Eric W. Marks

About Eric W. Marks

Eric W. Marks, 40, was appointed Senior Vice President and Chief Consumer Banking Officer of Five Star Bank (subsidiary of FISI) in March 2025 and joined the company’s Executive Management Committee; he previously spent 19 years at M&T Bank culminating as Retail Segment CFO, with roles spanning consumer strategy, mortgage, branch distribution planning, deposit pricing and portfolio management, and consumer indirect lending . He holds a B.A. from Mercyhurst University and an MBA from the University at Buffalo, and completed an executive leadership course at the University of Michigan Ross School of Business . As context for incentive alignment, FISI emphasizes pay-for-performance with a 2024 EIP weighted to PPNI (40%), Loan Growth (20%), Non-Public Deposit Growth (20%), and Net Charge-Off Ratio (20%); results were mixed (PPNI between threshold/target, loan and deposit growth below threshold, credit above max) . The 2025 proxy provides TSR and “Compensation Actually Paid” analyses versus TSR, Net Income, and PPNI over 2020–2024, underscoring a link to long- and short-term performance measures .

Past Roles

External Roles

Fixed Compensation

• Not disclosed in FISI’s March 6, 2025 press release (filed as 8-K Exhibit 99.1) or the 2025 proxy; Eric Marks is listed as an executive officer as of April 2, 2025 but was not a 2024 NEO, so no 2024 base salary appears in the Summary Compensation Table .

Performance Compensation

• Plan design (company-wide framework for NEOs and other EMC participants): Annual EIP with gateway (Tier 1 capital ≥8.5%, achieved at 11.2% in 2024) and four weighted metrics; long-term incentives split between time-vested RSUs (50%) and PSUs on ROAA and Relative ROAE (each 25%) with three-year performance/vesting. The MD&C Committee uses an independent comp consultant; no options currently granted .

2024 EIP structure and results (context for performance alignment):

• Long-term equity mechanics and vesting:
  • RSUs vest on the third anniversary of grant; PSUs (ROAA and Relative ROAE) for 2024 grants vest March 1, 2027, subject to gateway criteria and performance; relative ROAE below the 30th percentile forfeits 100% .
  • Typical annual grant cycle in March; company does not grant stock options and does not pay dividends on unvested equity .

Equity Ownership & Alignment

• Ownership policy: EMC members must hold stock equal to 1x annual base salary (EVPs: 1.5x; CEO: 3x). In 2024 all directors and EMC members met the requirements. Unexercised options and unvested PSUs do not count; unvested time-based RSUs do count .
• Hedging/pledging: Company prohibits hedging, pledging, and holding stock in margin accounts .
• Clawback: Clawback provisions apply to incentive-based compensation for executive officers .
• Options: “No directors or officers held any stock options as of December 31, 2024.” Company currently does not grant options/SARs .
• Beneficial ownership disclosure: Individual ownership for Marks was not reported in the 2025 proxy (he was not a 2024 NEO/director). As a group, all current directors, nominees and executive officers (21 persons) owned 483,549 shares (2.40%) as of April 2, 2025 .

Policy snapshot:

Employment Terms

• Appointment: Marks named SVP, Chief Consumer Banking Officer in March 2025; the March 6, 2025 8-K furnished only a press release (Ex. 99.1) and did not disclose an offer letter or compensation terms .
• Change-in-control and severance (company framework for named executives, not including Marks): Agreements feature double-trigger vesting on equity; continuation multiples and periods vary by executive (e.g., CEO 2.99x over 36 months; CFO 2.0x over 24 months; others 1.25–2.0x), with 280G cutback to avoid excise taxes; confidentiality, non-solicit, and non-compete apply during employment and for the greater of the continuation period or six months post-termination .
• Equity plan capacity: Shareholders to vote on Second A&R 2015 LTIP adding 400,000 shares and extending the plan to May 28, 2035 (effective if approved), maintaining director annual award limits .

Performance & Environment Context

• 2024 EIP payout pool reflected mixed operating performance (Award Percentage Achievement of 62.8% of target; CEO and NEO payouts adjusted by individual performance). EIP participants included five NEOs and two additional EMC members in 2024, indicating broader alignment beyond the NEO cohort .
• The proxy’s Pay vs Performance section ties compensation actually paid to TSR, Net Income and PPNI trends over 2020–2024, reinforcing performance-linked pay design .

Vesting Schedules and Potential Selling Pressure (Company-Wide Context)

• Given the March grant cycle and three-year vesting, new 2025 hires like Marks would typically see first major RSU vest in 2028 and PSU determination/vesting aligned to the 3-year performance period if granted on-cycle, increasing medium-term retention ties; specific grant details for Marks were not disclosed .

Investment Implications

• Alignment: Strong governance guardrails (no hedging/pledging, stock ownership requirements for EMC, clawback, double-trigger CIC, no tax gross-ups, no dividends on unvested awards) reduce misalignment risk and encourage long-term orientation .
• Retention: Absent a disclosed offer letter, near-term retention depends on on-cycle LTI eligibility and standard EMC ownership guidelines; three-year RSU/PSU structures and the extended 2015 LTIP capacity should support retention, but investors should watch for subsequent 8-Ks/proxy to confirm Marks’ salary, EIP target, and initial grant sizes .
• Execution leverage: Marks’ 19-year consumer-banking and finance background at M&T suggests potential to drive retail deposit and small business initiatives; success would translate directly into EIP metrics (PPNI, deposit and loan growth, and credit quality) under FISI’s framework, offering clear management scorecards for performance attribution .
• Trading signals: Monitor future Form 3/4 filings post-appointment for initial ownership and any subsequent sales; watch March grant disclosures and 2025–2027 vesting calendars for potential event-driven selling windows; track say-on-pay and any changes to metrics/targets, especially if macro shifts drive re-weighting between growth and credit .

Notes:

• Company assets context: approximately $6.1 billion as of 12/31/2024 .
• Marks is listed among the Executive Officers as of April 2, 2025; age 40 .
• No individual beneficial ownership for Marks disclosed in the 2025 proxy (not a 2024 NEO/director) .