Laurie R. Collins
About Laurie R. Collins
Senior Vice President and Chief Human Resources Officer (CHRO) of Five Star Bank (FISI) since August 2021; previously Global Director roles at Columbus McKinnon (2017–2021) and 11 years in PepsiCo HR leadership (roles of increasing responsibility). Age and education not disclosed in the proxy . Company context during her tenure: 2024 net loss of $41.6M tied to a balance sheet restructuring; net interest income $163.6M; NIM 2.86%; year-end loans $4.48B; deposits $5.10B; dividends $1.20/share; TSR (value of initial $100) of $109.51 vs SmallCap Banks peer $132.44; Say‑on‑Pay support 88.5% in 2024 and 93% in 2023 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Columbus McKinnon (NYSE:CMCO) | Global Director, Total Rewards, Culture & HR Tech | Nov 2019–Jul 2021 | Led global total rewards and HR tech modernization for a public industrial, supporting talent attraction/retention through system/process upgrades . |
| Columbus McKinnon (NYSE:CMCO) | Global Director, Corporate HR & Talent | May 2017–Nov 2019 | Built global talent programs and corporate HR frameworks during multi-year transformation . |
| PepsiCo, Inc. | HR roles of increasing responsibility | ~2006–2017 (11 years) | Large-scale HR leadership experience in a global CPG, foundation for CHRO capabilities at FISI . |
External Roles
- Not disclosed in the proxy for Ms. Collins .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Salary paid ($) | 257,949 | 273,470 |
| Annual salary rate at 12/31 ($) | 267,000 | 275,010 |
| Perquisites ($) | 9,300 (vehicle stipend $9,000; group term life $300) | 9,540 (vehicle stipend $9,000; group term life $540) |
Performance Compensation
Annual Cash Incentive (EIP)
- Target opportunity: 35% of salary; threshold 17.5%; maximum 52.5% (unchanged 2023–2024) .
- Actual paid: $83,050 in 2023; $75,078 in 2024 .
| EIP design | 2023 | 2024 |
|---|---|---|
| Gateway (Tier 1 capital ratio) | Met; 9.76% vs ≥8.5% | Met; 11.2% vs ≥8.5% |
| Metrics (weights) | PPNI (40%), Total Loan Growth (20%), Core Deposit Growth (20%), Net Charge‑offs (20%) | PPNI (40%), Total Loan Growth (20%), Non‑Public Deposit Growth (20%), Net Charge‑off Ratio (20%) |
| Company outcomes | PPNI below threshold (0%); Loan Growth 10.19% (29.8%); Core Deposits 5.06% (17.5%); NCO 0.20% (30.0%); Pool 77.3% target | PPNI $54.47M normalized (32.8%); Loan Growth 0.41% (0%); Non‑Public Deposits 3.92% (0%); NCO 0.20% (30.0%); Pool 62.8% target |
Detailed 2024 EIP performance table:
| Metric | Weight | Threshold | Target | Actual | Weighted contribution |
|---|---|---|---|---|---|
| PPNI ($MM, normalized) | 40% | 44.87 | 59.83 | 54.47 | 32.8% |
| Total Loan Growth | 20% | 0.94% | 1.45% | 0.41% | 0.0% |
| Non‑Public Deposit Growth | 20% | 4.22% | 6.49% | 3.92% | 0.0% |
| Net Charge‑off Ratio | 20% | 0.43% | 0.34% | 0.20% | 30.0% |
Notes:
- 2024 PPNI was adjusted to exclude the investment securities restructuring loss and litigation settlement; Committee determined these were extraordinary and not reflective of exec performance .
Long‑Term Equity (LTIP)
- Structure: 50% time‑based RSUs (3‑year cliff); 25% PSUs on 3‑year ROAA; 25% PSUs on 3‑year Relative ROAE (gateway includes capital and performance rating) .
- 2024 grants (Mar 7, 2024):
- RSUs: 2,884 units (vest Mar 7, 2027) .
- PSUs – ROAA: threshold 721; target 1,442; max 2,163; vest Mar 1, 2027 .
- PSUs – Relative ROAE: threshold 721; target 1,442; max 2,163; vest Mar 1, 2027 .
