Marya Burgio Wlos
COMMUNITY FINANCIAL SYSTEMAbout Marya Burgio Wlos
Executive Vice President, Treasurer and Chief Financial Officer of Community Financial System, Inc. (NYSE: CBU), effective March 31, 2025; age 47. Prior roles include Managing Director & COO Investment Bank at M&T Bank (2021–2025), Head of Management Accounting at M&T Bank (2018–2021), Head of Trading Relationship Management at UBS Asset Management (2013–2018), finance roles at Citadel LLC (2008–2012), and Bank of America (2007–2008). She certifies CBU’s 10-Qs under SOX 302/906 in 2025, reflecting direct accountability for disclosure controls and fair presentation. Note: her tenure began post-2024; company-level performance in 2024 featured strong TSR and revenue/EPS growth, but attribution to her is limited to 2025 onward.
2024 company performance (context for pay-for-performance framework):
- Total revenues +14.4% YoY to $746.3m; operating revenues +5.9% YoY to $745.6m. Net income +38.3% to $182.5m; GAAP EPS +40.4% to $3.44. Operating PPNR +6.7% and operating PPNR/share +8.2%. CBU TSR in 2024: $122.64 vs $100 starting, outperformed major bank indices.
- Highlights in proxy include record revenues across all four business lines, strong capital and liquidity, low net charge-offs (0.10%), and 32nd consecutive year of dividend increases.
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| M&T Bank | Managing Director & COO Investment Bank | 2021–2025 | Led operational and financial management for investment bank; senior finance leadership experience applicable to diversified financial services platform. |
| M&T Bank | Head of Management Accounting, Finance | 2018–2021 | Built budgeting, reporting, and performance measurement infrastructure; relevant to disclosure controls and capital allocation. |
| UBS Asset Management | Head of Trading Relationship Management | 2013–2018 | Managed trading relationships and operational risk, supporting liquidity and execution quality—important for treasury/ALM oversight. |
| Citadel LLC | Finance roles | 2008–2012 | Buy-side finance exposure to trading operations and risk metrics; useful for treasury, market-risk, and performance analytics. |
| Bank of America | Finance role | 2007–2008 | Large-bank finance grounding in controls and reporting. |
External Roles
No public-company directorships disclosed; background in senior finance/operations across major financial institutions.
Fixed Compensation
| Component | 2025 | Notes |
|---|---|---|
| Base Salary | $500,000 | Disclosed in appointment 8-K; effective upon start date. |
| Target Bonus % (MIP) | Not disclosed | Annual incentive opportunity “based on a target percentage of salary” under 2025 MIP; specific % not provided. |
| Actual Bonus Paid | Not disclosed | 2025 payout not disclosed in filings reviewed to date. |
Performance Compensation
Annual cash incentive (MIP) structure and company scorecard (framework applicable to executive officers; 2024 metrics shown for clarity):
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Basis |
|---|---|---|---|---|---|---|
| Bank Operating PPNR growth | 25% | 1% → 50% payout | 3% → 100% | >6% → 150% | 5.6% | Target level; contributed 25% weighted. |
| Financial Services Operating PPNR growth | 15% | 2% → 50% | 4% → 100% | >8% → 150% | 9.9% | Max level; contributed 22.5%. |
| Core ROA vs KRX percentile | 10% | <50th → 50% | 50th–75th → 100% | >75th → 150% | 67th percentile | Target; contributed 10%. |
| CET1 capital | 10% | 10.5% → 50% | 12.0% → 100% | 13.0% → 150% | 14.24% | Max; contributed 15%. |
| Net Charge-Off Ratio | 10% | 0.35% → 50% | 0.25% → 100% | <0.15% → 150% | 0.10% | Max; contributed 15%. |
| Liquidity (LTD ratio < peers; uninsured coverage >175%) | 10% | 1 objective → 50% | Both → 100% | Both + 200% → 150% | Both achieved; 77.6% LTD and 246% coverage | Max; contributed 15%. |
| Strategic priorities (Human Capital, Data Efficiency, Business Mix, Branch Openings) | 20% | 2/3/4 objectives → 50/100/150% | — | — | Mixed: Human Capital partial; Data Efficiency all achieved | Contributed 20%; total weighted attainment 122.5%. |
- Committee approved 2024 MIP payouts at 100–115% of target (Adjusted Weighted Attainment) despite 122.5% score, emphasizing qualitative judgment; same MIP framework adopted for 2025.
