Kim E. VanGelder
About Kim E. VanGelder
Kim E. VanGelder (age 60) is an independent director of Financial Institutions, Inc. (FISI), serving since 2016 and nominated for a new term expiring in 2028. She is Chief Information Officer at Eastman Kodak Company and previously served as Kodak’s Director of Worldwide Customer Operations (2011–2014). She holds a degree from Rochester Institute of Technology and brings deep technology, cybersecurity, and digital infrastructure experience to FISI’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Eastman Kodak Company | Chief Information Officer | 2004–present | Led enterprise IT, cybersecurity, global applications, infrastructure |
| Eastman Kodak Company | Director of Worldwide Customer Operations | 2011–2014 | Oversight of customer operations and service performance |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Rochester Institute of Technology | Nonprofit | Board/Trustee | Current |
| Western New York Society for Information Management | Nonprofit | Board | Current |
| Rochester Area Community Foundation | Nonprofit | Board | Past |
| RIT Golisano College Dean’s Advisory Council | Academic | Advisory Council | Past |
No public company directorships disclosed for VanGelder; external roles are nonprofit and academic .
Board Governance
- Independence: The Board and Governance Committee determined all directors except the CEO are independent; VanGelder is independent .
- Committee assignments and chair roles (2024 composition):
- Risk Oversight Committee: Chair
- Nominating & Governance Committee: Member
- Technology & Data Committee: Member
- Meetings and attendance:
- Board met 12 times in 2024; all directors attended more than 75% of Board and committee meetings during their service periods .
- 2024 committee meetings: Audit (11), Executive (7), MD&C (7), Nominating & Governance (5), Risk Oversight (5), Technology & Data (4) .
- Committee mandates emphasize enterprise risk (including cybersecurity) and technology/data oversight, aligning with VanGelder’s CIO expertise .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $57,500 | $60,000 | $67,500 |
| All Other Compensation ($) | — | — | — |
| Total Cash ($) | $57,500 | $60,000 | $67,500 |
Director retainer schedules (FII/Bank) and chair fees:
- 2023 schedule: FII Chair $70,000; Audit Chair $43,500; MD&C & Risk Oversight Chairs $40,000; Nominating & Governance and Technology & Data Chairs $38,500; Other Directors $33,500. Bank: $35,000; $21,500; $20,000; $19,000; $16,500 respectively .
- 2024 schedule: FII Chair $73,500; Audit Chair $47,000; Risk Oversight Chair $45,500; MD&C Chair $43,500; Nominating & Governance and Technology & Data Chairs $42,000; Other Directors $37,000. Bank: $36,500; $23,000; $22,000; $21,500; $20,500; $18,000 respectively .
Directors may elect to receive any portion of the annual cash retainer in shares; in 2023 VanGelder elected 3,268 shares in lieu of cash .
Performance Compensation
| Element | 2022 | 2023 | 2024 |
|---|---|---|---|
| Annual equity grant (restricted stock) – grant-date fair value ($) | $30,000 | $29,984 | $35,000 |
| Shares granted | 1,130 shares (each director; Harting prorated) | 1,835 shares (each director) | 2,001 shares (each director) |
| Vesting | 50% at grant; 50% day prior to next annual meeting | 50% at grant; 50% day prior to 2024 annual meeting | 50% at grant; 50% day prior to 2025 annual meeting |
| Dividends on unvested shares | Not paid | Not paid | Not paid |
| Unvested shares at year-end | 468 (as of 12/31/2022) | 917 (as of 12/31/2023) | 1,000 (as of 12/31/2024; for each director serving) |
| Options outstanding | None (directors) | None (directors) | None (directors) |
Director equity awards are time-based; no performance metrics are tied to director grants. Performance-based metrics disclosed in the proxy apply to NEO plans (e.g., ROAE/ROAA PSUs), not directors .
Other Directorships & Interlocks
| Company | Type | Role | Potential Interlock/Conflict |
|---|---|---|---|
| None disclosed | Public company | — | — |
| Rochester Institute of Technology | Nonprofit | Board/Trustee | No FISI-related transactions disclosed |
| Western New York Society for Information Management | Nonprofit | Board | No FISI-related transactions disclosed |
Related party transactions over $120,000 are reviewed by the Audit Committee; none involving directors/executives were reported for 2022 beyond compensation .
Expertise & Qualifications
- Technology & Digital Innovation; Risk Oversight: Board’s skills matrix identifies VanGelder’s strengths in risk oversight and technology/digital innovation, which the Board values for cybersecurity, regulatory, and data management oversight .
- Biography emphasizes progressive IT leadership, cybersecurity, and global infrastructure experience at Kodak .
Equity Ownership
| Metric | 2023 | 2024 | 2025 |
|---|---|---|---|
| Beneficially owned shares (common) | 20,009 (as of Apr 24, 2023) | 25,112 (as of Apr 10, 2024) | 27,713 (as of Apr 2, 2025) |
| Percent of class | <1% | <1% | <1% |
| Shares acquirable within 60 days | — | — | — |
| Pledging/Hedging | Company policy prohibits pledging, hedging, and derivative transactions by directors; no exceptions reported in 2022 |
Stock ownership requirements:
- Non-employee directors must hold 3x annual cash retainer, achieve within 5 years, and retain at least 75% of shares issued until compliant; 2022 status indicated all directors/EMC met or were within the window .
Governance Assessment
- Alignment: VanGelder’s CIO background aligns tightly with FISI’s Risk Oversight and Technology & Data mandates, including quarterly cybersecurity updates and ERM program oversight; this enhances board effectiveness on operational and cyber risk .
- Engagement: Board and committees met frequently in 2024; all directors exceeded the 75% attendance threshold, supporting active oversight .
- Incentives and ownership: Balanced director pay mix (cash retainer plus time-vested equity), rising retainers in 2024, and robust stock ownership requirements align director interests with shareholders; hedging/pledging prohibitions further strengthen alignment .
- Potential conflicts: No public company board interlocks disclosed; external roles are nonprofit/academic. Audit Committee reviews related party transactions; none material (> $120,000) reported for 2022 .
RED FLAGS
- None specific to VanGelder identified: no option repricing, pledging/hedging, or related-party transactions disclosed; attendance meets standards .
Notes on Director Compensation Governance
- MD&C Committee uses an independent compensation consultant and reviews director compensation biannually; increases effective in 2024 reflect peer benchmarking and market competitiveness .