Bruce W. Harting
About Bruce W. Harting
Bruce W. Harting, 67, is an independent director of Financial Institutions, Inc. (FISI) since 2022; he is nominated for a new term expiring at the 2028 annual meeting. He serves on the Audit Committee and the Risk Oversight Committee, bringing deep sell-side and investment banking expertise; the Board’s skills matrix identifies him as a “Financial Expert” with Financial Services and M&A experience. All Audit Committee members are deemed independent, and Mr. Harting met director stock ownership requirements in 2024; all directors attended more than 75% of Board and committee meetings and attended the annual meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedbush Securities | Managing Director | 2023–present | Capital markets leadership; sector expertise |
| Rockefeller Capital Management | Team Chief Investment Officer; Private Wealth Advisor | 2022 | Investment strategy and wealth advisory |
| Deutsche Bank | Managing Director, Investment Banking | 2017–2022 | Corporate finance and transactions |
| Credit Suisse | Managing Director, Investment Banking | 2015–2017 | Corporate finance and transactions |
| Barclays Capital | Managing Director, Investment Banking | 2012–2015 | Corporate finance and transactions |
| Barclays Capital / Lehman Brothers | Managing Director, Equity Research | 1996–2012 | Sector coverage; research leadership |
| Salomon Brothers | Senior Analyst, Equity Research | 1988–1996 | Equity research |
| Education | American University; M.A., University of Pennsylvania | — | Academic credentials |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wedbush Securities | Managing Director | 2023–present | Current external employment (financial services) |
| Brooklyn Youth Choir | Past Nonprofit Board | — | Community involvement |
Board Governance
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Member | 11 | All members independent; R. Glaser designated Audit Committee financial expert |
| Risk Oversight | Member | 5 | Quarterly oversight of ERM, capital, liquidity, cybersecurity and compliance |
| Board | Director | 12 | All directors attended >75% of Board and committee meetings; all attended annual meeting |
- Independence: Mr. Harting is listed as “Independent”; Audit Committee members affirmed independent under SEC/Nasdaq standards.
- Skills and Qualifications: Skills matrix shows Financial Expert, Financial Services Industry, Public Board experience, Risk Oversight, and M&A for Harting.
- Related-Party Oversight: Audit Committee reviews related-party transactions; none >$120,000 in 2024 beyond ordinary-course insider loans on market terms.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| FII Annual Cash Retainer (Other Directors) | 37,000 | 2024 schedule |
| Five Star Bank Annual Cash Retainer (Other Directors) | 18,000 | 2024 schedule |
| Total Cash Fees Earned (2024) | 55,000 | Per director compensation table |
YoY cash/equity mix:
- 2023: Cash $50,000; Stock awards $29,984; Total $79,984.
- 2024: Cash $55,000; Stock awards $34,997; Total $89,997.
- Equity mix 2024 ≈ 34,997 / 89,997 ≈ 38.9% (vs. ~37.5% in 2023), reflecting incremental increase in both cash retainer and equity grant size.
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | 50,000 | 29,984 | 79,984 |
| 2024 | 55,000 | 34,997 | 89,997 |
Notes:
- No meeting fees disclosed; chair/committee chair premiums apply to chairs only (Harting not a chair).
- Board Chair receives a car allowance ($750/month) and one-time premiums can be approved; not applicable to Harting in 2024.
Performance Compensation
| Award Type | Grant Date | Shares | Grant-Date Fair Value ($) | Vesting | Dividends | Notes |
|---|---|---|---|---|---|---|
| Restricted Stock (Directors) | June 5, 2024 | 2,001 | 35,000 | 50% immediate; 50% vests day prior to 2025 Annual Meeting, service-based | No dividends on unvested shares | Applies to each director in 2024 |
| Unvested Restricted Stock (as of 12/31/2024) | — | 1,000 | — | — | — | Each director held 1,000 unvested shares; no stock options outstanding |
- Plan governance: Second Amended & Restated 2015 LTIP proposes minimum one-year vesting (limited exceptions), no repricing without shareholder approval, director annual cap $300,000 (incumbent) / $500,000 (Chair/new director).
Other Directorships & Interlocks
| Company | Type | Role | Current? |
|---|---|---|---|
| — | Public company board | None disclosed | — |
| Brooklyn Youth Choir | Nonprofit | Board (Past) | Past |
- Interlocks/conflicts: No public company directorships disclosed; monitor any FISI engagements with firms where Harting has held senior roles (e.g., Wedbush) though no related-party transactions >$120,000 were reported in 2024.
Expertise & Qualifications
| Skill | Evidence |
|---|---|
| Financial Expert | Skills matrix “ü”; decades in equity research and investment banking |
| Financial Services Industry | Skills matrix “ü”; career at Salomon, Lehman/Barclays, Credit Suisse, Deutsche, Wedbush |
| Risk Oversight | Skills matrix “ü”; member of Risk Oversight Committee |
| Mergers & Acquisitions | Skills matrix “ü”; IB leadership roles |
| Public Board Experience | Skills matrix “ü” (matrix category); current role is at FISI |
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire within 60 Days | % of Class |
|---|---|---|---|
| Bruce W. Harting | 4,778 | — | <1% (based on 20,109,712 common shares outstanding) |
- Stock Ownership Requirements: Non-employee directors must hold 3x annual cash retainer; all directors met requirements in 2024.
- Hedging/Pledging: Prohibited from pledging, trading derivatives, or hedging Company stock under Insider Trading Policy.
- Section 16(a): All required filings for officers/directors were timely for 2024.
- Options: No director held stock options as of December 31, 2024.
Governance Assessment
- Board effectiveness: Independent director with Audit and Risk Oversight committee service; Audit Committee independence affirmed; robust ERM oversight cadence (Audit met 11 times; Risk met 5). This supports credible financial and risk oversight.
- Alignment and incentives: Meaningful equity component via annual restricted stock grant (time-based, double-tranche vesting), rising grant value year-over-year; directors required to hold 3x cash retainer and were in compliance in 2024.
- Engagement: Attendance thresholds met (>75% meetings; annual meeting attended).
- Conflicts/related-party exposure: No related-party transactions >$120,000 in 2024; insider loans conducted on market terms with normal risk; hedging/pledging banned. Continued monitoring warranted for any business with current employer (Wedbush).
- Pay governance signals: LTIP amendments add director award caps and minimum vesting; no options outstanding for directors—reduces repricing risk.
- Shareholder sentiment: 2024 Say-on-Pay received 9,833,475 FOR vs. 1,274,484 AGAINST (100,039 ABSTAIN; 2,531,289 broker non-votes), indicating solid support for compensation governance.