Dawn H. Burlew
About Dawn H. Burlew
Independent director of Financial Institutions, Inc. since 2017 (age 61), serving as Chair of the Technology & Data Committee and member of the Management Development & Compensation (MD&C) and Risk Oversight Committees; background includes President of Watkins Glen International (since Jan 2024), prior 20-year leadership at Corning Incorporated in government affairs and business development, and elected Town of Erin Supervisor (since 2014); education from Cazenovia College and Keuka College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Watkins Glen International | President | Jan 2024–present | Operational leadership of motorsports venue |
| Corning Incorporated | Director, Government Affairs & Business Development; prior corporate real estate and management roles | 2008–2024 (Gov’t affairs); 1984–2008 (prior roles) | Public policy, business development, portfolio management |
| Town of Erin | Supervisor (elected) | 2014–present | Municipal leadership and governance |
External Roles
| Organization | Role | Status |
|---|---|---|
| Bethany Village | Chair | Current |
| Chemung County Chamber of Commerce | Vice Chair | Current |
| Guthrie Corning Hospital | Vice Chair | Current |
| Incubator Works | Director | Current |
| International Motor Racing Research Center | Director | Current |
| Southern Tier Economic Growth | Director | Current |
| Business Council of New York State | Vice Chair | Past |
| Chemung County IDA & Property Development Corp. | Vice Chair | Past |
| Corning Community College affiliates | Director | Past |
| HANYS; Southern Tier planning bodies; Three Rivers Development | Director/vice chair | Past |
Board Governance
- Independence: Board determined all directors except the CEO are independent; all committees comprise independent directors .
- Committee assignments (2024 meetings): Technology & Data (Chair, 4 meetings), MD&C (member, 7 meetings), Risk Oversight (member, 5 meetings) .
- Board engagement: Board met 12 times in 2024; all directors attended >75% of Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Committees meet outside CEO presence as appropriate; CEO attends and is excused as necessary .
- Lead roles: Board Chair is Susan R. Holliday (independent) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $62,500 | Aggregate cash retainer and committee compensation |
| Stock Awards (2024) | $34,997 | 2,001 restricted shares grant-date fair value under 2015 LTIP |
| Other Compensation (2024) | — | None |
| Total (2024) | $97,497 | 2024 director compensation total |
Director fee schedule reference (FII/Bank): Other Directors $37,000/$18,000; Committee Chairs (Tech & Data, Governance) $42,000/$20,500; MD&C Chair $43,500/$21,500; Risk Chair $45,500/$22,000; Audit Chair $47,000/$23,000; Board Chair $73,500/$36,500 .
Performance Compensation
| Equity Grant | Grant Date | Shares/Value | Vesting | Dividends |
|---|---|---|---|---|
| Annual Director Restricted Stock | June 5, 2024 | 2,001 shares; $35,000 value | 50% vests at grant; 50% vests day prior to 2025 Annual Meeting, continuous service required | No dividends on unvested shares; forfeit if service ends before vest |
No performance-based (PSU/option) elements for non-employee directors disclosed; stock options not held by any director as of Dec 31, 2024 .
Other Directorships & Interlocks
- Public company boards: None disclosed beyond FISI .
- MD&C Interlocks: None; Burlew served on MD&C in 2024 (member; Dorn Chair), and no interlocks or insider participation reported .
Expertise & Qualifications
- Skills matrix flags: Financial services industry experience; nonprofit board experience; risk oversight; mergers & acquisitions (not designated “financial expert”; no “public board” flag) .
- Technology oversight: Serves as Chair of Technology & Data Committee overseeing technology strategy, data governance, and information security reporting by CIO/CISO .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (Common) | 18,281 shares | As of April 2, 2025; <1% of class |
| Ownership % of outstanding | <1% | Based on 20,109,712 common shares outstanding |
| Unvested restricted shares | 1,000 shares | Each director held 1,000 unvested restricted shares as of Dec 31, 2024 |
| Options (exercisable/unexercisable) | None | No director held options at Dec 31, 2024 |
| Pledging/derivatives/hedging | Prohibited | Insider Trading Policy bans pledging, derivatives, hedging |
| Ownership guideline | 3x annual cash retainer | Applies to non-employee directors; all directors met requirements in 2024 |
Governance Assessment
- Strengths: Independent director with chair responsibility in technology and data oversight; active service on MD&C and Risk Oversight aligns with strategic and risk governance; attendance standards met; stock ownership guidelines met, supporting alignment .
- Compensation governance signals: MD&C uses independent consultant (Aon) and peer analyses, maintains clawback policy, prohibits hedging/pledging; annual “say-on-pay” passed with 88.5% approval in 2024, indicating investor support for overall compensation framework .
- Committee discretion watchpoint: MD&C normalized executive PPNI and excluded litigation impacts in 2024 EIP, and noted PSUs projected to 0% due to restructuring; indicates willingness to apply discretion during extraordinary events—monitor future consistency and disclosures .
- Conflicts/related-party exposure: No related-party transactions >$120,000; loans to insiders were ordinary-course on market terms; Burlew’s municipal role and external executive position could present perceived conflicts, but no specific conflicts disclosed; Related Party Transactions are overseen by Audit Committee per policy .
Appendix: Meeting & Attendance Detail
| Body | 2024 Meetings | Attendance Standard |
|---|---|---|
| Board of Directors | 12 | All directors >75% attendance |
| Technology & Data Committee | 4 | Committee meets at least 4x annually |
| MD&C Committee | 7 | Independent; at least 4x annually |
| Risk Oversight Committee | 5 | At least 4x annually; oversight of ERM, capital/liquidity, cybersecurity |
Annual Meeting: All directors attended the prior year’s annual meeting .