- 2023 grants (Mar 21, 2023):
- RSUs: 2,254 units (vest Mar 21, 2026) .
- PSUs – ROAA: threshold 564; target 1,127; max 1,691 (3‑year 2023–2025) .
- PSUs – Relative ROAE: threshold 564; target 1,127; max 1,691 (3‑year 2023–2025) .
- 2022–2024 PSU outlook: Following the 4Q’24 restructuring, all 2022, 2023 and 2024 PSU tranches (both ROAA and Relative ROAE) are projected below threshold (0% payout) as of 12/31/2024 .
| 2024 grant sizing vs salary | RSUs | PSUs threshold | PSUs target | PSUs max |
|---|---|---|---|---|
| % of base salary | 20% | 10% | 20% | 30% |
| Units (Collins) | 2,884 | 721+721 (both PSU types) | 1,442+1,442 | 2,163+2,163 |
Equity Ownership & Alignment
- Beneficial ownership: 6,879 common shares as of Apr 2, 2025 (<1% of class) .
- Outstanding unvested awards at 12/31/2024:
- RSUs: 7,420 units; market value $202,492 at $27.29/share; vesting: 2,282 on 3/16/2025, 2,254 on 3/21/2026, 2,884 on 3/7/2027 .
- PSUs (threshold display 2,888 units), but projected 0% vesting for 2022–2024 cycles post‑restructuring .
- Ownership requirements: EMC members must hold ≥1x annual base salary; all EMC members met requirements in 2024 . Unexercised options and unvested PSUs don’t count toward compliance .
- Hedging/pledging: Company prohibits pledging, hedging, and derivatives on FISI stock for insiders and directors .
- Options: None outstanding for directors or officers as of 12/31/2024 .
Vesting calendar and potential supply:
- 2025: ~2,282 RSUs scheduled to vest (≈$62k at $27.29) .
- 2026: ~2,254 RSUs scheduled to vest (≈$62k at $27.29) .
- 2027: ~2,884 RSUs scheduled to vest (≈$79k at $27.29) .
- PSUs expected 0% across 2022–2024 cycles, reducing incremental supply near-term .
Employment Terms
- Executive agreement: initial 3‑year term with auto one‑year extensions; double‑trigger CIC; continuation multiple 1.25x (salary + average of last 3 EIP) paid over 18 months; medical/dental continuation up to 18 months; equity acceleration (RSUs full; PSUs at greater of target or performance through termination) .
- Restrictive covenants: Non‑compete and non‑solicit 9 months following qualifying termination (or at least the period of benefit payments if longer); confidentiality applies during and after employment .
- Quantified CIC severance (as of 12/31/2024): pay continuation $442,981; equity vesting $377,694; health benefits $24,203; total $844,877 (subject to 280G cutback) .
- Clawback: SEC/NASDAQ‑compliant policy to recoup erroneously awarded incentive comp over the prior 3 fiscal years upon a required restatement; no clawbacks reported to date .
- Tax gross‑ups: Company policy indicates no tax gross‑ups; best‑practice list confirms “We do not gross‑up” .
Pension and Other Benefits
| Metric | 2023 | 2024 |
|---|---|---|
| DB Plan – Present Value of Accumulated Benefit ($) | 26,017 | 35,794 |
| Years of credited service (year‑end) | 2.00 | 3.00 |
| Vehicle stipend ($/yr) | 9,000 | 9,000 |
| Club memberships | None disclosed | None disclosed |
Performance & Track Record (Company context influencing pay)
- 2024 results: Strategic balance sheet restructuring led to a net loss of $41.6M; expected to lift 2025 NII/NIM; loans $4.48B; deposits $5.10B; low net charge‑offs 0.20% .
- 2023 results: Net income $50.3M; strong loan growth; book value improved; dividends increased to $1.20 .
- Say‑on‑Pay: 88.5% approval in 2024; 93% in 2023, indicating strong investor support of pay approach .
- Pay‑versus‑performance: 2024 TSR $109.51 (FISI) vs $132.44 peer group; PPNI $54.47M used as company‑selected measure in 2024 .
