Robert M. Glaser
About Robert M. Glaser
Independent director since 2014; age 78; term expires 2026. Certified Public Accountant and President of Glaser Consulting, LLC (since 2016); retired Chair of Freed Maxick CPAs, P.C., where he served as partner starting in 1981 and was Chair/Managing Director 1994–2011; earlier career at Price Waterhouse (1968–1981). Education: Canisius College. Committee roles: Audit Committee Chair and member of Executive Committee; designated the Company’s “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glaser Consulting, LLC | President | 2016–present | Strategic consulting; finance and governance expertise |
| Freed Maxick CPAs, P.C. | Chair of the Board; Managing Director; Partner | Partner (1981–); Chair/Managing Director (1994–2011); retired Chair (1994–2015) | Led audit/assurance practice; deep internal controls and reporting experience |
| Price Waterhouse | Professional staff | 1968–1981 | Foundation in public accounting and auditing |
| Erie County Fiscal Stability Authority | Appointed Chair | Past service | Public-sector fiscal oversight |
| Independent Judicial Election Qualification Commission (Eighth Judicial District) | Appointee | Past service | Governance and ethics oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NA Realty Fund II | Board | Current | Private company board service |
| Noco, Inc. | Board | Current | Private company board service |
| Kaleida Health | Audit Committee | Past | Nonprofit audit oversight |
| CPA Associates, Inc.; other nonprofit/cultural boards | Board roles | Past | Community governance engagement |
Board Governance
- Independence: Board and Governance Committee determined all directors except the CEO are independent per SEC/Nasdaq standards; Audit Committee members (including Glaser) affirmed independent, with Glaser designated “audit committee financial expert.”
- Attendance: Board met 12 times in 2024; all directors attended >75% of Board and committee meetings; all directors attended last year’s annual meeting.
- Stock ownership policy: Non-employee directors must hold 3x annual cash retainer; all directors met requirements in 2024. Hedging, pledging, and margin accounts are prohibited.
- Related-party oversight: Audit Committee reviews all potential related party transactions; 2024 disclosed no Item 404(a) related-party transactions >$120,000, and director/insider loans were on ordinary terms without preferential treatment.
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 11 | Financial reporting/internal controls; related party review; auditor oversight; Glaser designated audit committee financial expert |
| Executive | Member | 7 | Strategic planning, M&A/branching proposals; acts between Board meetings |
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned or paid in cash (2024) | $70,000 | Includes Board/Bank service and chair roles per schedule; actual cash paid in 2024 |
| Stock awards (2024) | $34,997 | Restricted share grant under LTIP; aggregate grant-date fair value per ASC 718 |
| All other compensation (2024) | — | No other items disclosed for Glaser |
Standard non-employee director fee schedule (for reference):
| Role | FII Fee (Cash) | Five Star Bank Fee (Cash) |
|---|---|---|
| Chair of Audit Committee | $47,000 | $23,000 |
| Other Director | $37,000 | $18,000 |
Performance Compensation
- Annual director equity grant: Restricted shares valued at $35,000 on June 5, 2024; 50% vest at grant; 50% vest day prior to 2025 annual meeting, forfeiture if service ends; no dividends on unvested shares.
- LTIP structural safeguards: One-year minimum vesting (limited exceptions); director annual award cap $300,000 (incumbent), $500,000 (Chair, new director first-year); options/SARs cannot be repriced without shareholder approval; no discounted awards; no liberal share recycling or change-in-control definitions.
| Equity Detail | Amount / Terms |
|---|---|
| Restricted stock grant-date value (2024) | $34,997 |
| Shares received in lieu of cash (2024) | 2,654 shares |
| Unvested restricted shares at 12/31/2024 | 1,000 shares |
| Stock options outstanding | None |
Other Directorships & Interlocks
- Current private boards: NA Realty Fund II; Noco, Inc.
- Public company boards: None disclosed for Glaser.
- Interlocks/conflicts: Audit Committee reviews related party transactions; 2024 disclosed no Item 404(a) related-party transactions >$120,000; insider loans to directors on ordinary terms.
Expertise & Qualifications
- Designated audit committee financial expert; deep public accounting, audit, and internal control experience (Price Waterhouse; Freed Maxick Chair/Managing Director).
- Board skills matrix: Financial Expert, Financial Services Industry, Nonprofit Board, Risk Oversight, and M&A marked for Glaser.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Right to Acquire (60 days) |
|---|---|---|---|
| Robert M. Glaser (Common) | 46,939 | <1% (20,109,712 shares outstanding) | — |
Policy alignment:
- Director stock ownership requirement: 3x annual cash retainer; all directors met in 2024.
- Hedging/derivatives/pledging prohibited by Insider Trading Policy.
Governance Assessment
-
Strengths
- Seasoned audit chair with CPA credentials and SEC-defined “audit committee financial expert” designation; supports investor confidence in financial reporting and internal controls.
- Clear independence; strong committee-level risk oversight, related-party review, and auditor monitoring; robust Board governance policies (resignation policy, ownership guidelines, clawback for executives).
- Attendance and engagement: Board met 12 times; directors exceeded 75% attendance; all attended annual meeting.
- Director equity grants with minimum vesting and no options; alignment with shareholders; explicit caps and anti-repricing safeguards.
-
Potential Risk Indicators and Red Flags
- Age/tenure: At 78 and on the Board since 2014; while the Board emphasizes refreshment, continued succession planning for audit leadership is prudent.
- External private boards (NA Realty Fund II; Noco, Inc.) could pose potential perceived conflicts if business relationships with the Bank exist; 2024 disclosures show no related-party transactions >$120,000 and insider loans on ordinary terms.
- Broader compensation governance context: MD&C Committee used normalizing adjustments for executive EIP in 2024 due to strategic restructuring/litigation accruals (not director pay); investors may scrutinize discretion, reinforcing the need for rigorous Audit/Governance oversight.
-
Overall implication: Glaser’s audit leadership, independence, and ownership alignment are positives for board effectiveness and investor confidence; monitoring for any undisclosed related-party exposure tied to external roles and continued audit committee succession planning are recommended.
Notes
- All directors may elect cash retainer in stock; Glaser elected 2,654 shares in 2024.
- No director stock options outstanding as of 12/31/2024.
- All directors had 1,000 unvested restricted shares as of 12/31/2024.