Maureen Gillan-Myer
Executive Vice President and Chief Administration and Human Resources Officer at 
COMMUNITY FINANCIAL SYSTEM
COMMUNITY FINANCIAL SYSTEMExecutive
About Maureen Gillan-Myer
Maureen Gillan-Myer, age 57, is Executive Vice President and Chief Administration and Human Resources Officer of Community Financial System, Inc. (NYSE: CBU), appointed October 1, 2024; she joined CBU as EVP and Chief Human Resources Officer on October 1, 2021, following senior HR leadership roles at HSBC US from 2009–2021 . Company performance in 2024 included record total revenues of $746.3M (+14.4% YoY), operating revenues of $745.6M (+5.9% YoY), net income of $182.5M (+38.3% YoY), GAAP EPS of $3.44 (+40.4% YoY), and operating PPNR of $273.6M (+6.7% YoY); CBU delivered a 2024 TSR of $122.64 vs $120.57 for NASDAQ Bank Index . Shareholders supported pay practices strongly, with a 93.15% say‑on‑pay approval in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Community Financial System, Inc. (CBU) | EVP & Chief Administration and Human Resources Officer | Oct 2024–present | Enterprise administration and human capital leadership; oversight of HR programs aligned to strategic priorities . |
| Community Financial System, Inc. (CBU) | EVP & Chief Human Resources Officer | Oct 2021–Sep 2024 | Built HR infrastructure and talent programs during period of record multi-segment revenue growth . |
| HSBC US | Chief Human Resources Officer | Feb 2016–Sep 2021 | Led HR strategy and execution for U.S. operations; C‑suite HR governance . |
| HSBC US | SVP – Talent Acquisition & HR Business Partner | May 2009–Feb 2016 | Scaled talent acquisition and HRBP capabilities for business growth . |
External Roles
No public company directorships or external board roles disclosed for Ms. Gillan‑Myer .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary (paid) | $386,250 | $398,996 | $414,205 |
| Base Salary Rate (year-end policy) | n/d | $398,996 | $425,000 (raised Oct 1, 2024 on expanded CAO responsibilities) |
| Current Base Salary (effective Jan 1 of following year) | n/d | n/d | $433,500 (effective Jan 1, 2025) |
| Target Bonus % (MIP) | 50% | 50% | 50%; increased to 65% for 2025 |
| Actual Bonus Paid (MIP) | $164,586 | $128,427 | $249,263 (57.5% of applicable base) |
| All Other Compensation | $42,121 | $49,385 | $44,969 |
Performance Compensation
| Component | Metric | Weight | Target | Actual | Weighted Attainment | Payout / Vesting |
|---|---|---|---|---|---|---|
| Annual Cash Incentive (MIP) | Total Weighted Attainment | — | 100% | 122.5% | 122.5% | Adjusted payout 100–115% of target per Committee; Ms. Gillan‑Myer at 115% adjusted weighting → 57.5% of applicable base; paid $249,263 |
| MIP Goal – Bank Operating PPNR growth | PPNR YoY % | 25% | 3% | 5.6% | 25% | At target |
| MIP Goal – Financial Services Operating PPNR growth | PPNR YoY % | 15% | 4% | 9.9% | 22.5% | At maximum |
| MIP Goal – Core ROA vs KRX | Percentile rank | 10% | 50th–75th | 67th percentile | 10% | At target |
| MIP Goal – CET1 | CET1 % | 10% | 12.0% | 14.24% | 15% | At maximum |
| MIP Goal – Net Charge-Off Ratio | % of avg loans | 10% | 0.25% | 0.10% | 15% | At maximum |
| MIP Goal – Liquidity | L/D < peer, uninsured deposit coverage >175% | 10% | 2 objectives | Achieved both (77.6% L/D; 246% coverage) | 15% | At maximum |
| Strategic Priorities (3 of 4 met) | Data efficiency, Business mix ≥38% op. noninterest, Branch openings; Human capital partial | 20% | 3 objectives | Met 3 of 4; noninterest revenues 39.8% ; human capital partial | 20% | At target |
Long-Term Equity (2024 annual grant mix):
- Performance-based restricted stock (PSUs): 50% of target equity; 3-year cliff vesting; measures 3-year TSR rank vs KRX and 3-year average Core ROATCE rank vs KRX; payout range 0–200% (cap at 100% if TSR negative) .
