Angela J. Panzarella
About Angela J. Panzarella
Angela J. Panzarella (age 67) is an independent director of Financial Institutions, Inc. (FISI), appointed on January 2, 2025 with a current term nominated to expire at the 2027 annual meeting. She holds a BA from St. John Fisher College and a JD from Albany Law School of Union University; her career spans executive leadership in regulated healthcare, legal practice, and public board service, including roles at Bausch + Lomb, ACM Medical Laboratory, and as CEO of the YWCA of Rochester and Monroe County .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| YWCA of Rochester & Monroe County | Chief Executive Officer | 2018–2020 | Led operations and community programs |
| ACM Medical Laboratory, Inc. | President | 2010–2015 | Oversaw strategy and business operations |
| Independent/Industry Consultant | Consultant | 2008–2010 | Business advisory in healthcare |
| Bausch + Lomb | Corporate VP, Global Vision Care; President, Canada & Latin America | 2002–2008; 2007–2008 | Strategy, commercial ops, investor relations, product mgmt, legal; 20-year tenure starting 1988 |
| Harris Beach PLLC | Associate Attorney | 1982–1988 | Legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Transcat Inc. | Director (Past Public Company Board) | Not disclosed | Past public board service |
| UR Medicine Home Care | Director (Past Nonprofit Board) | Not disclosed | Community health governance |
| United Way of Greater Rochester | Director (Past Nonprofit Board) | Not disclosed | Community/charitable governance |
| St. Ann’s Community | Director (Past Nonprofit Board) | Not disclosed | Senior care governance |
Board Governance
- Independence: The Board affirmatively determined that all directors other than the CEO are independent under SEC/Nasdaq standards; Panzarella is noted as “Independent” in her biography .
- Committee assignments: Audit Committee member; Management Development & Compensation (MD&C) Committee member (added upon appointment in January 2025) .
- Board refresh: Appointed January 2, 2025 as part of ongoing refresh efforts highlighted by the Board .
- Attendance context: In 2024 the Board met 12 times and all directors then in office attended >75% of Board and committee meetings; Panzarella was appointed in 2025 (2024 attendance not applicable) .
- Skills matrix: Recognized for Nonprofit Board experience, Public Board experience, Risk Oversight, and Mergers & Acquisitions expertise .
Fixed Compensation
FISI non‑employee director compensation structure (applies to all directors; Angela is eligible from appointment date):
| Component | FISI Retainer ($) | Five Star Bank Retainer ($) | Notes |
|---|---|---|---|
| Board Chair | 73,500 | 36,500 | Chair receives car allowance |
| Audit Chair | 47,000 | 23,000 | Committee chair fees |
| Risk Oversight Chair | 45,500 | 22,000 | Committee chair fees |
| MD&C Chair | 43,500 | 21,500 | Committee chair fees |
| Governance or Technology & Data Chair | 42,000 | 20,500 | Committee chair fees |
| Other Directors | 37,000 | 18,000 | Standard cash retainers |
| Equity Grant (Restricted Stock) | 35,000 grant-date value | — | 50% vests at grant; 50% vests day prior to next annual meeting; no dividends on unvested shares |
| Election to take retainer in shares | Allowed | — | Directors may elect to receive any portion of retainer in equivalent shares |
Stock ownership guideline for non‑employee directors: 3x annual cash retainer; guideline counts time‑based unvested RSUs, excludes options; all directors met requirements in 2024 (Angela joined in 2025; compliance for her not disclosed) .
Policies enhancing alignment:
- Clawback adopted per SEC/Nasdaq rules; applies to Section 16 officers’ incentive pay in case of restatement; to date, no clawback action required .
- Hedging, pledging, margin accounts prohibited for directors and employees .
Performance Compensation
- No performance‑based equity disclosed for directors; 2024 director equity was time‑vested restricted stock (annual value $35,000; 50/50 immediate/one‑year vest) with no dividends on unvested shares .
- Directors may receive outright shares or RSUs under the LTIP; director awards are subject to minimum one‑year vesting, with provisions for earlier vesting on retirement, death, disability, or change in control as permitted by the plan .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| Transcat Inc. | Public company | Past director | No interlocks with FISI disclosed; none reported by MD&C Committee |
| Various nonprofits (UR Medicine Home Care, United Way of Greater Rochester, St. Ann’s Community) | Nonprofit | Past director | Community engagement; no conflicts disclosed |
MD&C Committee interlocks: None; members are independent; Panzarella joined the MD&C Committee in January 2025 .
Expertise & Qualifications
- Legal and regulatory experience (JD; early career at Harris Beach PLLC), plus executive leadership in a highly regulated healthcare industry .
- Public company board experience (Transcat Inc.) and risk oversight competency per Board’s skills matrix .
- M&A exposure through executive roles and skills matrix designation .
Equity Ownership
| As of Date | Security | Shares Beneficially Owned | Right to Acquire within 60 Days | Percent of Class |
|---|---|---|---|---|
| April 2, 2025 | Common | 1,321 | 0 | <1% |
Notes:
- Group ownership (directors/NEOs) was 483,549 common shares, or 2.40%, based on 20,109,712 shares outstanding; individual director percentages denoted as less than 1% where applicable .
Governance Assessment
- Board effectiveness: Appointment adds legal, risk oversight, and public board expertise to two high‑impact committees (Audit, MD&C), supporting control environment and pay governance during a period of strategic repositioning .
- Independence and refresh: Independent status and recent appointment reinforce board refresh priorities; majority‑independent board, with diverse leadership across committees, including women/minority chairs in 71% of leadership roles .
- Alignment and policies: Strong director ownership guidelines (3x retainer), clawback, and hedging/pledging prohibitions support investor alignment; Angela’s specific compliance status is not disclosed given 2025 appointment .
- Conflicts/related‑party: No related‑party transactions >$120,000 in 2024; insider loans permitted on market terms per policy; no MD&C interlocks; no Section 16 delinquencies reported .
- Risk indicators: No director‑specific legal proceedings, pledging, or hedging disclosed; governance policies include director resignation policy upon majority withheld vote, bolstering accountability .
RED FLAGS: None disclosed specific to Angela J. Panzarella. Key monitoring items for investors: (1) build‑up toward stock ownership guideline post‑appointment; (2) any related‑party dealings or insider loans beyond ordinary course; (3) MD&C decisions on pay design and rigor as she participates on the committee .