hedging, and derivative transactions; pledging requires prior written consent .
Governance Assessment
- Strengths: Independent Chair; strong risk oversight via full-board Risk Committee; robust ownership guidelines; regular executive sessions; strong say-on-pay support in 2024 (93.15%) after responsive changes to shareholder feedback in 2023 (82%) .
- Engagement & attendance: Board-wide ≥75% meeting attendance and full annual meeting participation signal engagement .
- Compensation alignment: DSU-based director equity aligns with long-term shareholder value; fee increases benchmarked via independent consultant (Meridian) .
- Conflicts: No related-party transactions disclosed for Stickels; loans to directors permitted only on market terms under policy; conflict-of-interest policy in place .
- Watch items: Mandatory retirement at 70 implies eventual succession planning for Chair role; continued monitoring of risk oversight effectiveness and board rotation adherence .
Say-on-Pay & Shareholder Feedback
| Metric | 2023 | 2024 |
|---|---|---|
| Say-on-pay approval (%) | 82% | 93.15% |
| Management response | Eliminated most employment agreements; adopted Executive Severance Plan to prevent severance on retirement | Continued oversight and alignment to shareholder input |
Related Policies & Controls (context)
- Majority voting standard for uncontested director elections with expected resignation if a nominee fails to secure majority support; Governance Committee recommends action to the Board within 90 days .
- Director independence standards exceed NYSE minimums; 11 of 12 nominees deemed independent, including Stickels .
- Board and committee annual self-evaluations; external consultant engaged in 2024 .
Overall, Stickels presents as a conservative, risk-focused independent Chair with deep banking and risk management credentials, strong attendance and alignment via DSUs and ownership guidelines, and no disclosed conflicts—supportive of investor confidence in CBU’s governance framework .