Kevin B. Quinn
About Kevin B. Quinn
Senior Vice President and Chief Commercial Banking Officer at Financial Institutions, Inc. (Five Star Bank) since February 2021; joined the Bank in August 2020 as SVP, Commercial Banking Executive. Quinn oversees CRE and C&I lending, treasury management, merchant services, and community development; prior experience includes leadership at HSBC Bank USA (Managing Director, Regional Head Corporate Banking) and a decade in commercial banking at M&T Bank, after beginning his career as an attorney at Jones Day . Company performance metrics tied to executive pay include PPNI, loan and deposit growth, and net charge-offs for annual incentives, and three-year ROAA and relative ROAE for PSUs; 2024 resulted in a net loss due to an investment securities restructuring, with adjusted PPNI of $54.5 million, and 0% PSU payouts for the 2022–2024 cycle; company TSR value of a $100 investment measured $109.51 for 2024 in the pay-versus-performance table .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Financial Institutions, Inc. (Five Star Bank) | SVP, Chief Commercial Banking Officer | Feb 2021–present | Leads CRE/C&I lending, treasury management, merchant services, community development |
| Financial Institutions, Inc. (Five Star Bank) | SVP, Commercial Banking Executive | Aug 2020–Feb 2021 | Senior commercial banking leadership; predecessor to CCB Officer role |
| HSBC Bank USA, N.A. | Managing Director, Regional Head of Corporate Banking | 2005–2019 | Regional corporate banking leadership |
| M&T Bank | Commercial banking roles | 10 years | Broad commercial banking execution |
| Jones Day | Attorney | Not disclosed | Legal foundation; early career |
Fixed Compensation
Summary Compensation (multi-year):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 285,472 | 307,130 | 316,487 |
| Stock Awards ($, grant-date fair value) | 119,278 | 89,431 | 104,079 |
| Non-Equity Incentive ($) | 104,186 | 109,845 | 86,569 |
| Change in Pension Value ($) | 12,796 | 17,604 | 17,267 |
| All Other Compensation ($) | 20,918 | 20,913 | 26,235 |
| Total ($) | 542,650 | 544,923 | 550,637 |
Base salary progression:
| Metric | 12/31/2023 | 12/31/2024 |
|---|---|---|
| Annual Base Salary ($) | 309,000 | 318,270 |
Perquisites and pension specifics (2024):
- Vehicle stipend: $9,000
- Club memberships: $14,084
- Group term life insurance (taxable portion): $3,151
- Defined benefit plan – present value of accumulated benefit: $63,518
Performance Compensation
2024 Executive Incentive Plan (EIP) – individual award and plan metrics:
| Item | Value |
|---|---|
| Target bonus (% of salary) | 40% |
| Base salary for EIP calculation ($) | 318,270 |
| Calculated award at plan funding ($) | 79,994 |
| Individual performance adjustment ($) | 6,575 |
| Total incentive paid ($) | 86,569 |
Company EIP performance metrics (2024):
| Metric | Weight | Threshold | Target | Maximum | Actual | Weighted contribution |
|---|---|---|---|---|---|---|
| PPNI ($MM, normalized) | 40% | 44.87 | 59.83 | 68.80 | 54.47 | 32.8% |
| Total Loan Growth (%) | 20% | 0.94 | 1.45 | 1.81 | 0.41 | 0.0% |
| Non-Public Deposit Growth (%) | 20% | 4.22 | 6.49 | 8.11 | 3.92 | 0.0% |
| Net Charge-off Ratio (%) | 20% | 0.43 | 0.34 | 0.26 | 0.20 | 30.0% |
Long-Term Incentive Plan (LTIP) – 2024 grants (PSUs/RSUs):
| Award Type | Metric | Units (Threshold) | Units (Target) | Units (Max) | Vest Date |
|---|---|---|---|---|---|
| RSUs (time-based) | N/A | N/A | 3,338 | N/A | 3/7/2027 |
| PSUs (performance) | Relative ROAE | 835 | 1,669 | 2,504 | 3/1/2027 |
| PSUs (performance) | ROAA | 835 | 1,669 | 2,504 | 3/1/2027 |
PSU design highlights and gateways:
- Gateways: Tier 1 capital ratio ≥8.5% (actual 11.21% at 12/31/2024), satisfactory individual rating, and continued employment .
