Mark A. Zupan, PhD
About Mark A. Zupan, PhD
Independent director of Financial Institutions, Inc. (FISI) since 2021; age 65; serves on the Audit Committee and Risk Oversight Committee. He is President of Alfred University (since 2016) and holds a BA in Economics from Harvard and a Ph.D. in Economics from MIT, with prior academic leadership roles at the University of Rochester (Simon Business School), University of Arizona (Eller College), USC (Marshall School), and a visiting professorship at Dartmouth (Tuck) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alfred University | President | 2016–present | University leadership and governance |
| University of Rochester – Simon Business School | Dean & Professor of Economics and Public Policy | 2004–2014 | Led business school; academic governance |
| University of Rochester – Simon Business School | Director, Bradley Policy Center; Olin Professor | 2014–2016 | Policy center leadership; research |
| University of Arizona – Eller College of Management | Dean & Professor of Economics | 1997–2003 | College leadership; strategy |
| USC – Marshall School of Business | Associate Dean; Associate/Assistant Professor | 1986–1996 (Assoc. Dean 1992–1994) | Academic administration |
| Dartmouth – Tuck School of Business | Visiting Professor | Fall 1995 | Teaching and research |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Constellation Brands | Public company | Director (past) | Not specified |
| PaeTec Holding Corporation | Public company | Director (past) | Not specified |
| Steuben Trust Company | Public company | Director (past) | Not specified |
| Allegany County Economic Development Committee | Nonprofit/Local | Board member (current) | Not specified |
| Harley School; WNY Regional Economic Development Council; United Way of Southern Arizona | Nonprofit | Board member (past) | Not specified |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Zupan is independent .
- Committee assignments: Audit Committee member and Risk Oversight Committee member; not a chair .
- Meeting cadence and attendance: Board met 12 times in 2024; Audit (11), Risk Oversight (5); all directors attended >75% of Board and committee meetings; all directors attended the 2024 annual meeting .
- Governance structure: FISI separates Chair and CEO; Chair presides over Board meetings; committees composed of independent directors and meet outside CEO presence as appropriate .
Fixed Compensation
| Component | Amount / Detail | Notes |
|---|---|---|
| FII Board annual retainer (Other Directors) | $37,000 | 2024 schedule |
| Five Star Bank Board annual retainer (Other Directors) | $18,000 | 2024 schedule |
| 2024 Cash fees actually paid (Zupan) | $55,000 | Sum of FII + Bank retainers (no chair fees) |
| Stock awards (grant-date fair value) | $34,997 | 2,001 restricted shares granted June 5, 2024; directors may elect retainer in shares |
| Shares received in lieu of cash | 649 shares | Elected portion of retainer in stock in 2024 |
| Other compensation | $0 | No car allowance (Chair-only) or other items |
| Total 2024 director compensation (Zupan) | $89,997 | Cash + stock awards |
| Director stock ownership guideline | 3x annual cash retainer | Applies to non-employee directors |
| Guideline compliance (2024) | Met | All directors met requirements |
Performance Compensation
- Directors received restricted stock valued at $35,000 on June 5, 2024; 50% vests immediately and 50% vests the day prior to the 2025 annual meeting; no dividends on unvested shares; directors do not receive stock options and none were outstanding as of 12/31/2024 .
- Equity awards are subject to the company’s clawback policy and a double-trigger change-in-control framework in the LTIP (acceleration only if awards are not replaced or upon qualifying post-CIC termination); plan includes minimum one-year vesting (with limited exceptions) and prohibits repricing without shareholder approval .
| 2024 Director Equity Grant Details | Zupan |
|---|---|
| Grant date | June 5, 2024 |
| Restricted shares granted | 2,001 shares |
| Grant-date fair value | $34,997 |
| Vesting | 50% immediate; 50% day prior to 2025 annual meeting |
| Dividends on unvested shares | Not paid |
| Options outstanding | None (company-wide for directors as of 12/31/2024) |
Other Directorships & Interlocks
- Public company boards (past): Constellation Brands; PaeTec Holding Corporation; Steuben Trust Company .
- Interlocks and related party matters: No MD&C Committee interlocks; Zupan is not on MD&C. The company reported no related party transactions >$120,000 in 2024; any director/officer loans were in the ordinary course on market terms and compliant with applicable regulations .
Expertise & Qualifications
- Skills matrix indicates experience in financial services industry, nonprofit board service, public board experience, risk oversight, and technology & digital innovation; not flagged as the designated “financial expert” (Audit Committee’s financial expert is Robert M. Glaser) .
- Academic leadership and economics expertise support risk oversight and strategy capabilities .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (common shares) | 11,674 | As of April 2, 2025 |
| Percent of common shares outstanding | <1% | Asterisk denotes less than 1% |
| Unvested restricted stock held (12/31/2024) | 1,000 shares | All directors held 1,000 unvested restricted shares |
| Options (exercisable/unexercisable) | 0 | No director stock options outstanding |
| Pledged/Hedged shares | Prohibited | Insider trading policy prohibits pledging/hedging |
| Ownership guideline | 3x annual cash retainer | Non-employee directors |
| Guideline compliance (2024) | Met | All directors and EMC met |
Governance Assessment
- Strengths: Independent status; dual membership on Audit and Risk Oversight Committees aligns with economics/risk background; strong attendance; separation of Chair/CEO; robust policies (stock ownership, hedging/pledging prohibitions, clawback, double-trigger LTIP) supporting investor alignment .
- Compensation alignment: Mix of cash retainers at FII and Bank plus annual restricted stock encourages long-term alignment; ability to elect retainer in shares (Zupan elected 649 shares) strengthens skin-in-the-game .
- Conflicts/related-party exposure: No material related party transactions; director/officer loans reported as ordinary course and compliant; no committee interlocks reported; no pledging/hedging allowed (reduces alignment risk) .
- Watch items: Not designated as the Audit Committee “financial expert” (though he serves on Audit); ensure continued active engagement with risk and cyber oversight as committee workloads are substantial (Audit met 11x; Risk 5x in 2024) .
RED FLAGS: None disclosed for Zupan—no low attendance, no material related-party transactions, no hedging/pledging, and compensation structure follows Board-reviewed guidelines .