Equity-based long-term incentives (program design applicable to executive officers):
- Performance RSUs: 50% of target equity; 3-year cliff vest (2024–2026 performance period), metrics: 3-year TSR vs KRX peers and 3-year average Core ROATCE vs KRX; payout range 0–200%.
- Stock Options: 25% of target equity; 5-year pro rata vest; 10-year term; value only if stock appreciates.
- Time-based RSUs: 25% of target equity; 3-year pro rata vest; promotes retention and ownership.
New-hire grant for Wlos:
- Initial restricted stock award with estimated grant-date fair value $121,100; vests over 3 years beginning on first anniversary of grant.
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | Not disclosed for Wlos in 2025 proxy (filed pre-appointment); security ownership table lists prior CFO. |
| Stock Ownership Guidelines | Senior Executives must hold stock worth at least 2× base salary within 6 years; must retain 75% of net shares until compliant. |
| Hedging/Pledging | Hedging prohibited; pledging/margin accounts prohibited without prior written consent; company-wide policy applies to executives. |
| Clawbacks | Two policies: SEC/NYSE compliant recoupment for Section 16 officers; discretionary recoupment for restatements or misconduct (cash and equity). |
Employment Terms
| Term | Provision |
|---|---|
| Start Date & Role | EVP, Treasurer & CFO effective March 31, 2025. |
| Severance Plan Participation | Executive Severance Plan at EVP level; benefits upon qualifying termination (no CIC): salary × Severance Multiple; prior-year MIP × Severance Multiple; immediate vesting of restricted stock; options immediately exercisable for original term; performance equity vests pro rata at actual or target if not determinable. Severance paid in bi-weekly installments over 12 months (409A constraints for specified employees). |
| Change-in-Control Economics | Double-trigger: if terminated without cause or for good reason within 2 years post-CIC, receive salary × Severance Multiple, prior-year MIP × Severance Multiple, and medical/dental/vision/life contributions × Severance Multiple; equity vesting as above; installments over 12 months (409A constraints). |
| Non-Compete | 12 months after termination if severance applies; ends at termination if resignation for “Good Reason” or termination without “Cause.” Geographic scope aligned to company markets (NY, PA, VT, MA and other states where company operates). |
| Non-Solicit & Non-Recruitment | Two years post-termination for customers/prospects and employees. |
| Release & Arbitration | Release of claims required for benefits; carve-out for SEC/agency awards; non-binding arbitration for disputes in Syracuse, NY; limited fee reimbursement if prevailing. |
| 280G Cutback | Best-net after-tax approach; reductions prioritized cash, then equity acceleration, then other benefits. |
| Policies | No tax gross-ups on perquisites or CIC; no single-trigger CIC; prohibition on options repricing; robust insider trading, ethics, and governance frameworks. |
Performance & Track Record (early tenure)
- As CFO, Wlos signed Q2 and Q3 2025 SOX certifications, indicating responsibility for effective disclosure controls and ICFR.
- Q2 2025 call: guided quarterly NIM expansion to 3–5 bps; discussed competitive loan pricing, deposit acquisition ($600m) and staged deployment into earning assets—signals on margin and balance sheet strategy.
- Investor relations slide deck lists her as IR contact; company core ROAA/ROAE and non-GAAP reconciliations support pay-versus-performance linkage overseen by finance.
Board Governance (compensation oversight context)
- Compensation Committee entirely independent; uses Meridian Compensation Partners for peer benchmarking; executive compensation anchored to pay-for-performance with heavy variable pay mix and strong clawbacks.
- 2024 say-on-pay approval 93.15%, indicating shareholder support for program design and outcomes.
Investment Implications
- Alignment: New-hire RSU vesting and eventual participation in annual performance equity (PSUs) tie compensation to multi-year TSR and Core ROATCE vs KRX peers; ownership guidelines and clawbacks strengthen alignment and downside accountability.
- Retention risk: Double-trigger CIC protection, structured severance, and staggered vesting across RSUs/options mitigate flight risk, with non-compete/non-solicit provisions protecting franchise value during transitions.
- Trading signals: Company prohibits hedging/pledging; absence of disclosed insider sales for Wlos to date limits near-term selling pressure; monitor future Form 4 filings for any equity transactions as grants vest.
- Execution: Early guidance on NIM and disciplined deployment of acquired deposits suggests cautious margin management; continued scrutiny of loan pricing competitiveness and balance sheet reallocation under her stewardship is warranted.