John Parente
COMMUNITY FINANCIAL SYSTEMAbout John Parente
Independent director since 2010 (14 years of service), age 58. CEO of CP Media, LLC (broadcast TV stations) with broad operating experience across manufacturing, real estate, construction, banking, distribution, and media. Current Board roles: Chair of the Trust Committee; member of the Executive, Governance, and Risk Committees; previously chaired the Risk Committee and Strategic/Executive Committee and served on Audit, providing deep risk, fiduciary, and operational oversight. Determined independent under NYSE standards; attended ≥75% of aggregate Board and committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Financial System, Inc. (CBU) | Former Chair, Risk Committee; Former Chair, Strategic/Executive Committee; Past Audit Committee member | Prior to 2024; Director since 2010 | Led risk oversight and strategic agenda; developed thorough familiarity with operational risks and fiduciary requirements. |
| Community Financial System, Inc. (CBU) | Director | 2010–present | Ongoing service with executive, governance, and risk oversight. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CP Media, LLC | Chief Executive Officer | Current | Leads broadcast TV station owner; brings management, finance, and risk expertise. |
| Sordoni Construction Company | Director | Current | Board service for NJ-based commercial construction firm. |
| Founding Director, Pennsylvania bank (name not disclosed) | Director (prior) | Prior | Developed significant banking experience. |
Board Governance
- Committee assignments: Trust (Chair), Executive, Governance, Risk; Risk Committee includes entire Board. Trust met 4 times, Risk 5, Executive 3, Governance 1 regular + 5 special; Board held 9 regular meetings in 2024.
- Independence: Board determined Parente is independent; 11 of 12 nominees are independent; key committees comprised entirely of independent directors.
- Attendance: Each director attended ≥75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Executive sessions: Independent directors meet in executive session regularly per Corporate Governance Guidelines.
- Leadership and rotation: Chair and Committee Chairs subject to four-year rotation guidelines; Lead Director framework in place.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Fees Earned (Cash) | $84,500 | Actual cash fees received in 2024. |
| Board Member Retainer (structure as of 7/1/2024) | $65,000 | Annual retainer for directors; structure updated mid-2024. |
| Trust Committee Chair Retainer (structure) | $10,000 | Committee chair fee. |
| Executive Committee Member Retainer (structure) | $5,000 | Committee member fee. |
| Governance Committee Member Retainer (structure) | $7,000 | Committee member fee. |
| Risk Committee Member Retainer (structure) | None | No member fee. |
- Director pay structure reviewed by Compensation Committee with Meridian; effective July 1, 2024 cash board retainer increased by $5,000; annual equity grant increased by $7,615 starting March 2025.
Performance Compensation
| Metric | 12/31/2024 | 3/24/2025 | Notes |
|---|---|---|---|
| Deferred Stock Units (outstanding) | 1,419 units | 1,225 units | DSUs outstanding by date. |
| 2024 Equity Grant (fair value) | $61,800 | — | DSUs granted March 19, 2024; grant vested same day per plan design. |
- Director equity under the 2022 Long-Term Incentive Plan is issued as deferred stock units; payout in shares at least 1 year post-grant (up to 10 years), value tracks CBU stock; 2025 annual grant increased by $7,615.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock |
|---|---|---|---|
| CP Media, LLC | Private | CEO | None disclosed with CBU customers/suppliers. |
| Sordoni Construction Company | Private | Director | None disclosed with CBU customers/suppliers. |
| Pennsylvania bank (prior) | Not disclosed | Founding Director (prior) | Banking expertise; no current interlock disclosed. |
- No other public company directorships disclosed for Parente.
Expertise & Qualifications
- Broad executive and management experience across manufacturing, real estate, construction, banking, distribution, and media; CEO leadership.
- Significant banking experience (prior founding bank director); deep familiarity with CBU’s operations and risks; former chair of Risk and Strategic/Executive Committees; past Audit member.
- Regional market insights in Northeast Pennsylvania, a key company geography.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Beneficial Ownership | 85,454 shares | As of March 24, 2025. |
| Ownership % of Outstanding | <0.25% | “*” denotes less than 0.25% of 52,836,642 shares. |
| Options Exercisable within 60 days | 15,638 shares | Included in beneficial ownership calculation for the individual. |
| Deferred Stock Units (outstanding) | 1,225 units | As of March 24, 2025; DSUs accrue value with stock. |
| Ownership Guidelines | Directors must hold ≥5× annual base board retainer within 6 years; Board reports all directors in compliance or exceeding. | |
| Hedging/Pledging | Hedging prohibited; pledging prohibited without prior written consent; margin holding prohibited without consent. |
Governance Assessment
- Independence and experience: Parente is independent and brings multi-industry CEO perspective plus prior bank directorship, enhancing risk and fiduciary oversight as Trust Chair; former Risk Chair reinforces board effectiveness in ERM.
- Attendance and engagement: Met ≥75% attendance threshold; active on four committees, including Trust Chair; Board held 9 meetings; committees actively met throughout 2024.
- Alignment and incentives: Meaningful personal share ownership, legacy options, and DSUs; directors subject to robust ownership guidelines; prohibition on hedging/pledging supports alignment with shareholders.
- Compensation structure: Cash retainer plus equity DSUs; market-aligned increases approved (cash +$5,000 in 2024, equity grant +$7,615 in 2025) following Meridian benchmarking, maintaining balanced cash/equity mix without meeting fees and with limited committee fees; no excessive perquisites or tax gross-ups for directors disclosed.
- Conflicts/related-party exposure: No Parente-specific related party transactions disclosed; company policy requires Audit Committee review/approval of any related party transactions over $120,000 and reiterates market terms requirement.
- Board process and controls: Majority voting policy for uncontested elections, independent Chair, executive sessions, annual Board/committee evaluations (third-party in 2024), and strong ERM oversight via Risk Committee.
- Shareholder signals: 2024 say‑on‑pay support at 93.15% indicates broad investor approval of compensation governance; continued use of independent consultant.
RED FLAGS: None disclosed specific to Parente (no related-party transactions, no pledging/hedging, independence affirmed, attendance adequate). Continue monitoring for any business dealings of CP Media or Sordoni Construction with CBU above thresholds and any changes in option practices for directors.