Jeffrey Levy
COMMUNITY FINANCIAL SYSTEMAbout Jeffrey Levy
Jeffrey M. Levy, age 63, is Senior Vice President and Chief Banking Officer of Community Financial System, Inc. (NYSE: CBU) since January 1, 2024; he previously led Commercial Banking and regional leadership roles at the Bank and served as EVP and President of Commercial Banking at NBT Bank, N.A. (2006–2016). In 2024, CBU delivered record total revenues (+14.4% YoY to $746.3M), net income (+38.3% YoY), and outperformed bank indices on TSR (+22.6% vs 2023), aligning executive incentives with improved operating performance and capital/credit metrics (CET1 14.24%, net charge-offs 0.10%) . Education is not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Community Financial System, Inc. (CBU) | SVP & Chief Banking Officer | Jan 2024–present | Leads company-wide banking business; role elevation from Commercial Banking leadership |
| Community Financial System, Inc. (CBU) | President, Commercial Banking | Jan 2022–Dec 2023 | Led commercial banking growth and sales execution |
| Community Financial System, Inc. (CBU) | SVP, Commercial Banking Sales Executive | Jun 2021–Dec 2021 | Directed commercial sales execution |
| Community Financial System, Inc. (CBU) | SVP, Regional President – Capital Region | Jun 2019–Jun 2021 | Led Capital Region market |
| Community Financial System, Inc. (CBU) | SVP, Commercial Banking Team Leader | Jan 2018–Jun 2019 | Managed commercial banking team |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| NBT Bank, N.A. | EVP & President, Commercial Banking | Dec 2006–Aug 2016 | Led commercial banking franchise at peer regional bank |
Fixed Compensation
- Base salary set at $450,000 for 2024 and increased to $461,250 effective January 1, 2025 .
- Perquisites and benefits in 2024 included vehicle allowance ($7,357), group term life/LTD insurance in excess of standard ($6,732), and 401(k) contribution ($15,525); all other compensation totaled $29,614 .
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $347,486 | $400,000 | $449,269 |
| Stock Awards ($) | $103,974 | $186,848 | $213,800 |
| Option Awards ($) | $34,648 | $62,855 | $72,885 |
| Non-Equity Incentive ($) | $160,000 | $128,745 | $253,688 |
| Change in Pension Value ($) | $21,449 | $33,060 | $28,616 |
| All Other Compensation ($) | $29,956 | $31,303 | $29,614 |
| SEC Total ($) | $697,513 | $842,811 | $1,047,872 |
| Adjusted SEC Total ($) | $676,064 | $809,751 | $1,019,256 |
Performance Compensation
- Annual cash incentive (MIP) target 55% of base; for 2024 the Company achieved 122.5% weighted attainment, with Levy’s payout set at 100% of target for $253,688 (55% of $461,250 applicable base) .
- Equity design: 50% PSUs (3-year, KRX TSR and Core ROATCE), 25% stock options (5-year pro rata), 25% time-based RS (3-year pro rata) .
- 2024 grants (Mar 19, 2024): options 5,916 at $44.27; time RS 1,650; PSUs target 1,717; grant-date fair values $72,885, $73,046, and $140,755, respectively .
- 2022–2024 PSUs paid at 100% of target in March 2025; Levy received 1,067.6475 shares valued $63,519 based on closing price $59.83 on Mar 6, 2025 .
| MIP Metric (2024) | Weight | Threshold | Target | Maximum | Actual | Weighted Attainment |
|---|---|---|---|---|---|---|
| Bank Operating PPNR YoY growth | 25% | 1% | 3% | >6% | 5.6% | 25% |
| Financial Services Operating PPNR YoY growth | 15% | 2% | 4% | >8% | 9.9% | 22.5% |
| Core ROA percentile vs KRX | 10% | <50th | 50–75th | >75th | 67th percentile | 10% |
| CET1 Capital Ratio | 10% | 10.5% | 12.0% | 13.0% | 14.24% | 15% |
| Net Charge-Off Ratio | 10% | 0.35% | 0.25% | <0.15% | 0.10% | 15% |
| Liquidity Objectives (L/D ratio, uninsured coverage) | 10% | 1 objective | Both | Both + 200% | Achieved both (L/D 77.6%, coverage 246%) | 15% |
| Human Capital Objectives | 20% | 2 objs | 3 objs | 4 objs | 3 achieved | 20% |
| Total Weighted Attainment | — | — | — | — | — | 122.5% |
| Incentive Target | 2023 | 2024 | 2025 |
|---|---|---|---|
| Annual Cash Incentive (% of base) | 50% | 55% | 55% |
| Target Equity Grant (% of base) | 60% | 65% | 70% |
| 2024 Grant Detail (Mar 19, 2024) | Quantity | Strike/Terms | Vesting | Grant-Date Value ($) |
|---|---|---|---|---|
| Stock Options | 5,916 | $44.27 | 5-year pro rata | $72,885 |
| Time-Based Restricted Stock | 1,650 | N/A | 3-year pro rata | $73,046 |
| Performance-Based Restricted Stock (Target) | 1,717 | N/A | 3-year cliff (2024–2026) | $140,755 |
Equity Ownership & Alignment
- Beneficial ownership: 21,610 shares; includes 5,641 shares via the Company’s 401(k) Plan; options exercisable within 60 days: 7,874; percentage of class is less than 0.25% .