- Stock options: 25% of target equity; 5-year pro-rata vesting; 10-year term; value only if stock appreciates .
- Time-based restricted stock: 25% of target equity; 3-year pro-rata vesting .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 12,626 shares; “Percentage of Class” less than 0.25% . |
| Shares in 401(k) | 2,795 shares held via Company’s 401(k) Plan . |
| Options exercisable (within 60 days of 3/24/2025) | 4,281 shares . |
| Outstanding equity (12/31/2024) | Unvested time‑based RS: 2,380 shares ($146,798); unearned PSUs (max potential): 12,838 shares ($791,848) . |
| 2024 grants (3/19/2024) | Options: 4,987 @ $44.27 ($61,440 fair value); RS: 1,391 ($61,580 fair value); PSUs: threshold 1,447 / target 2,783 / max 5,566 ($118,667 fair value) . |
| Option exercises/stock vested in 2024 | Option exercises: 0; RS vested: 1,095 shares ($55,848) . |
| Stock ownership guidelines (executives) | CEO 4x salary; CFO/EVPs 2x salary; retain 75% of net shares until met; all senior executives are in compliance . |
| Hedging/pledging | Hedging and short sales prohibited; pledging prohibited without prior written consent . |
| Clawbacks | SEC/NYSE compliant recoupment for restatements + discretionary clawback for misconduct or violations causing harm . |
Employment Terms
| Scenario (as of Dec 31, 2024) | Expected Post-Termination Payments | Continuation of Medical/Welfare Benefits (PV) | Acceleration of Equity Awards | Total Termination Benefits |
|---|---|---|---|---|
| Death | $320,301 | $0 | $505,956 | $826,257 |
| Disability | $423,853 | $0 | $505,956 | $929,809 |
| Retirement (good standing) | $0 | $0 | $505,956 | $505,956 |
| Involuntary termination without cause | $949,606 | $0 | $505,956 | $1,455,562 |
| Involuntary or good reason termination after Change-in-Control (double trigger) | $1,627,896 | $65,130 | $1,084,588 | $2,777,614 |
Severance framework: As an Executive Severance Plan participant, Ms. Gillan‑Myer’s severance multiple is 1.75x for qualifying termination and 3x for change‑in‑control; includes immediate vesting of RS, options, and pro‑rata PSUs based on actual performance or target if unmeasurable; no excise tax gross‑ups .
Compensation Structure Analysis
- Equity mix and at-risk pay: 75% of equity awards are performance-linked (PSUs and options), aligning pay with TSR and Core ROATCE vs KRX peers .
- MIP design emphasizes above‑average returns with below‑average risk: diversified goals across PPNR growth, capital, credit quality, liquidity, and strategy execution; 2024 attainment at 122.5% of target, with capped payouts and Committee discretion applied to 100–115% .
- Governance safeguards: prohibition on repricing options, clawbacks, no tax gross‑ups, preset grant timing to avoid information timing arbitrage .
Investment Implications
- Alignment and retention: High alignment via robust ownership guidelines (EVP 2x salary, compliance achieved) and performance‑weighted equity; double‑trigger CIC severance at 3x indicates competitive retention economics without tax gross‑ups .
- Selling pressure: No option exercises in 2024 and modest RS vesting (1,095 shares); multi-year vesting suggests predictable supply with limited near‑term selling pressure absent discretionary sales; hedging/pledging restrictions mitigate adverse alignment signals .
- Performance levers: PSU outcomes hinge on 3‑year TSR and Core ROATCE vs KRX; with company delivering strong 2024 operational metrics and TSR beating selected indices, equity payouts could be favorable if sustained; note PSU cap at 100% if TSR is negative .
- Risk controls: Strong CET1 (14.24%), low net charge‑offs (0.10%), and liquidity coverage (246%) reinforce the “above‑average returns with below‑average risk” thesis embedded in incentive design—supportive for long‑only investors; governance (93.15% say‑on‑pay support) reduces policy overhang .