Sally Steele
COMMUNITY FINANCIAL SYSTEMAbout Sally Steele
Sally A. Steele, age 69, is an independent director of Community Financial System, Inc. (NYSE: CBU) and has served on the board since 2003 (21 years of tenure). A retired attorney based in Tunkhannock, Pennsylvania, Steele brings deep governance and M&A oversight experience from more than three decades as a director of national banks and bank holding companies; she previously served as CBU’s Board Chair (2017–2021) and Lead Director (Jan 2022–May 2023) . The board’s mandatory retirement age is 70, making her tenure and succession timing relevant for investors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Financial System, Inc. (CBU) | Chair of the Board | Jan 2017–Dec 2021 | Led board oversight through stress testing preparations; significant risk and governance leadership |
| Community Financial System, Inc. (CBU) | Lead Director | Jan 2022–May 2023 | Independent leadership; liaison to independent directors; enhanced governance continuity |
| Community Financial System, Inc. (CBU) | Committee Chair (prior) | Not disclosed | Prior chair of Governance and Executive Committees; service across Audit, Compensation, Risk, Trust |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Private Legal Practice (Tunkhannock, PA) | Attorney (retired) | Not disclosed | Legal practice with businesses in Northern PA; natural gas drilling in Marcellus Shale—regional economic insight |
| BankDirector Conferences | Presenter | Not disclosed | Frequent presenter on board orientation and M&A topics |
| WomenInc. | Recognition | 2019 | Named “Most Influential Corporate Directors” (S&P 1000/Mid-Cap) |
Board Governance
- Independence: Determined independent under NYSE and company standards; 11 of 12 director nominees are independent .
- Committee assignments: Compensation Committee (member), Risk Committee (member), Trust Committee (member) .
- Committee activity levels (2024): Compensation—5 regular, 2 special meetings; Risk—5 meetings; Trust—4 meetings .
- Attendance: Board held nine regular meetings in 2024; each director attended at least 75% of board and committee meetings; all directors attended the 2024 annual meeting .
- Leadership/structure: Independent Chair; regular executive sessions; rotation guidelines for Chair and committee leadership; majority voting standard for uncontested elections .
- Stock ownership guidelines: Directors must hold ≥5x annual base board retainer within six years; all directors are in compliance or exceed requirements .
- Insider trading policy: Prohibits short sales, hedging, derivative transactions; pledging prohibited absent written pre-approval .
Fixed Compensation
| Component | Amount | Effective Date/Notes |
|---|---|---|
| Annual Board Retainer (Member) | $65,000 | Effective July 1, 2024; increased by $5,000 |
| Compensation Committee (Member) | $7,000 | Annual retainer |
| Risk Committee (Member) | None | No member retainer |
| Trust Committee (Member) | $5,000 | Annual retainer |
| Meeting Fees | None | Structure is retainer-based (no per-meeting fees disclosed) |
| Sally Steele – Fees Earned (2024) | $73,875 | Actual cash paid in 2024 |
Performance Compensation
| Element | Grant Date | Type | Grant Value | Units Outstanding | Vesting/Deferral | Notes |
|---|---|---|---|---|---|---|
| Annual Director Equity Grant | Mar 19, 2024 | Deferred Stock Units (DSUs) | $61,800 | 1,419 (as of Dec 31, 2024) | DSUs were granted and vested on Mar 19, 2024; directors must defer receipt ≥1 year; payout in shares at elected date (≤10 years) | Equity aligns director compensation with long-term shareholder interests; grants under 2022 LTIP |
| DSUs (latest disclosed) | As of Mar 24, 2025 | DSUs Outstanding | — | 2,407 (as of Mar 24, 2025) | — | Reflects cumulative DSU accruals outstanding for Steele |
No performance scorecard or PSU metrics apply to non-employee directors; director equity value is linked to CBU stock performance via DSUs .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Other public company boards (current) | None disclosed in Steele’s biography |
| Compensation Committee interlocks | None; no insider participation in 2024 |
Expertise & Qualifications
- Governance and leadership: Former Board Chair and Lead Director; prior chair of Governance and Executive Committees; service on Audit/Compensation/Risk/Trust—strong breadth across bank governance domains .
- Legal/regulatory and M&A: Retired attorney with extensive governance and mergers & acquisitions oversight experience at national banks and bank holding companies .
- Regional economic insights: Experience with businesses and natural gas drilling in Marcellus Shale—relevant to Northern PA/Upstate NY markets .
- External recognition/engagement: WomenInc. “Most Influential Corporate Directors” (2019); frequent presenter at BankDirector conferences .
Equity Ownership
| Metric | As of Dec 31, 2024 | As of Mar 24, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 63,369 (includes 35,262 jointly with husband; 4,585 jointly with brother) | — |
| Options exercisable within 60 days | 20,001 | — |
| Director Deferred Compensation Plan – share equivalent units | 3,406 units | — |
| Deferred Stock Units (equity grants) | 1,419 units | 2,407 units |
| Ownership % of shares outstanding | <0.25% | — |
Directors must retain 75% of shares received from equity awards, net of taxes, until meeting ownership guidelines; all directors are in compliance .
Governance Assessment
- Board effectiveness: Steele’s broad committee experience and prior leadership roles support strong oversight across compensation, risk, trust, and governance. Attendance thresholds were met, and independent board leadership and executive sessions are in place—positive for investor confidence .
- Alignment: DSU grants and ownership guidelines (≥5x retainer) create durable alignment; Steele’s meaningful beneficial ownership, options, and DSU balances reinforce skin-in-the-game .
- Independence and conflicts: No compensation committee interlocks; related-party transaction oversight sits with Audit Committee under a formal policy. No Steele-specific related-party transactions disclosed; hedging/pledging prohibited absent written approval—supportive of governance hygiene .
- Refreshment risk: Mandatory retirement at age 70 and Steele’s 21-year tenure introduce succession timing considerations; however, board has recently added multiple new independent directors and employs rotation guidelines for leadership roles, mitigating entrenchment risks .
- Shareholder signals: Say-on-pay support was strong at 93.15% in 2024, indicating broad shareholder approval of compensation governance (though primarily for executives) .
RED FLAGS: None specific to Steele disclosed. Watch items include tenure approaching mandatory retirement age (70) and ensuring ongoing committee rotation maintains independence and fresh oversight .