Ruth G. Turkington
About Ruth G. Turkington
Ruth G. Turkington, age 65, is Executive Vice President and Chief Consumer Banking Officer of The Fidelity Deposit and Discount Bank (FDBC’s bank), having joined on May 30, 2023. She brings 25+ years of financial services experience across multiple regional banks in the Northeast, most recently at Citizens Bank where she oversaw customer experience and deposit product strategies for consumer and small business; at FDBC she leads Consumer Banking, including the branch network, retail services, marketing, and consumer and mortgage lending . Company performance context during 2022–2024 shows volatile TSR and improving net income in 2024, providing the backdrop for incentive decisions and equity grants .
Company performance context (pay vs performance disclosure):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Value of $100 Investment (TSR, cumulative) | -22.68% | 30.31% | 0.54% |
| Net Income ($) | 30,021,579 | 18,209,518 | 20,793,676 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Citizens Bank | Senior Vice President; oversaw customer experience and deposit product strategies for consumer and small business | Prior to 2023 (not dated) | Designed and led customer experience and deposit product strategy |
| Multiple regional banks in the Northeast | Senior roles (25+ years of experience) | Not disclosed | Broad financial services leadership across regional banks |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No external board or other roles are described in Ms. Turkington’s DEF 14A biography section |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary ($) | 149,279 | 279,231 |
| Nonequity Incentive Plan Compensation (cash AIP payout) ($) | 54,000 | 71,126 |
| Stock Awards (grant-date fair value) ($) | 71,060 | 74,714 |
| Option/SSAR Awards ($) | — | — |
| All Other Compensation ($) | 65,394 | 64,723 |
| Total ($) | 339,733 | 489,794 |
| Current Annual Base Salary (as of 12/31/24, implied from 2x severance) ($) | — | 285,000 (2 × salary = $570,000) |
Notes:
- 2024 “All Other Compensation” includes: auto allowance $6,000; 401(k) match/profit-sharing $13,623; life insurance premiums $675; country club dues $6,506; SERP contribution $34,919; (2023 included relocation $59,807) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Design and Outcome
For 2024, executive AIP focused on: Earnings per Share, Deposit Growth, Average KPI score, and a Board Discretion component, each with threshold/target/maximum levels; individual payouts are determined versus these goals .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Earnings per Share (EPS) | Not disclosed | Not disclosed | Not disclosed | Included in total payout | Cash (annual) |
| Deposit Growth | Not disclosed | Not disclosed | Not disclosed | Included in total payout | Cash (annual) |
| Average KPI Score | Not disclosed | Not disclosed | Not disclosed | Included in total payout | Cash (annual) |
| Board Discretion | Not disclosed | Not disclosed | Not disclosed | Included in total payout | Cash (annual) |
- Ms. Turkington’s 2024 AIP payout (Nonequity Incentive Plan Compensation): $71,126 .
- The filing does not disclose metric weightings or target/actual levels by executive .
Long-Term Incentive Plan (LTIP) – 2024 Performance, Granted Feb 2025
LTIP awards for 2024 performance were based on peer metrics: Core Net Income/Shareholders’ Equity, Core EPS, plus a board discretion component; awards were granted as restricted stock in February 2025 with a 3-year vesting schedule .
| Award | Metric Basis | Grant Date | Grant-Date Price | Vesting | Award Value (Ms. Turkington) |
|---|---|---|---|---|---|
| Restricted Stock | Peer metrics: Core Net Income/Shareholders’ Equity, Core EPS, Board discretion | Feb 2025 | $45.09/share | 3-year vesting (mix of 100% cliff and 1/3 per year across the pool) | $74,714 |
- Company-wide 2025 grants for 2024 performance totaled 18,653 restricted shares; at grant, $45.09 per share; most awards vest 100% in 3 years (17,065 sh) and a smaller tranche vests 1/3 per year (1,588 sh) .
- SSARs/options were not awarded in 2024 or 2025 .
Equity Ownership & Alignment
Beneficial Ownership (as of Feb 28, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Footnote |
|---|---|---|---|
| Ruth G. Turkington (EVP & CCB Officer) | 3,291 | <1% | Figure includes 3,291 unvested shares held solely by Ms. Turkington |
- Total shares outstanding used by the table were approximately 5,841,562; percentages are based on common plus exercisable SSARs in the 60‑day window, per the filing methodology .
