Jeffery Knauss
COMMUNITY FINANCIAL SYSTEMAbout Jeffery J. Knauss
Jeffery J. Knauss (age 39) has served on CBU’s board since 2021 and is currently a member of the Compensation, Governance, and Risk Committees; he also serves as a liaison to the Company’s Technology Committee . He is co‑founder and CEO of Arcovo AI and previously co‑founded and led Digital Hyve until its 2021 acquisition by Butler/Till; his background provides expertise in digital marketing, technology development, AI automation, cybersecurity, and e‑commerce relevant to the board’s oversight agenda .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arcovo AI | Co‑founder & CEO | Current (as of proxy) | AI automation expertise; board liaison to Technology Committee |
| Digital Hyve | Co‑founder & CEO | Prior; acquired in 2021 by Butler/Till | Led growth; firm ranked 52nd fastest‑growing private company by Inc. Magazine in 2018 and on Inc. 5000 for three subsequent years |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| SUNY Oswego Foundation | Director | Current (as of proxy) | Community engagement |
| Byrne Dairy; CenterState CEO; The Food Bank of CNY; Onondaga Community College; United Way of CNY; Loretto Foundation | Former Board Member | Prior | Non‑profit and regional business engagement |
Board Governance
- Committee assignments: Compensation, Governance, Risk; liaison to Technology Committee .
- Independence: Board determined Knauss is independent under NYSE and Company Corporate Governance Guidelines .
- Attendance: In 2024, each director attended at least 75% of total board and committee meetings; board held nine regular meetings; all directors attended the 2024 annual meeting .
- Majority voting standard: Uncontested nominees failing to receive a majority of votes are expected to tender resignations; Governance Committee recommends action and board discloses decision within 90 days .
- 2025 election support: Votes for/against Knauss were 39,695,561 For; 840,099 Against; 40,512 Abstain; 5,176,446 Broker non‑votes .
Fixed Compensation
- Retainer schedule (effective July 1, 2024):
| Position | Board | Audit Committee | Compensation Committee | Governance Committee | Risk Committee | Trust Committee | Executive Committee |
|---|---|---|---|---|---|---|---|
| Chair | $120,000 | $22,500 | $15,000 | $15,000 | $15,000 | $10,000 | $10,000 |
| Member | $65,000 | $10,000 | $7,000 | $7,000 | None | $5,000 | $5,000 |
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Technology Committee representative additional retainer: $5,000 annually; Knauss served as a representative in 2024 .
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Knauss 2024 actual director compensation:
| Name | Fees Earned or Paid in Cash ($) | Deferred Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeffery J. Knauss | $82,625 | $61,800 (grant‑date fair value) | $144,425 |
Performance Compensation
- Equity award structure for directors (2024):
| Item | Detail |
|---|---|
| Grant vehicle | Deferred stock units (DSUs) under the 2022 Plan |
| Grant date (2024) | March 19, 2024; award made and vested on grant date; receipt deferred at least 1 year, up to 10 years |
| Knauss DSU fair value (2024) | $61,800 (ASC 718) |
| DSUs outstanding (12/31/2024) | 1,419 units (Knauss) |
| DSUs outstanding (3/24/2025) | 1,225 units (Knauss) |
| Payout mechanics | Value tracks CBU stock; paid out in shares at the deferred payment date |
| 2025 equity grant change | Annual equity grant increased by $7,615 starting March 2025 (for directors generally) |
Note: Director equity is not tied to specific performance metrics (e.g., TSR or ROATCE); those metrics apply to named executive officers’ long‑term incentives rather than non‑employee directors .
Other Directorships & Interlocks
| Topic | Disclosure |
|---|---|
| Public company directorships (current) | None mentioned in Knauss’s proxy biography |
| Compensation Committee interlocks | None; no interlocks or insider participation in 2024 |
Expertise & Qualifications
- Digital marketing, technology development, AI automation, cybersecurity, e‑commerce, entrepreneurship; enhances board oversight of technology and digital marketing strategy; liaison to Technology Committee .
- Board refreshment and diversity: Knauss among newer directors added since 2019; independence and diversity profile presented in proxy’s composition table .
Equity Ownership
| Item | Amount |
|---|---|
| Beneficial ownership (3/24/2025) | 3,554 shares; less than 0.25% of shares outstanding |
| DSUs outstanding (3/24/2025) | 1,225 units |
| DSUs outstanding (12/31/2024) | 1,419 units |
| Stock ownership guidelines | Directors must own ≥5× annual base board retainer within 6 years; 75% of net shares from awards retained until compliant; all directors are in compliance or exceed requirements |
| Hedging/pledging policy | Prohibits short sales, hedging, and derivative transactions; pledging or margin requires prior written approval |
Governance Assessment
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Strengths:
- Clear independence determination; no related‑party transactions disclosed for Knauss; robust conflicts policy administered by Audit Committee .
- Active committee roles (Compensation, Governance, Risk) and Technology Committee liaison indicate engagement on human capital, governance, and risk oversight, including cybersecurity .
- High shareholder support in 2025 director election; say‑on‑pay received strong approval (For: 39,208,889; Against: 1,232,650; Abstain: 134,633) .
- Use of independent compensation consultant (Meridian) and periodic market benchmarking for director pay; transparent retainer structure .
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Watch items:
- 2024 increase in director cash retainer and planned 2025 equity grant increase; monitor alignment with performance and peer practices over time .
- As an active AI entrepreneur, remain attentive to any potential future related‑party dealings; none disclosed to date .
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Attendance and engagement:
- Board and committee attendance at least 75%; board held nine regular meetings; all directors attended 2024 annual meeting .
- Independent sessions held regularly; majority voting and over‑boarding restrictions in place, reinforcing board effectiveness .