Compensation Structure Analysis
- Cash vs equity mix: Collins’ target incentive 35% of salary and LTIP at 40% of salary target (20% RSUs, 20% PSUs) indicates material at‑risk pay; 2024 actual EIP paid ~$75k (27.3% of salary), consistent with pooled 62.8% outcome .
- Shift from options to RSUs: Company does not grant options; long‑term equity is RSUs/PSUs only (time‑vest RSUs and performance PSUs) .
- Normalization/discretion: 2024 EIP PPNI normalized to exclude restructuring and litigation impacts; discretionary modifiers applied from executive scorecards (± up to 25%) .
- PSU target difficulty increased by environment: 2024 restructuring drove 0% projected payout across 2022–2024 PSU cycles—Committee will consider this impact in future decisions .
Equity Ownership & Alignment (detail)
| Item | Status |
|---|---|
| Beneficial shares | 6,879 common shares as of 4/2/2025 (<1%) |
| Unvested RSUs | 7,420 units; next cliffs in 2025, 2026, 2027 |
| Unvested PSUs | 2,888 displayed at threshold but projected 0% (2022–2024) |
| Ownership guideline | ≥1x salary (EMC); Collins met requirement in 2024 |
| Hedging/pledging | Prohibited |
Employment Terms (detail)
| Provision | Collins (CHRO) |
|---|---|
| Agreement term | 3‑year initial; auto 1‑year renewals |
| CIC window | 6 months before to 24 months after CIC |
| CIC multiple | 1.25x (salary + 3‑yr avg EIP) over 18 months |
| Health benefits | Up to 18 months continuation |
| Equity on CIC | RSUs full; PSUs ≥ target or actual performance through termination |
| Non‑compete/non‑solicit | 9 months (or duration of benefits if longer) |
| 280G cutback | Yes |
| Clawback | SEC/Nasdaq compliant |
Investment Implications
- Alignment and downside: Significant portion of Collins’ long‑term compensation is in RSUs/PSUs; with PSUs projected at 0% for 2022–2024, realized equity is primarily time‑vested RSUs, preserving retention but limiting immediate windfalls—aligned with shareholders through stock price performance .
- Selling pressure around vest dates: Time‑based RSUs vest on 3/16/2025 (2,282), 3/21/2026 (2,254), and 3/7/2027 (2,884); PSU tranches expected 0% reduce incremental supply risk; aggregate unvested RSU value ≈$202k at 12/31/2024 price ($27.29) .
- Retention risk: Moderately contained. RSU cliffs over next 2 years provide retention hooks; CIC economics are modest (1.25x) with double trigger and 9‑month non‑compete—competitive but not excessive for a regional bank CHRO .
- Pay‑for‑performance signaling: 2024 EIP normalization and 0% PSU projections show Committee’s willingness to adjust for extraordinary items while maintaining performance accountability; sustained high Say‑on‑Pay indicates investor acceptance of design .
- Governance quality: Strong policies—clawback, anti‑hedging/pledging, stock ownership requirements, no tax gross‑ups—reduce red‑flags and support shareholder alignment .
Appendix: Key 2024 Grant and Ownership Tables
| 2024 Grants (3/7/2024) | Units | Vesting/Notes |
|---|---|---|
| RSUs | 2,884 | Cliff on 3/7/2027 |
| PSUs – ROAA | Th 721; Tgt 1,442; Max 2,163 | Vest 3/1/2027; 3‑yr avg ROAA; gateway capital/ratings |
| PSUs – Rel. ROAE | Th 721; Tgt 1,442; Max 2,163 | Vest 3/1/2027; peer NASDAQ Bank Index |
| Unvested at 12/31/2024 | Count/Value |
|---|---|
| RSUs | 7,420; $202,492 at $27.29 |
| PSUs | 2,888 shown at threshold; projected 0% vest (2022–2024) |
| EIP Awards (Actual) | 2023 | 2024 |
|---|---|---|
| Bonus paid ($) | 83,050 | 75,078 |
| Beneficial Ownership (4/2/2025) | Shares | % |
|---|---|---|
| Laurie R. Collins | 6,879 | <1% |
All citations reference: FISI 2025 DEF 14A and 2024 DEF 14A as indicated.