Michele Sullivan
COMMUNITY FINANCIAL SYSTEMAbout Michele P. Sullivan
Independent director of Community Financial System, Inc. (NYSE: CBU), age 62, appointed in 2024 with one year of board tenure. Retired partner at Crowe LLP with 31 years advising financial institutions on risk, compliance, internal audit, technology, M&A integration, and governance; credentials include CPA, CRMA, and NACD Directorship Certification. Determined by the Board to be an “audit committee financial expert.” Current committee assignments: Audit, Risk, and Trust .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Crowe LLP | Partner (consulting to banks, insurance, fintech) | 1992–Mar 31, 2023 | Led projects in risk, compliance, internal audit, technology, strategic acquisitions, merger integration, governance; CPA and CRMA; recognized audit committee financial expert |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Association of Corporate Directors | Directorship Certification | Current | Certification; supports board governance proficiency |
| — | — | — | No other public company board roles disclosed |
Board Governance
- Independence: Board determined Sullivan is independent under NYSE standards; 11 of 12 nominees independent .
- Attendance: Each director attended at least 75% of aggregate Board and committee meetings in FY2024; Board held nine regular meetings .
- Engagement: Serves on Audit, Risk (entire Board), and Trust Committees; Audit Committee deemed fully independent with multiple “financial experts” .
- Chair roles: Not a committee chair; Audit Chair is Kerrie D. MacPherson; Trust Chair is John Parente; Risk Chair is Raymond C. Pecor III .
- Executive sessions: Independent directors hold regular executive sessions .
| Committee | 2024 Meetings | Composition | Sullivan Membership |
|---|---|---|---|
| Audit | 7 regular; 3 special | Independent; multiple audit committee financial experts | Member |
| Risk | 5 | Entire Board; oversees ERM and cybersecurity | Member (entire Board) |
| Trust | 4 | Oversight of fiduciary/investment compliance | Member |
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 70,625 | Prorated first-year service (appointed Feb 2024) |
- Director fee structure as of July 1, 2024: Board member retainer $65,000; Audit Committee member $10,000; Trust Committee member $5,000; Risk Committee member retainer none; Chair retainers higher. Committee retainers unchanged; base annual and equity grant levels increased (see next section) .
Performance Compensation
| Grant Type | Grant Date | Grant Value ($) | Vesting/Deferral | Terms |
|---|---|---|---|---|
| Deferred Stock Units (Directors) | Mar 19, 2024 | 61,800 | Vested at grant; receipt deferred ≥1 year (up to 10 years) | Value tracks CBU stock; paid in shares on deferred date |
- Changes approved in 2024: Annual equity grant increased by $7,615 starting with March 2025 grant; base annual cash retainer increased by $5,000 effective July 1, 2024 .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| — | — | No other public company directorships disclosed; no interlocks or auditor conflicts disclosed (company auditor PwC) |
Expertise & Qualifications
| Qualification | Details |
|---|---|
| Financial oversight | Audit committee financial expert designation; deep accounting, financial reporting, internal audit, regulatory experience |
| Risk & compliance | CRMA; risk governance consulting across U.S./global banks and mid-market insurers; Risk Committee member |
| Governance | NACD Directorship Certification; trust and fiduciary oversight via Trust Committee |
| M&A/Integration | Strategic acquisitions and merger integration advisory experience |
| Technology & controls | Consulting on technology and compliance controls in financial services |
Equity Ownership
| As of | Direct Shares | Deferred Stock Units | Deferred Fee Share-Equivalent Units | Ownership % |
|---|---|---|---|---|
| Mar 24, 2025 | 100 | 2,655 | 1,715 | * (<0.25%) |
- Stock ownership guidelines: Directors must own shares/units equal to ≥5x annual base board retainer within six years; all directors are in compliance or exceed requirements .
- Hedging/pledging: Prohibited for directors absent prior written consent; short sales and derivatives prohibited .
Governance Assessment
- Board effectiveness signal: Independent status, audit committee financial expert designation, and service on Audit/Risk/Trust align with robust oversight, particularly in ERM and fiduciary compliance .
- Alignment & incentives: Mix of cash fees and equity (deferred stock units) ties compensation to long-term shareholder value; directors may also defer cash fees into share-equivalent units (Sullivan holds 1,715 units as of Mar 24, 2025) .
- Attendance & engagement: Board and committee attendance thresholds met; all directors attended the 2024 annual meeting, indicating engagement .
- Conflicts/related-party: No related-party transactions disclosed for Sullivan; auditor ratification is PwC (no Crowe engagement), mitigating potential conflicts .
- Shareholder signals: 2024 say-on-pay support of 93.15% reflects strong investor alignment with compensation governance (context for overall governance quality) .
RED FLAGS: None disclosed specific to Sullivan. No pledging/hedging; independent; audit financial expert; no related-party transactions noted. Direct share ownership is modest, but compliance with director ownership guidelines and holdings of deferred units support alignment .