- Stock ownership guidelines: EVPs must hold ≥2x base salary and retain 75% of net shares until compliant; all senior executives are in compliance .
- Hedging/pledging: Prohibited; pledging only with prior written consent per Insider Trading Policy .
| Beneficial Ownership (as of Mar 24, 2025) | Shares | % of Outstanding |
|---|---|---|
| Jeffrey M. Levy | 21,610 (incl. 5,641 in 401(k)) | * (<0.25%) |
| Outstanding Equity Awards (Dec 31, 2024) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| Options (2019 grant) | 772 | 0 | $59.41 | 3/20/2029 |
| Options (2010-series) | 1,136 | 569 | $51.64 | 3/17/2030 |
| Options (2021-series) | 1,024 | 684 | $79.66 | 3/16/2031 |
| Options (2022-series) | 776 | 1,164 | $71.78 | 3/15/2032 |
| Options (2023-series) | 842 | 3,368 | $54.06 | 3/14/2033 |
| Options (2024 grant) | 0 | 5,916 | $44.27 | 3/19/2034 |
| Unvested Time-Based RS | — | 2,857 shares; MV $176,220 | — | — |
| Unvested PSUs (max eligibility) | — | 13,153 shares; payout value $811,277 | — | — |
| 2024 Realized Vesting/Exercise | Options Exercised (#) | Value Realized ($) | RS Vested (#) | Value Realized ($) |
|---|---|---|---|---|
| Jeffrey M. Levy | 0 | $0 | 839 | $38,007 |
Employment Terms
- Severance: Covered by Executive Severance Plan; multiples are 1.0x base+bonus for qualifying termination and 2.0x for change-in-control (double-trigger) .
- Clawbacks: SEC/NYSE-compliant recoupment and broader discretionary clawback covering cash and equity for restatement or misconduct .
- Hedging/derivatives/short sales prohibited; pledging requires pre-approval .
- Tax gross-ups: No tax gross-ups for perquisites or change-in-control .
| Scenario (as of Dec 31, 2024) | Expected Post-Termination Payments ($) | Continuation of Benefits ($) | Acceleration of Equity ($) | Total Termination Benefits ($) |
|---|---|---|---|---|
| Death | $366,005 | $0 | $543,916 | $909,921 |
| Disability | $478,323 | $0 | $543,916 | $1,022,239 |
| Retirement (good standing) | $0 | $0 | $543,916 | $543,916 |
| Involuntary termination (without cause) | $578,014 | $0 | $543,916 | $1,121,930 |
| CIC termination (involuntary or good reason) | $1,156,028 | $32,644 | $1,152,651 | $2,341,323 |
Compensation Peer Group (Benchmarking)
- 2024 peer group maintained; 2024/2025 updated peer group defined with Meridian using objective criteria; Company positioned 35th percentile assets, 59th percentile operating revenue, 71st percentile market cap; used to benchmark director/executive compensation .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: 93.15% support, indicating strong shareholder endorsement of compensation program .
Investment Implications
- Alignment: Levy’s pay mix is majority variable and equity-based, tied to PPNR growth, capital/credit discipline, Core ROA vs KRX, and 3-year TSR/Core ROATCE PSUs—consistent with CBU’s “above-average returns with below-average risk” philosophy .
- Retention and selling pressure: Significant unvested equity and options with staged vesting, plus ownership guideline retention and anti-hedging/pledging policies, reduce near-term selling pressure risk; no 2024 option exercises by Levy, modest RS vesting realized .
- Change-in-control economics: Double-trigger CIC with 2.0x multiple and full equity acceleration creates balanced retention and potential payout sensitivity in M&A scenarios; severance multiples lower than CEO and certain peers, reflecting role level .
- Performance backdrop: 2024 operational gains and TSR outperformance underpin above-target incentive outcomes while risk metrics (CET1, net charge-offs, liquidity) guardrail payout quality; continued emphasis on PSUs supports longer-term value creation tracking .