- PSU performance goals: 3-year ROAA (0.849% threshold, 0.884% target, 0.920% maximum) and 3-year Relative ROAE percentile (30th/50th/80th) against NASDAQ Bank Index .
- 2022 cycle (2012–2024 vest): Relative ROAE 13th percentile and ROAA 0.48% led to 0% payout on both PSU tranches .
Restricted stock vesting realized (2024):
| Shares vested | Value realized ($) |
|---|---|
| 3,653 | 66,813 |
Equity Ownership & Alignment
Beneficial ownership progression:
| Date | Direct Common | Indirect/401(k) |
|---|---|---|
| 10/30/2020 (Form 3) | 0 | — |
| 4/19/2022 (Proxy) | 0 | — |
| 4/10/2024 (Proxy) | 3,305 | — |
| 12/31/2024 (Form 5) | 3,705 | 22 |
Outstanding equity awards (as of 12/31/2024):
| Type | Unvested Units | Market Value ($, $27.29/sh) |
|---|---|---|
| RSUs (time-based) | 8,554 | 233,439 |
| PSUs (unearned, threshold display) | 3,392 | 92,568 |
| Note: All PSU tranches (2022, 2023, 2024 grants; ROAA and Relative ROAE) were projected below threshold (0% expected vesting) due to the 2024 investment securities restructuring impact . |
Ownership policy and alignment controls:
- Stock ownership requirement for Executive Vice Presidents: 1.5x annual base salary; all EMC members met requirements in 2024 .
- Prohibitions on hedging, pledging, and margin accounts for insiders; derivatives on Company stock are prohibited .
- Clawback policy adopted per SEC/Nasdaq rules: 3-year recoupment window for erroneously awarded incentive-based compensation; no clawback actions to date .
Employment Terms
| Term | Provision |
|---|---|
| Agreement term | Initial 3-year term; auto-renews for 1-year terms unless Company gives ≥90 days’ notice not to extend |
| Change-in-control structure | Double trigger required (CIC + qualifying termination within −6 to +24 months) for severance |
| CIC cash multiple | 1.25x of sum of last-year base salary + three-year average annual cash incentive; payable in installments over continuation period |
| Health benefits continuation | 18 months for Quinn and covered dependents |
| Equity upon CIC termination | Immediate vesting of RSUs; PSUs vest at greater of target performance or actual performance through termination date |
| Non-compete / non-solicit | 9 months post-termination when benefits are payable; at least 6 months otherwise or for duration of any compensation/benefit period, whichever is longer |
| 280G excise tax | Cutback to avoid 4999 excise tax; no gross-ups |
Estimated potential payments (12/31/2024):
| Scenario | Pay Continuation ($) | Equity Vesting ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| CIC + qualifying termination | 539,455 | 439,587 | 24,203 | 1,003,246 |
| Death/Disability | — | 439,587 | — | 439,587 |
Investment Implications
- Pay-for-performance: Quinn’s 2024 bonus equaled 27.2% of salary (below target) reflecting mixed EIP outcomes—PPNI above threshold, loan and non-public deposit growth below threshold, and strong credit quality; discretion applied for individual performance. Incentives remain tied to controllable operating metrics, signaling alignment with core banking execution .
- Long-term metrics risk: 0% PSU vesting for the 2022–2024 cycle and projections below threshold across PSU tranches (2022–2024 grants) indicate near-term downside to long-term equity realization if ROAA and relative ROAE do not rebound post-restructuring; this reduces realized equity but heightens focus on future profitability and capital efficiency .
- Vesting calendar and potential supply: Notable RSU vest dates are March 16, 2025 (2,532 shares), March 21, 2026 (2,684), and March 7, 2027 (3,338), which may create periodic settlement-related flows; 2024 realized vesting was 3,653 shares ($66,813) .
- Retention and change-in-control economics: CIC double-trigger protection totals ~$1.0 million with 9-month non-compete, immediate RSU vesting, and PSUs at greater of target or actual, which provides moderate retention value without tax gross-ups; agreements auto-renew, lowering transition risk .
- Governance alignment: Ownership guidelines met; strict prohibitions on hedging/pledging; adopted clawback with no enforcement to date; 2024 say-on-pay support at 88.5%, indicating shareholder acceptance of program structure despite restructuring impacts .