Kerrie MacPherson
COMMUNITY FINANCIAL SYSTEMAbout Kerrie D. MacPherson
Kerrie D. MacPherson, age 66, has served on the Board since 2019 and is the Audit Committee Chair. A former senior partner at Ernst & Young LLP with a 32-year career across Toronto and New York, she is recognized as an SEC “audit committee financial expert” and holds NACD Cyber-Risk Oversight Certification; she brings deep accounting, finance, M&A, and cyber-risk oversight expertise to CBU. She currently serves on the Executive, Governance, and Risk Committees, alongside chairing Audit.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP (EY) | Senior Partner; Auditor and Transaction Advisory leadership across Toronto and New York | 32 years | Extensive financial services sector experience; recognized by Consulting Magazine’s Women Leaders with 2015 Excellence in Leadership Award; Fellow of CPA Ontario (highest distinction) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synechron, Inc. (private) | Director; Audit Committee Chair | Since Apr 2022 | Digital transformation consulting; audit oversight leadership |
| SpartanNash Company (NASDAQ: SPTN) | Director | Since Aug 2023 | Audit Committee; Nominating & Governance Committee |
| University of Toronto Rotman School | Dean’s Advisory Board; Global Advancement Board | Ongoing | Academic governance support |
| City Harvest (non-profit) | Former Director; Co-Chair of Governance & Audit; Executive Committee member | Prior service | Governance and audit leadership in NYC food security org |
Board Governance
- Committee assignments: Audit (Chair), Executive, Governance, Risk; Audit Committee met seven regular and three special sessions in 2024, with four members deemed “audit committee financial experts.”
- Independence: The Board determined 11 of 12 nominees are independent; Ms. MacPherson is independent under NYSE standards and CBU guidelines.
- Attendance: The Board held nine regular meetings in 2024; each Director attended at least 75% of Board and applicable committee meetings. All Directors attended the May 15, 2024 Annual Meeting.
- Governance practices: Majority voting policy for uncontested elections; regular executive sessions; chair and committee chair rotation guidelines; over-boarding restrictions; stock ownership/retention requirements; prohibition on hedging and pledging without prior written consent.
Fixed Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash | $94,375 |
| Annual Retainer Structure (reference) | Board Member retainer $65,000; Audit Chair retainer $22,500; Executive Committee member $5,000; Governance Committee member $7,000; Risk Committee member none (as of July 1, 2024) |
Notes:
- Director cash compensation increased effective July 1, 2024 by $5,000 to the annual Board and Chair retainers; equity grant value increased by $7,615 starting with March 2025 grants, per market benchmarking with Meridian Compensation Partners.
Performance Compensation
| Equity Award | Grant Date | Type | Grant-Date Fair Value | Vesting/Deferral |
|---|---|---|---|---|
| Director annual equity | Mar 19, 2024 | Deferred Stock Units (DSUs) | $61,800 | DSUs vested at grant; payout in stock at director-selected deferral date (≥1 year, up to 10 years); value tracks CBU stock; subject to director ownership/retention rules |
Director equity program details:
- DSUs align director compensation with long-term shareholder interests; directors must retain 75% of shares received until ownership guidelines are met.
Other Directorships & Interlocks
| Company | Exchange | Overlap/Interlock Considerations |
|---|---|---|
| SpartanNash Company | NASDAQ: SPTN | Grocery/food solutions; no disclosed customer/supplier overlap with CBU; independence maintained; advance notice policy governs external board service; Board over-boarding restrictions in place. |
- No Compensation Committee interlocks or insider participation were reported for 2024 (MacPherson is not on the Compensation Committee).
- No related-party transactions were disclosed involving Ms. MacPherson; the sole related-party item disclosed concerned employment of a former director’s family member reviewed/approved by the Audit Committee.
Expertise & Qualifications
- SEC-defined audit committee financial expert; Fellow CPA Ontario; extensive financial services audit and advisory background; M&A and regulatory oversight experience; NACD Cyber-Risk Oversight Certification supporting Risk Committee’s cybersecurity oversight.
- Board technology/cyber expertise complemented by broader Board cyber training and oversight practices.
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 2,982; less than 0.25% of outstanding shares |
| Deferred Stock Units outstanding (as of Dec 31, 2024) | 4,951 |
| Deferred Stock Units outstanding (as of Mar 24, 2025) | 6,215 |
| Director Ownership Guideline | 5x annual base board retainer ($65,000) within 6 years; all Directors are in compliance or exceed requirements |
| Hedging/Pledging | Prohibited for Directors; pledging only with prior written consent; no pledging disclosed for Ms. MacPherson |
| Deferred Cash Fee Units | Not listed among Directors participating in the cash fee deferral plan (list includes Fesette, Pecor, Steele, Sullivan, Whipple) |
Governance Assessment
- Strengths: Independent status; Audit Committee Chair with SEC “financial expert” designation; deep Big Four leadership experience; formal cyber oversight credential; robust attendance; strong governance framework (majority voting, executive sessions, rotation, ownership/retention). These factors support board effectiveness and investor confidence.
- Incentives/Alignment: Balanced director pay with cash retainer and equity DSUs pegged to stock performance; ownership guidelines and retention requirements tighten alignment; prohibitions on hedging/pledging reduce misalignment risk.
- Potential Conflicts/Red Flags: No related-party transactions involving MacPherson; no compensation committee interlocks; external board at SPTN appears non-conflicting with CBU’s business; over-boarding restrictions and advance notice policy mitigate risk. No attendance or pay anomalies detected.
Net takeaway: MacPherson’s profile (audit chair, financial expert, cyber-certified) and engagement record indicate strong governance quality with low conflict risk—supportive of investor confidence in financial reporting and risk oversight.