Mark Bolus

About Mark J. Bolus

Independent director since 2010; age 59. President & CEO of Bolus Motor Lines, Inc. and Bolus Freight Systems, Inc., bringing ~30 years of management experience in freight transportation with real estate expertise and deep knowledge of Upstate NY and Northeast PA markets critical to CBU’s footprint . Determined independent under NYSE and company guidelines; the Board lists him among 11 of 12 independent nominees .

Past Roles

External Roles

Board Governance

• Committee memberships: Compensation Committee Chair; Executive Committee member; Risk Committee member; Trust Committee member .
• Committee cadence: Compensation (5 regular, 2 special in 2024); Executive (3 regular); Risk (5 meetings; entire Board); Trust (4 meetings) .
• Independence: Listed as independent; Board comprises 11 of 12 independent nominees .
• Attendance: Board held 9 regular meetings in 2024; every director attended at least 75% of Board and committee meetings; all directors attended the May 15, 2024 annual meeting .
• Election results (2025): For 39,605,216; Against 659,090; Abstain 311,866; Broker non-votes 5,176,446 .
• Policies: Majority voting standard for uncontested elections; independent Chair; regular executive sessions of independent directors .

Fixed Compensation

• Retainer structure as of July 1, 2024 (for context): Board member $65,000; Compensation Chair $15,000; Executive member $5,000; Trust member $5,000; Risk member none; Board Chair $120,000; Audit Chair $22,500; Governance Chair $15,000; Equity grant to be increased by $7,615 starting March 2025 .
• Directors may defer cash fees into share-equivalent units; current participants listed (Bolus not among 2024–2025 deferrers of cash fees) .

Performance Compensation

• Directors receive annual equity in the form of deferred stock units (DSUs) tracking CBU’s share price; DSUs must be deferred at least one year and are settled in stock on election date (up to 10 years) .
• No performance-conditioned director equity (e.g., PSUs) disclosed; equity is time/deferred-based, aligning with long-term shareholder value .

Other Directorships & Interlocks

Expertise & Qualifications

• Operating executive with multi-decade freight transportation leadership; brings real estate expertise and market insights across CBU’s geographies .
• Committee leadership: Compensation Chair; human capital oversight and pay governance responsibilities .

Equity Ownership

• Stock ownership guidelines: Directors must own ≥5× annual base Board retainer within six years; all Directors are in compliance .
• Hedging/short sales/derivatives prohibited; pledging prohibited absent prior written consent .

Governance Assessment

• Strengths: Long-tenured independent director with local market expertise; Chairs Compensation Committee with independent membership and use of independent consultant Meridian; robust pay governance (no option repricings; clawbacks for executives; ownership guidelines) .
• Alignment: Material share ownership (0.25% of outstanding), DSUs outstanding, and ownership guidelines compliance support skin-in-the-game .
• Engagement signals: Strong re-election support in 2025 vote tallies; high say‑on‑pay support in 2024 (93.15%) and substantial support in 2025 by raw counts .
• Potential conflicts: No related-party transactions involving Bolus disclosed; company notes director/officer banking relationships may occur on ordinary-course, market terms; Audit Committee oversees related-party policy . No pledging or hedging disclosures for Bolus .
• Attendance: Met governance threshold (≥75% of meetings) in 2024; participated across multiple committees .

Note: We attempted to locate recent Form 4 insider filings for “Mark J. Bolus” in the system; none were available via our document listing during 2024–2025 (doc type 4 returned 0), so insider trade patterns could not be assessed from SEC Form 4 in this environment [ListDocuments result].

Fixed Compensation (detail)

Performance Compensation (detail)

Say‑on‑Pay & Shareholder Feedback

• 2024 say‑on‑pay approval: 93.15% support .
• 2025 say‑on‑pay votes: For 39,208,889; Against 1,232,650; Abstain 134,633; Broker non‑votes 5,176,446 .

Compensation Committee Analysis

• Members: Bolus (Chair), Fesette, Knauss, Skerritt, Steele; fully independent .
• Consultant: Meridian Compensation Partners, LLC; independent with no conflicts; advises peer group, governance structure, pay levels .
• Interlocks: None; no insider participation in 2024 .

Related Party Transactions

• Policy: Audit Committee administers review/approval; threshold >$120,000; ensure market terms and best interests of company .
• Disclosures: One employment-related related person (son‑in‑law of a former director) reviewed/approved; no transactions involving Bolus disclosed .

Risk Indicators & Red Flags

• Hedging/pledging prohibited; no pledging disclosed for Bolus .
• No option repricing; directors compensated via cash retainer and DSUs; equity grant timing predetermined .
• Attendance met threshold; no governance red flags disclosed for Bolus .

Compensation Structure Analysis

• Mix trend: Modest YoY increase in cash ($85,000 → $87,500) and similar equity grant value ($62,385 → $61,800); Board moved to increase cash retainer (+$5k) and equity grant (+$7,615) effective H2 2024/March 2025 to align with peer market levels .
• Market alignment: Director pay levels calibrated to updated peer group; retains independence and at‑risk equity component via DSUs .

Equity Ownership & Alignment

• Beneficial ownership increased (132,828 → 134,691 shares) with material joint and trustee holdings; DSU balances outstanding; compliant with ownership guidelines .

Governance Summary

• As Compensation Chair, Bolus oversees pay risk and human capital; independent committee and consultant support board effectiveness .
• Voting outcomes and attendance indicate investor confidence and engagement; no related‑party, pledging, or attendance concerns disclosed .