Neil Fesette
COMMUNITY FINANCIAL SYSTEMAbout Neil E. Fesette
Independent director since 2010 (age 59), Neil E. Fesette chairs the Executive Committee and serves on the Audit and Compensation Committees at Community Financial System, Inc. (CBU). He is President and CEO of Fesette Realty, LLC and Fesette Property Management in Plattsburgh, NY, bringing deep real estate market expertise in Upstate/Northern New York and governance/human capital succession insights to the Board; each director attended at least 75% of board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fesette Realty, LLC | President & CEO | Not disclosed | Real estate brokerage/investment expertise supports market insight in key CBU regions |
| Fesette Property Management | President & CEO | Not disclosed | Property management/development experience informs Board discussions on market opportunities |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Champlain Valley Physicians Hospital | Director | Not disclosed | Community engagement; healthcare market perspectives |
| North Country Workforce Partnership, Inc. | Director | Not disclosed | Workforce/economic development insights |
Board Governance
- Independence: The Board determined Mr. Fesette is independent under NYSE and company guidelines; 11 of 12 nominees were independent .
- Committee assignments and meeting cadence:
- Executive Committee: Chair; 3 regular meetings in 2024 .
- Audit Committee: Member; 7 regular and 3 special meetings in 2024; all members independent; four financial experts on the committee .
- Compensation Committee: Member; 5 regular and 2 special meetings in 2024; all members independent .
- Risk Committee: Entire Board; 5 meetings in 2024 .
- Attendance: Board held 9 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 .
- Voting support: At the May 21, 2025 annual meeting, Mr. Fesette received 39,587,668 votes “For,” 677,239 “Against,” and 311,265 “Abstain” (5,176,446 broker non-votes), indicating strong shareholder support .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $87,500 |
| Board/Committee Retainer Schedule (effective July 1, 2024) | Board Chair $120,000; Board Member $65,000; Audit Chair $22,500/Member $10,000; Compensation Chair $15,000/Member $7,000; Governance Chair $15,000/Member $7,000; Risk Chair $15,000/Member None; Trust Chair $10,000/Member $5,000; Executive Chair $10,000/Member $5,000 |
| Technology Committee retainer (if designated) | $5,000 (representatives; 2024: Knauss and Singh) |
- Committee interlocks/insider participation: None in 2024 for the Compensation Committee; Meridian Compensation Partners served as independent consultant providing peer benchmarking .
Performance Compensation
| Metric | 2024 |
|---|---|
| Deferred Stock Awards ($) | $61,800 (grant date vested March 19, 2024; ASC 718 fair value) |
| DSUs Outstanding (12/31/2024) | 3,993 units |
| DSUs Outstanding (3/24/2025) | 6,841 units |
| Deferred Comp Plan Units (12/31/2024) | 8,228 share-equivalent units at risk |
| Deferred Comp Plan Units (3/24/2025) | 6,701 share-equivalent units at risk |
| Vesting/Deferral | Directors must defer DSUs at least one year (up to ten years); value tracks CBU stock, paid out in shares at the elected distribution date |
| Equity grant cadence | Annual grants in March; off-cycle grants first business day of Feb/May/Aug/Nov following approval; no grants in blackout absent approvals |
| Changes to director equity grant | Equity grant increased by $7,615 beginning March 2025 (to align with market) |
- Performance metrics: CBU does not disclose performance conditions for director equity; director DSUs are time/deferred-based to align with long-term shareholder interests, not tied to operating metrics (performance metrics apply to executives) .
Other Directorships & Interlocks
| Company | Public Company? | Role | Interlocks/Notes |
|---|---|---|---|
| Champlain Valley Physicians Hospital | No | Director | Community/healthcare; no disclosed interlock with CBU customers/suppliers |
| North Country Workforce Partnership, Inc. | No | Director | Workforce development; no disclosed interlock |
- Compensation Committee interlocks: None in 2024 (no insider participation) .
Expertise & Qualifications
- Real estate market expertise in Northern NY and Capital Region; governance, human capital, and succession planning expertise developed through Board service .
- Contributes to Executive Committee leadership and oversight across audits, compensation, and enterprise risk .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership (shares) | 10,986 |
| Shares Outstanding (as of Mar 24, 2025) | 52,836,642 |
| Ownership % of Outstanding | ~0.021% (10,986 ÷ 52,836,642) |
| DSUs Outstanding (3/24/2025) | 6,841 |
| Deferred Comp Plan Units (3/24/2025) | 6,701 |
| Stock Ownership Guidelines | Directors must hold at least 5× annual base Board retainer within six years; all directors are in compliance |
| Hedging/Pledging Policy | Prohibits short sales/derivatives/hedging; pledging only with prior written consent (applies to Directors) |
Alignment signals: He participates in the Director Deferred Compensation Plan, holding at-risk share-equivalent units tied to CBU stock; DSUs and guideline compliance indicate meaningful alignment with shareholder outcomes .
Governance Assessment
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Strengths
- Independent director with 14 years tenure; chairs Executive Committee and serves on Audit and Compensation—positions central to board effectiveness and oversight .
- Strong shareholder support for re-election in 2025; overall say‑on‑pay support in 2024 was 93.15%, signaling broad investor confidence in compensation governance .
- Director pay mix includes material equity via DSUs; participation in deferred comp plan increases “skin‑in‑the‑game” through at-risk share equivalents tracking CBU stock .
- Robust policies: majority voting, hedging/pledging prohibitions, stock ownership guidelines (all directors in compliance), rotation of chair roles, regular executive sessions, and independent committee composition .
- No Compensation Committee interlocks or insider participation; independent external consultant supports compensation decisions .
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Watch items / potential conflicts
- Real estate leadership in CBU’s markets could create perceived related‑party exposure if transactions occur; however, related‑person transactions are subject to Audit Committee review/approval and must be at market terms, and no transactions involving Mr. Fesette are disclosed .
- Attendance detail is provided only at the “≥75%” threshold; while acceptable, investors often prefer full attendance transparency; CBU reports committee meeting counts but not individual attendance metrics .
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Overall view: Governance posture appears investor‑friendly with strong independence, clear risk controls, and alignment mechanisms; Mr. Fesette’s committee roles and equity participation support board effectiveness and shareholder alignment, with limited conflict signals disclosed .