Blake G. Jones
About Blake G. Jones
Blake G. Jones is Senior Vice President and Chief Marketing Officer (CMO) of Five Star Bank (a subsidiary of Financial Institutions, Inc.) since July 2023; she joined the Executive Management Committee (EMC) and was elevated to the executive leadership team in December 2023 with an expanded span of control that includes enterprise sales . She previously spent 11 years at Arrow Financial Corporation, most recently as Senior Vice President, Marketing Director; earlier in her career she was a journalist and editor with publications in New York, Hawaii and California, and holds a B.A. in Mass Communications from Washington & Lee University . Age disclosures list her as 42 as of April 10, 2024 and 44 as of April 2, 2025 . Company incentive design emphasizes pay-for-performance with RSUs/PSUs and clawbacks; PSU metrics focus on ROAA and relative ROAE over multi‑year periods, aligning leadership incentives with profitability and return metrics common to banks .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Arrow Financial Corporation | Senior Vice President, Marketing Director (roles of increasing responsibility over an 11-year tenure) | 11 years (not individually dated) | Led marketing for a publicly traded regional bank; experience positioned her to align brand strategy and enterprise sales at FISI . |
| Various news publications (NY, HI, CA) | Journalist, Editor | Not disclosed | Communications, editorial and storytelling skills foundational to brand and marketing leadership . |
External Roles
No public company directorships or committee roles disclosed for Ms. Jones in FISI proxies; prior external roles were in journalism as noted above .
Fixed Compensation
FISI’s executive compensation program for senior leaders centers on a mix of salary, annual cash incentive (EIP), and long‑term equity (RSUs/PSUs), governed by pay‑for‑performance philosophy, clawbacks, no hedging/pledging, and robust stock ownership requirements . While Ms. Jones is an EMC member, the proxy only discloses detailed compensation for Named Executive Officers (NEOs); her individual base salary and bonus are not itemized in the DEF 14A . Equity award types and vesting mechanics are summarized below as they apply company‑wide.
Performance Compensation
FISI grants annual RSUs (time-based) and PSUs (performance-based). PSUs use bank‑relevant metrics over multi‑year periods with gateway capital requirements. For 2024 NEO grants (illustrative of plan design), grant sizing as a % of base salary is shown below.
- Performance metrics and gateways (plan design):
- Gateway: Tier 1 Capital Ratio (set at 8.5% for 2021 example; actual 10.68% at 12/31/2021), plus satisfactory individual rating .
- PSU metrics: 3‑year relative ROAE percentile vs. peer index and 3‑year average absolute ROAA, with threshold/target/max levels .
- Annual grants typically occur in March; equity awards use double‑trigger vesting on CIC under the LTIP if terminated without cause/for good reason within two years post‑CIC .
| Metric | Weighting/Design | Threshold | Target | Maximum | Vesting/Measurement |
|---|---|---|---|---|---|
| 3‑Year Relative ROAE Ranking (vs. SNL Small Cap U.S. Bank & Thrift Index) | 50% of PSU | 30th percentile | 50th percentile | 80th percentile | 3‑year performance period; vest on 3rd anniversary subject to gateway and continued employment . |
| 3‑Year Average ROAA | 50% of PSU | 0.950% | 0.970% | 1.009% | 3‑year performance period; vest on 3rd anniversary subject to gateway and continued employment . |
| 2024 Long-Term Incentive Sizing (NEOs) | RSUs (% of base) | PSUs Threshold (% of base) | PSUs Target (% of base) | PSUs Max (% of base) |
|---|---|---|---|---|
| Martin K. Birmingham (CEO) | 30.00% | 15.00% | 30.00% | 45.00% |
| W. Jack Plants II (CFO) | 20.00% | 10.00% | 20.00% | 30.00% |
| Kevin B. Quinn (CCBO) | 20.00% | 10.00% | 20.00% | 30.00% |
| Samuel J. Burruano, Jr. (CLO) | 20.00% | 10.00% | 20.00% | 30.00% |
| Laurie R. Collins (CHRO) | 20.00% | 10.00% | 20.00% | 30.00% |
| 2024 PSU Grant Fair Value (illustrative for plan design) | Probable/Target ($) | Maximum ($) |
|---|---|---|
| CEO | 181,062 | 271,593 |
| CFO | 59,055 | 88,582 |
| CCBO | 52,039 | 78,059 |
| CLO | 48,485 | 72,727 |
| CHRO | 44,962 | 67,442 |
Note: Ms. Jones’ individual EIP goals, grant sizes, and payouts are not separately disclosed; tables above evidence the company’s incentive structure and metrics .
