Robert N. Latella
About Robert N. Latella
Independent director of Financial Institutions, Inc. (FISI) since 2005; former Board Chair (2014–2021) and Vice Chair (2012–2014). Age 82; currently serves on the Executive, Nominating & Governance, and Technology & Data Committees. Career spans legal and operating leadership roles; Of Counsel at Barclay Damon LLP since 2009; prior COO/CFO roles in diversified companies. Education: Fordham College; LLB, Vanderbilt University School of Law; LLM, New York University School of Law. The Board has determined he is independent under Nasdaq and SEC standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Barclay Damon LLP | Of Counsel (Partner 2004–2009) | Of Counsel since 2009 | Legal counsel; prior partnership leadership |
| Integrated Nano-Technologies, LLC | Chief Operating Officer | Not disclosed | Operating leadership |
| Genesee Corporation | Chief Operating Officer; Past Public Company Director | Not disclosed | Operating leadership; public board experience |
| The Case Hoyt Corporation | Chief Financial Officer | Not disclosed | Financial leadership |
| Harter Secrest & Emery LLP | Managing Partner | Not disclosed | Firm leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of Rochester Medical Center | Board Member; Executive Committee; Past Chair | Current | Nonprofit governance |
| Highland Hospital of Rochester | Senior Member; Past Chair | Current | Nonprofit governance |
| Highland Community Development Corporation | Board Member | Current | Community development |
| Highland Living Center | Board Member | Current | Community services |
| The Highlands at Brighton | Board Member | Current | Community services |
| Marine Midland Bank – Rochester | Past Other Company Board | Past | Banking board experience |
Board Governance
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Committee assignments and 2024 meeting cadence: | Committee | Membership | Chair Role | 2024 Meetings | |---|---|---|---| | Executive | Member | No | 7 | | Nominating & Governance | Member | No | 5 | | Technology & Data | Member | No | 4 |
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Independence: Board determined all directors other than the CEO are independent; Latella is independent.
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Attendance: Board met 12 times in 2024; all directors attended more than 75% of Board and applicable committee meetings. All directors attended the prior annual meeting.
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Term/tenure: Director since 2005; term expires 2027.
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Skills matrix: Financial Expert; Financial Services; Nonprofit Board; Public Board; Risk Oversight; M&A experience (no Technology/Digital box ticked).
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Director resignation policy for low support embedded in guidelines (WITHHELD-vote trigger).
Fixed Compensation
| Component (2024) | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash | $55,000 | Aligns with “Other Directors” annual retainers: FII $37,000 + Five Star Bank $18,000 = $55,000 |
| All Other Compensation | $40,000 | One-time additional cash payment for leadership work at request of Executive Committee; MD&C-approved |
| Total Cash | $95,000 | Sum of above |
Retainer schedule (context): “Other Directors” $37,000 (FII) and $18,000 (Bank); Committee chairs receive higher retainers (not applicable to Latella in 2024).
Performance Compensation
Directors receive time-based restricted stock; no performance-linked PSU or option awards for directors.
| Equity Grant (2024 Directors) | Value | Shares | Vesting | Dividends |
|---|---|---|---|---|
| Restricted Stock | $34,997 | 2,001 | 50% at grant; 50% vests day prior to 2025 Annual Meeting contingent on service | No dividends on unvested shares |
Election in lieu of cash: Latella received 708 shares in lieu of a portion of cash retainer in 2024.
Other Directorships & Interlocks
| Type | Entity | Role | Notes |
|---|---|---|---|
| Current public company boards | None disclosed | — | No current public boards identified |
| Past public company boards | Genesee Corporation | Director | Public company experience |
| Other company boards | Marine Midland Bank – Rochester | Board | Banking exposure |
No MD&C Committee interlocks; MD&C members in 2024/2025 listed with independence noted.
Expertise & Qualifications
- Board skills matrix designates Latella with Financial Expert capability consistent with elevated oversight standards; matrix boxes checked for Financial Expert, Financial Services, Nonprofit Board, Public Board, Risk Oversight, and M&A.
- Legal and operating executive experience across law, finance, and corporate operations.
- Education: Fordham; Vanderbilt Law (LLB); NYU Law (LLM).
Equity Ownership
| As of April 2, 2025 | Shares Beneficially Owned | Right to Acquire <60 Days | % of Class | Note |
|---|---|---|---|---|
| Robert N. Latella (Common) | 46,206 | — | <1% | Sole voting/investment power |
Additional alignment:
- Each director held 1,000 unvested restricted shares at 12/31/2024.
- Director stock ownership guideline: 3x annual cash retainer; all directors met requirements in 2024.
- Hedging/derivatives/pledging prohibited for directors and employees.
Governance Assessment
- Strengths: Long-tenured independent director with prior board chair experience; active across Executive, Governance, and Technology & Data; strong attendance; robust equity ownership and compliance with ownership guidelines; restrictive anti-hedging/pledging policy; no related-party transactions >$120,000 beyond ordinary-course insider lending under banking regulations.
- Watch items:
- One-time $40,000 additional cash payment for leadership work is atypical; while MD&C-approved and disclosed, investors should monitor recurrence or expansion of nonstandard director compensation.
- Board opted against age/term limits despite ongoing discussions; with Latella at 82, continued refresh processes and evaluation of contributions remain important signals.
- Technology & Digital Innovation box not ticked in skills matrix; continued committee participation on Technology & Data should be balanced by CIO/CISO briefings and other tech-experienced members.
- Conflicts: Of Counsel role at Barclay Damon LLP noted; proxy discloses no related-party transactions meeting SEC thresholds, and insider loans to directors occurred on market terms without preferential treatment.
Overall, Latella’s governance profile supports board effectiveness (prior chair, multi-committee service, independence, attendance) with acceptable alignment via equity and ownership guidelines; monitor for any recurrence of nonstandard cash awards and continued board refresh given age/term considerations.