John Whipple Jr.
COMMUNITY FINANCIAL SYSTEMAbout John F. Whipple, Jr.
John F. Whipple, Jr., age 69, has served on the CBU (Community Financial System, Inc.) Board since 2010 (14 years) and is an independent director. He is Chief Executive Officer of Buffamante Whipple Buttafaro, P.C., and a certified public accountant with over 40 years advising Western New York businesses on tax planning, structuring transactions, financing, and strategic planning; the Board has determined he is an “audit committee financial expert” under SEC rules . He currently chairs the Governance Committee and serves on the Audit, Executive, and Risk Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Buffamante Whipple Buttafaro, P.C. | Chief Executive Officer; Certified Public Accountant | 40+ years | Corporate finance, accounting, public company financial statement analysis; SEC filings expertise; designated Audit Committee Financial Expert |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed in proxy |
Board Governance
- Committee assignments: Governance (Chair), Audit, Executive, Risk .
- Committee engagement: Audit (7 regular, 3 special meetings in 2024) ; Governance (1 regular, 5 special in 2024) ; Executive (3 regular in 2024) ; Risk (entire Board; 5 meetings in 2024) .
- Independence: 11 of 12 nominees independent; Whipple is independent per NYSE and Company guidelines .
- Attendance: Board held nine regular meetings in 2024; each Director attended at least 75% of Board and committee meetings; all Directors attended the 2024 Annual Meeting .
- Governance practices: Separate Chair/CEO, regular executive sessions, majority voting policy in uncontested elections, chair rotation guidelines (4 years), annual Board/Committee self-evaluations led by Governance Chair; in 2024 a third-party consultant conducted the Board evaluation .
Fixed Compensation
| Director Fee Structure (effective July 1, 2024) | Board | Audit Committee | Compensation Committee | Governance Committee | Risk Committee | Trust Committee | Executive Committee |
|---|---|---|---|---|---|---|---|
| Chair Retainer ($) | $120,000 | $22,500 | $15,000 | $15,000 | $15,000 | $10,000 | $10,000 |
| Member Retainer ($) | $65,000 | $10,000 | $7,000 | $7,000 | None | $5,000 | $5,000 |
| 2024 Director Compensation (Non‑Employee) | Fees Earned or Paid in Cash ($) | Deferred Stock Awards ($) | Total ($) |
|---|---|---|---|
| John F. Whipple, Jr. | $90,625 | $61,800 (grant-date fair value) | $152,425 |
- Directors may also receive $5,000 annually for Technology Committee representation; not applicable to Whipple in 2024 .
- Deferred Compensation Plan for Directors permits deferral of cash fees into share-equivalent units with distribution in shares at a future date; Whipple participates (see Equity Ownership) .
Performance Compensation
- Director equity is granted as deferred stock units (DSUs) under the 2022 Plan; directors must defer receipt at least one year, with value tracking CBU share price and paid out in shares on the deferral date .
- No performance metrics (e.g., TSR or ROATCE) apply to director equity grants; those metrics are for executive performance awards, not directors .
| Director Equity Award Details | Grant Date | Award Type | Grant-Date Fair Value ($) | Vesting | DSUs Outstanding (12/31/2024) |
|---|---|---|---|---|---|
| John F. Whipple, Jr. | March 19, 2024 | Deferred Stock Units | $61,800 | Vested on grant; receipt deferred ≥1 year | 3,993 |
| Director Equity Units (Latest) | Date | DSUs Outstanding | Deferred Cash Fee Share-Equivalent Units |
|---|---|---|---|
| John F. Whipple, Jr. | March 24, 2025 | 5,249 | 6,902 |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards | None disclosed for Whipple |
| Compensation Committee interlocks | None in 2024 (no insider participation or interlocks) |
Expertise & Qualifications
- CPA with extensive corporate finance and accounting expertise; designated Audit Committee Financial Expert under SEC rules .
- Governance leadership as Chair of Governance Committee; engages in director searches, evaluations, and board refreshment .
- Executive, audit, and risk committee experience across core oversight areas .
Equity Ownership
| Ownership Component | Quantity | Notes |
|---|---|---|
| Common shares beneficially owned | 22,774 | As of March 24, 2025; includes shares with sole or shared voting/investment power |
| Options exercisable within 60 days | 15,638 | Included in beneficial ownership calculation under SEC rules |
| Deferred Stock Units (DSUs) | 5,249 | As of March 24, 2025 |
| Deferred cash fee share-equivalent units | 6,902 | As of March 24, 2025 |
| Ownership as % of shares outstanding | <0.25% | Shares outstanding: 52,836,642 as of March 24, 2025 |
| Stock ownership guideline compliance | Yes | Directors must hold ≥5x base Board retainer within 6 years; all Directors are in compliance |
Governance Assessment
- Board effectiveness: Whipple’s role as Governance Chair, combined with the Board’s majority voting policy, regular executive sessions, chair rotation, and a third‑party-led evaluation in 2024, supports strong oversight and board refresh practices .
- Independence and engagement: He is independent; serves on four committees; Board held nine meetings; all Directors met ≥75% attendance and attended the 2024 Annual Meeting, indicating active engagement .
- Ownership alignment: DSUs and deferred fee units tie director wealth to shareholder outcomes; directors must meet rigorous 5x retainer ownership guidelines and retain 75% of shares from awards until compliant; hedging prohibited and pledging requires prior consent .
- Compensation structure: 2024 director compensation increased modestly to align with peer market (cash retainer +$5,000; equity grant +$7,615 starting March 2025); independent consultant Meridian advises Compensation Committee (no conflicts) .
- Potential conflicts: No related‑party transactions disclosed for Whipple; routine banking relationships with directors occur on market terms under Audit Committee‑administered policy .
- Shareholder signals: 2024 say‑on‑pay received 93.15% support, indicating broad investor confidence in compensation governance .
RED FLAG: Mandatory retirement at age 70—Whipple is 69; likely near‑term transition risk for Governance Committee leadership and board continuity .
Additional Note: The Company prohibits short sales, hedging, and derivative transactions by directors, and pledging without prior written consent; no pledging or hedging by directors is permitted under policy .