Robert L. Schrader
About Robert L. Schrader
Robert L. Schrader (age 53) is an independent nominee for election to Financial Institutions, Inc.’s Board with a term expiring in 2028. He is a Certified Public Accountant and currently serves as Senior Vice President and Chief Financial Officer of Paychex (since 2023), with prior leadership roles in corporate finance, internal audit, FP&A, and investor relations across Paychex, Unither Pharmaceuticals, and Bausch + Lomb; he began his career at PricewaterhouseCoopers as an Audit Manager. Education: BS, SUNY Brockport; MBA, University of Rochester Simon School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Paychex | SVP, Chief Financial Officer | 2023–present | Oversees corporate finance and financial reporting |
| Paychex | Vice President of Finance & Investor Relations; Senior Director FP&A; Director Internal Audit | 2014–2023 | Built internal controls, FP&A discipline, investor relations interface |
| Unither Pharmaceuticals | Chief Financial Officer | 2013–2014 | Led finance and operational support |
| Bausch + Lomb | Vice President of Finance; roles in finance, global quality, operations | 2003–2013 | Multi-functional leadership across finance and operations |
| PricewaterhouseCoopers | Audit Manager | 1997–2003 | External audit, GAAP/ICFR experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Junior Achievement of Central Upstate NY | Advisory Board member; former Finance and Executive Committees | Current; prior committee service | Community engagement; financial oversight experience |
Board Governance
- Independence: The Board determined all directors except the CEO are independent; Schrader is nominated as an independent .
- Skills matrix: Schrader is designated a Financial Expert, with Financial Services industry experience, Nonprofit board experience, and Risk Oversight experience; no current public board experience flagged in the matrix .
- Committee roles: Assignments are set annually; current committee composition does not include nominees. Committees: Audit (11 meetings in 2024), Executive (7), MD&C (7), Governance (5), Risk Oversight (5), Technology & Data (4) .
- Board cadence and attendance: The Board met 12 times in 2024; all directors attended >75% of Board and committee meetings during their service periods . Directors are expected to attend the Annual Meeting; all directors attended last year’s Annual Meeting .
- Governance policies: Director resignation policy on majority-withheld outcomes ; stock ownership requirements; clawback policy; prohibitions on pledging, hedging, and derivatives .
- Related party transactions: No Item 404(a) related-party transactions >$120,000 in 2024, aside from ordinary-course insider loans on market terms (subject to regulatory limits) and standard compensation .
Fixed Compensation
| Component | FII Annual Retainer (Cash) | Five Star Bank Annual Retainer (Cash) |
|---|---|---|
| Chair of the Board | $73,500 | $36,500 |
| Audit Committee Chair | $47,000 | $23,000 |
| Risk Oversight Committee Chair | $45,500 | $22,000 |
| MD&C Committee Chair | $43,500 | $21,500 |
| Governance Chair; Technology & Data Chair | $42,000 | $20,500 |
| Other Directors | $37,000 | $18,000 |
- Directors may elect to receive any portion of annual cash retainer in equivalent shares of common stock .
- Chair car allowance ($750/month in 2024); other reasonable travel expense reimbursement .
Performance Compensation
| Equity Vehicle | Grant Value | Vesting | Dividends on Unvested |
|---|---|---|---|
| Restricted Stock (non-employee directors) | $35,000 (granted June 5, 2024) | 50% vests at grant; 50% vests day prior to 2025 Annual Meeting, continuous service required | Not entitled to dividends on unvested shares |
- LTIP and director equity parameters: minimum one-year vesting standard, with limited exceptions; combined annual cash+equity cap for directors ($300k for incumbents; $500k Chair; $500k for first-year new directors) under the proposed Second A&R LTIP .
- Change-in-control treatment: Double-trigger acceleration—awards assumed do not accelerate solely on change in control; vesting accelerates upon involuntary termination within two years post-change in control .
- Clawback: LTIP awards subject to Company’s clawback policy applicable to incentive-based compensation .
Other Directorships & Interlocks
| Company | Role | Public Company Board? | Notes |
|---|---|---|---|
| Paychex | SVP & CFO | No (executive role, not director) | Public company executive role; no board service disclosed |
| Transcat Inc. | — | — | Not applicable to Schrader (listed for another nominee) |
No other public company directorships disclosed for Schrader; independence affirmed, and no disclosed interlocks with FISI competitors, suppliers, or customers .
Expertise & Qualifications
- CPA; extensive GAAP/ICFR/audit experience (Financial Expert designation) .
- Financial services exposure and risk oversight background (skills matrix) .
- Executive finance leadership across public company environments (Paychex CFO) .
- Education: BS (SUNY Brockport); MBA (Simon Business School) .
Equity Ownership
| Holder | Shares Beneficially Owned | Right to Acquire Within 60 Days | Percent of Class |
|---|---|---|---|
| Robert L. Schrader | — (none disclosed) | — | * (<1%) |
- Stock ownership requirements: Non-employee directors must hold 3x annual cash retainer; compliance assessed annually; in 2024 all directors and EMC members met the Stock Requirements .
- Counting rules: Time-based unvested RSUs count; unvested PSUs and options do not; no stock options outstanding for directors as of 12/31/2024 .
- Hedging, pledging, margin accounts prohibited for directors .
Insider Trades
| Item | Status |
|---|---|
| Section 16 reporting applicability | Schrader was a nominee, not a reporting person as of the April 2, 2025 record date |
| Delinquent Section 16(a) Reports | Company reported all required filers were timely for 2024 |
Governance Assessment
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Strengths
- Financial Expert with CFO experience enhances Audit and risk oversight depth; skills matrix evidences relevant expertise (Financial, FS industry, Risk Oversight) .
- Strong governance architecture: independent Board majority, committee charters, ERM with Board-level Risk Oversight, technology and cybersecurity oversight, clawback policy, and prohibitions on hedging/pledging .
- Director compensation mix includes equity and optional stock in lieu of cash, promoting alignment; LTIP guards include minimum vesting and double-trigger CIC protection .
-
Watch items / potential RED FLAGS
- Initial ownership alignment: Schrader disclosed no beneficial ownership at the proxy record date; monitor time-to-compliance with 3x retainer guideline post-election .
- Compensation governance discretion: MD&C Committee normalized EIP PPNI for 2024 and adjusted payouts; while rationale was strategic, investors typically scrutinize adjustments. Continued transparency around performance gating and discretion is advisable .
- No current committee assignment disclosed for the nominee; investors should monitor assignment to Audit or Risk Oversight given his skill profile .
-
Shareholder sentiment
- 2024 Say-on-Pay approval was 88.5%, indicating broad investor support for executive pay programs (context to overall governance and compensation oversight) .
Overall, Schrader’s finance and audit credentials align well with FISI’s board oversight needs, notably in Audit and risk areas. Ownership alignment will need to be built post-election under FISI’s guidelines, and compensation governance should continue to articulate clear, objective performance gating and limited use of discretion to preserve investor confidence .