Outstanding Equity Awards (as of Dec 31, 2024)
| Security Type | Unexercised (Exercisable) | Unexercised (Unexercisable) | Unvested Shares | Market Value ($) |
|---|---|---|---|---|
| Options/SSARs | — | — | — | — |
| Restricted Stock | — | — | 1,575 | 76,860 (at $48.80/sh) |
Vesting schedule (as of 12/31/24):
- 1,000 shares vest 100% on 6/8/2026; 575 shares vest 100% on 2/20/2027 .
Ownership policies:
- Stock ownership guidelines: NEOs are required to hold a number of shares tied to a percentage of salary; ongoing since 2021 through 2025 .
- Hedging/pledging: Employees who own shares outright are permitted to hedge or pledge, subject to the Insider Trading Policy’s timing restrictions—this is less shareholder‑friendly than outright prohibitions .
Section 16 compliance:
- The company noted late Form 4 filings for February 20, 2024 restricted share grants for several insiders including Ms. Turkington .
Employment Terms
| Term / Provision | Details |
|---|---|
| Employment Agreement | Three‑year term with annual automatic extensions unless non‑renewal notice is given; Ms. Turkington’s agreement dated April 20, 2023 . |
| Severance (without cause / good reason / after change in control) | Cash severance equal to 2× current annual base salary; benefits (health, life, disability) continue for 2 years . |
| Non‑compete / Non‑solicit | Included in employment agreement . |
| Clawback | LTIP clawback if performance factor is restated/adjusted within 36 months; misconduct-based forfeiture of entire award upon restatement . |
| SERP (Supplemental Executive Retirement Plan) | Defined contribution SERP entered June 28, 2024; triggering events include normal retirement, disability, change in control, and early termination after the first day of the fourth plan year; forfeiture on certain non‑compete violations . |
| Split‑Dollar Life Insurance | Vests upon earlier of disability, change in control, normal retirement age, or Board‑chosen date; death while employed: beneficiary receives lesser of 3× base salary or net death proceeds; after vesting and termination: lesser of 2× highest base salary or net death proceeds . |
| Policies Filed/Referenced | Employment Agreement, SERP, and Split-Dollar agreements for Ms. Turkington are on file as exhibits . |
Payments upon termination/change in control (as of 12/31/24):
| Scenario | Cash Severance ($) | Equity Acceleration – Restricted Stock ($) | SERP ($) | Life Insurance ($) |
|---|---|---|---|---|
| Good Reason | 570,000 | — | 38,428 | — |
| Change in Control | 570,000 | 76,860 | 38,428 | — |
| Involuntary Without Cause | 570,000 | — | 38,428 | — |
| Death | — | — | — | 855,000 |
Investment Implications
- Pay-for-performance design links cash AIP to EPS, deposit growth, and KPI outcomes, while LTIP is tied to peer-based Core EPS and Core Net Income/Shareholders’ Equity; absence of disclosed weightings/targets limits external calibration, but metrics selection aligns with drivers of bank profitability and franchise value .
- Retention is supported by a standard regional-bank employment agreement (3‑year auto‑renewing term), 2× salary severance, SERP participation (entered 6/28/24), and split‑dollar life benefits; together these indicate moderate retention protections without outsized CIC multiples .
- Near‑term selling pressure from vesting appears limited based on disclosed unvested positions: 1,575 unvested shares at 12/31/24 with vesting in 2026–2027, and 3,291 unvested shares reflected in beneficial ownership at 2/28/25; there are no options/SSARs outstanding for Ms. Turkington .
- Alignment considerations: company maintains stock ownership guidelines and offers an ESPP, but permits hedging/pledging of outright‑owned shares subject to policy—less stringent than outright bans and a potential governance red flag for alignment-sensitive investors .
- Process/compliance watch: the company disclosed late Form 4s for Feb 20, 2024 restricted share grants (including Ms. Turkington), a minor but notable governance/process data point to monitor alongside the company’s clawback policy .