Equity Ownership & Alignment
| Policy/Practice | Detail/Requirement | Implication |
|---|---|---|
| Stock ownership guidelines (EMC) | Other EMC members: 1x annual base salary; EVPs 1.5x; CEO 3x; 5‑year attainment window; must retain at least 75% of shares issued until compliant . | Reinforces “skin in the game” for EMC, including Ms. Jones. |
| Compliance status | In 2024, all directors and EMC members met the Stock Requirements . | Indicates broad alignment; individual holdings for Ms. Jones not itemized. |
| Pledging/Hedging | Not permitted; holding in margin accounts prohibited . | Reduces misalignment and forced‑sale risk. |
| Clawback | Clawback policy applies to incentive‑based compensation; awards subject to recovery . | Discourages excessive risk‑taking; supports accountability. |
| Dividends on unvested awards | No dividends/dividend equivalents paid on unvested awards . | Aligns realized pay with vesting outcomes. |
| Award timing | Company does not time equity awards around MNPI; avoids option grants during blackout; restrictions do not apply to RSUs (no exercise price) . | Lowers perceived grant‑timing risk; RSUs remain standard. |
Employment Terms
- Appointment and role: Named SVP, CMO in July 2023; added to executive leadership team Dec 2023 with enterprise sales in scope; member of EMC as of April 2, 2025 .
- Change-in-control (CIC) agreements: 2025 proxy lists CIC agreements for CEO, CFO, CCBO (Quinn), CLO (Burruano), and CHRO (Collins); Ms. Jones is not listed among executives with these agreements .
- LTIP CIC protection: Under the Second Amended & Restated 2015 LTIP, awards are double‑trigger—if terminated without cause/for good reason within two years post‑CIC, unvested awards vest; otherwise no automatic acceleration on CIC .
- Non‑compete/Non‑solicit: CIC agreements include confidentiality, non‑solicit and non‑compete provisions during the agreement term and for a post‑termination period; these terms are expressly disclosed for covered executives, not Ms. Jones .
Vesting Schedules and Potential Selling Pressure
| Award Type | Vesting/Measurement | Notes |
|---|---|---|
| RSUs | Vest on the 3rd anniversary of the grant date, subject to continued employment . | Annual grant cycle typically in March; cliff vesting can create lump‑sum delivery events three years post‑grant . |
| PSUs | Earned over a 3‑year performance period based on relative ROAE percentile and average ROAA; vest on 3rd anniversary if gateway criteria met and continued employment . | Payouts interpolate between thresholds; plan‑level double‑trigger treatment on CIC . |
Individual Form 4 trading activity for Ms. Jones is not disclosed in the proxy; no pledging or hedging is permitted, reducing structural selling pressure outside normal vest/withholding events .
Track Record, Value Creation, and Execution Risk
- Scope expansion and integration: Ms. Jones’ remit was broadened to include enterprise sales, aligning marketing, brand strategy, and sales execution to support growth and customer engagement initiatives in a streamlined operating model announced Dec 2023 .
- Organizational performance context: The December 2023 restructuring targeted approximately $6 million in annual noninterest expense removal, signaling a focus on efficiency; marketing and enterprise sales alignment is positioned to support revenue initiatives within that framework .
Investment Implications
- Alignment: Strong governance guardrails—no pledging/hedging, clawbacks, and ownership guidelines—combined with PSU metrics tied to ROAA and relative ROAE support shareholder alignment for senior leaders, including Ms. Jones as an EMC member .
- Retention risk: Three‑year cliff vesting on RSUs/PSUs is a meaningful retention lever; Ms. Jones is not shown as party to an individual CIC agreement (unlike certain NEOs), though plan‑level double‑trigger protections apply to awards, suggesting moderate retention risk balanced by equity vesting incentives .
- Trading signals: Executive equity grants typically occur in March; three‑year vesting may create delivery/withholding events around March in future years. The company avoids grant timing around MNPI and blackout windows (for options), reducing opportunistic timing risk, while RSUs remain unaffected by option‑specific blackout policies .
- Execution watch‑items: With marketing integrated to enterprise sales under Ms. Jones, monitor subsequent disclosures for quantifiable impacts on deposit growth, fee income, customer acquisition costs, and digital engagement KPIs to assess value creation from the 2023 realignment .
Data availability caveat: Ms. Jones is not a Named Executive Officer; therefore, individual salary, bonus, equity grant quantities, and personal share ownership are not itemized in the DEF 14A. Analysis relies on company‑wide program design and disclosed executive policies and roles .