Donald K. Boswell
About Donald K. Boswell
Independent director of Financial Institutions, Inc. (FISI) since 2017; age 73; term expires in 2026. Chairs the Nominating & Governance Committee and serves on the Technology & Data Committee. Career public media executive (WNED-TV/WBFO-FM President & CEO 1998–2021; later Emeritus/Consultant), currently President & CEO of Seven Film & Theater Productions; earlier senior roles at North Texas Public Broadcasting, KCTS-TV, and WVIA-TV/FM. Education includes BS and M.Ed. from Pennsylvania State University, a Management Development Certificate from The Wharton School, and honorary doctorates from Canisius College and D’Youville College .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Seven Film & Theater Productions | President & CEO | 2022–present | Leadership in media production |
| WNED-TV/WBFO-FM (Western New York Public Broadcasting Association) | President & CEO; Emeritus/Consultant | 1998–2021; 2021–present | Led regional public broadcasting network |
| North Texas Public Broadcasting | EVP & COO; Acting President; VP Marketing/Corporate Development; VP Development | 1982–1997 | Senior operating roles across development and marketing |
| KCTS-TV (Seattle) | VP Development | 1981–1982 | Led fundraising and development |
| WVIA-TV/FM (Pennsylvania) | Corporate Underwriting Specialist; Director Community Relations/Producer | 1977–1981 | Community relations and underwriting |
External Roles
| Organization | Role | Status |
|---|---|---|
| Independent Health | Vice Chair | Current other company board |
| HSBC Bank USA, N.A. | Director | Past public company board (as disclosed) |
| AAA National Board | Director | Past other company board |
| Blue Cross Blue Shield (Health Now) | Director | Past other company board |
| New Era Cap Company | Director | Past other company board |
| Artpark & Company; 43 x 79 Group; American Public Television; AAA of Central & Western NY; The John R. Oishei Foundation | Director/Trustee | Current nonprofit boards |
| Buffalo AKG Art Museum; Buffalo Philharmonic Orchestra; Buffalo Science Museum; University of Buffalo Foundation; American Friends of the Art Gallery of Ontario | Director/Trustee | Past nonprofit boards |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Boswell is independent .
- Committee assignments: Boswell chairs Nominating & Governance; member, Technology & Data .
- Attendance: Board met 12 times in 2024; all directors attended more than 75% of Board and committee meetings for which they served .
- Annual meeting: All directors attended last year’s annual meeting .
- Stock ownership requirements: Non-employee directors must hold 3x annual cash retainer; all directors met requirements in 2024 .
- Risk oversight context: Board maintains robust ERM framework; committee specialization includes Audit, Risk Oversight, MD&C, Governance, Technology & Data .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Nominating & Governance | Chair | 5 |
| Technology & Data | Member | 4 |
Fixed Compensation
| Component | FII Cash Fee | Five Star Bank Cash Fee | Notes |
|---|---|---|---|
| Board Chair | $73,500 | $36,500 | Applies to Board Chair, not Boswell |
| Audit Chair | $47,000 | $23,000 | Committee chair fee |
| Risk Oversight Chair | $45,500 | $22,000 | Committee chair fee |
| MD&C Chair | $43,500 | $21,500 | Committee chair fee |
| Nominating & Governance Chair | $42,000 | $20,500 | Boswell’s chair role |
| Technology & Data Chair | $42,000 | $20,500 | Not Boswell |
| Other Directors | $37,000 | $18,000 | Base retainer |
| Donald K. Boswell – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | $62,500 |
| Stock awards (aggregate grant-date fair value) | $34,997 |
| All other compensation | — |
| Total | $97,497 |
| Shares elected in lieu of cash retainer | 708 shares |
| Unvested restricted stock held at 12/31/2024 | 1,000 shares |
| Stock options outstanding | None (no director held options at 12/31/2024) |
Performance Compensation
- Annual equity grant: Restricted shares valued at $35,000 granted June 5, 2024; 2,001 shares issued to each director under the LTIP .
- Vesting: 50% vest at grant; 50% vest on the day prior to the 2025 Annual Meeting, subject to continued service; no dividends on unvested shares .
- Director equity is time-based; no performance metrics disclosed for director awards .
| Equity Award (2024) | Grant Date | Type | Shares | Grant-Date Fair Value | Vesting Detail |
|---|---|---|---|---|---|
| Annual director grant | June 5, 2024 | Restricted stock | 2,001 | $35,000 | 50% immediate; 50% day prior to 2025 annual meeting; forfeiture if service ends; no dividends on unvested |
Other Directorships & Interlocks
- Current other company board: Vice Chair, Independent Health (health insurer) .
- Past public company board: HSBC Bank USA, N.A. (as disclosed by FISI) .
- Additional company boards: AAA National Board; Blue Cross Blue Shield (Health Now); New Era Cap Company .
- Potential interlocks/conflicts: Related party transactions >$120,000 in 2024 were none other than compensation arrangements and ordinary-course loans; insider extensions of credit reviewed for regulatory compliance and market terms .
Expertise & Qualifications
- Skills matrix attributes for Boswell: Nonprofit Board Experience; Public Board Experience; Risk Oversight Experience; Technology & Digital Innovation .
- Financial Services Industry Experience: Service on boards of financial institutions (e.g., HSBC Bank USA, N.A.) and Independent Health provides sector insight .
Equity Ownership
| Holder | Title of Class | Shares Beneficially Owned | Right to Acquire Within 60 Days | % of Class Outstanding |
|---|---|---|---|---|
| Donald K. Boswell | Common | 15,295 | — | <1% (*) |
- Section 16 compliance: All required insider reports were timely for fiscal 2024 .
- Ownership alignment: Directors must hold 3x annual cash retainer; all directors met requirements in 2024; unexercised options and unvested performance-contingent units do not count toward compliance .
- Hedging/pledging: Prohibited for directors; no margin pledging, derivatives, or hedging instruments allowed .
- Options: No directors held stock options as of December 31, 2024 .
Governance Assessment
- Strengths: Independent status; chairing Governance Committee supports board refresh/skills oversight; consistent attendance; clear stock ownership requirements with full compliance; robust policies (clawback, anti-hedging/pledging); committee specialization and ERM oversight .
- Alignment signals: Mixed cash/equity compensation; annual equity time-based grants foster ownership without short-term targets; option overhang absent; annual meeting attendance positive .
- Board refresh/independence: Majority independent; recent additions (e.g., Panzarella in 2025); governance emphasis on skill alignment and diversity .
- Conflicts/related party: No related-party transactions >$120k in 2024; insider loans subject to market terms and regulatory constraints; insider trading policy enforced .
- Shareholder sentiment: Recent say-on-pay support at 88.5% (2024), indicating general approval of compensation practices and governance; proactive shareholder outreach covering >50% of outstanding shares .
RED FLAGS: None disclosed specific to Boswell. Company prohibits pledging/hedging and reported no related-party transactions above threshold; attendance thresholds met by all directors; director equity awards are time-based (no repricings/options) .