Raymond Pecor III
COMMUNITY FINANCIAL SYSTEMAbout Raymond C. Pecor III
Independent director since 2017; age 56. President of Lake Champlain Transportation Company (Burlington, VT). Chairs the Board’s Risk Committee and serves on the Executive and Governance Committees. Determined independent under NYSE rules; attended at least 75% of Board and applicable committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Lake Champlain Transportation Company | President | Not disclosed | Regional transportation leadership; customer service, crisis response, leadership and risk management experience . |
| Merchants Bank | Director | 2009–May 2017 | Audit, Compensation, Governance Committees; Chair of Loan Committee . |
| Merchants Bancshares, Inc. | Director | 2012–May 2017 | Audit, Compensation, Governance Committees; Chair of Loan Committee . |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Champlain Valley Exposition (non-profit) | Board member | Previously | Community-focused governance; agriculture, education, arts/culture, commerce/entertainment mission . |
Board Governance
- Committee assignments: Risk Committee Chair; member—Executive and Governance Committees .
- Independence: Board determined 11 of 12 nominees independent, including Pecor .
- Attendance: Board held 9 regular meetings in 2024; each director attended ≥75% of Board and committee meetings; all directors attended the May 15, 2024 Annual Meeting .
- Committee activity levels (2024): Risk Committee (5 meetings); Executive Committee (3 regular); Governance Committee (1 regular, 5 special) .
- Prior committee service: Served on Compensation Committee for part of 2024; no interlocks or insider participation disclosed .
| Committee | Role | 2024 Meetings | Scope |
|---|---|---|---|
| Risk | Chair | 5 | Oversees ERM; credit, market, liquidity, information security/cybersecurity, and subsidiary risk profiles . |
| Executive | Member | 3 | Acts for Board between meetings; delegated matters within charter . |
| Governance | Member | 6 (1 regular, 5 special) | Governance policies, director nominations, annual Board evaluation (third-party led in 2024) . |
Fixed Compensation
- Structure change (July 1, 2024): Board member annual cash retainer increased by $5,000; committee retainers unchanged; equity grant increase applies starting March 2025 .
- 2024 director cash compensation (Pecor): Fees earned $87,625 .
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | $87,625 | Reflects Board and committee retainers; schedule effective July 1, 2024 shows Board member $65,000; Risk Chair $15,000; Governance member $7,000; Executive member $5,000, though individual totals may reflect prorations/changes . |
Performance Compensation
- Director equity awards are time/deferred-based (not performance-based). No director-specific performance metrics disclosed; equity paid as deferred stock units under 2022 LTIP .
- 2024 grant: Deferred stock units, grant and vest date March 19, 2024; grant-date fair value $61,800 .
| Grant Date | Award Type | Grant-Date Fair Value ($) | Units Outstanding (12/31/2024) | Units Outstanding (3/24/2025) |
|---|---|---|---|---|
| Mar 19, 2024 | Deferred Stock Units | $61,800 | 5,705 | 6,950 . |
Directors must defer receipt at least one year; units track CBU stock value and settle in shares at a chosen date up to 10 years post-grant . Directors may also defer cash fees into stock-equivalent units via the Director Deferred Compensation Plan .
Other Directorships & Interlocks
- Current public company boards: None disclosed for Pecor .
- Prior public boards: Merchants Bancshares, Inc. and Merchants Bank (director roles and committee leadership noted above) .
- Compensation Committee interlocks: None in 2024 .
Expertise & Qualifications
- Financial services board experience; commercial lending and project finance expertise; crisis response, leadership, and risk management. Vermont market knowledge and transportation/telecom industry familiarity. Serves as Risk Committee Chair, aligning with risk oversight credentials .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (shares) | 21,193 | <0.25% of class; includes standard beneficial forms; table percent star indicates <0.25% . |
| Options exercisable ≤60 days | 1,194 | Included within beneficial ownership computation rules . |
| Deferred stock units (director equity grants) | 6,950 | Outstanding as of Mar 24, 2025 . |
| Deferred compensation plan units (cash fees converted) | 18,280 | At-risk share-equivalent units as of Mar 24, 2025; includes 9,688 units from legacy Merchants deferred fees converted at merger . |
| Shares held in trust (disclaimed) | 10,399 | Held as trustee for niece/nephew; beneficial ownership disclaimed . |
Stock ownership guidelines: Directors must hold ≥5× annual base Board retainer within six years; all directors are in compliance or exceed requirements. Hedging, short sales, and derivative transactions are prohibited; pledging requires prior written consent .
Governance Assessment
- Strengths: Independent status; Risk Committee Chair overseeing full-board risk framework; strong attendance; robust director ownership via deferred units; compliance with 5× ownership guideline; prohibitions on hedging/pledging; no related-party transactions involving Pecor above $120,000 disclosed .
- Compensation alignment: Director pay mix combines cash retainer and equity via deferred stock units (time/deferred-based), reinforcing alignment without performance gaming risk. Market-linked updates in 2024 increased cash retainer and future equity grant modestly to align with peers .
- Shareholder signals: 2024 say‑on‑pay approval at 93.15% indicates broad investor support for compensation governance practices, though primarily focused on executives rather than directors .
- Potential conflicts and red flags: None disclosed—no related-party transactions with Pecor; loans to insiders permitted only on market terms; no committee interlocks; hedging/pledging prohibited. RED FLAGS: None observed in filings for Pecor (no pledging, no RPTs, no low attendance) .
Overall: Pecor’s risk oversight leadership, prior banking board experience, and meaningful stock-aligned deferrals support board effectiveness and investor confidence; absence of RPTs and policy prohibitions reduce conflict/hedging risk .