Samuel J. Burruano, Jr.
Executive Vice President, Chief Legal Officer and Corporate Secretary at FINANCIAL INSTITUTIONS
Executive
About Samuel J. Burruano, Jr.
Executive Vice President, Chief Legal Officer and Corporate Secretary at Financial Institutions, Inc. (FISI) since February 2021; joined FISI in 2016, progressing from Assistant General Counsel and Director of Regulatory Compliance (2016) to Deputy General Counsel and Corporate Secretary (2018), then SVP, General Counsel and Corporate Secretary (Dec 2019–Feb 2021) . Age 56 as of April 2, 2025; has practiced law since 1993 with prior roles at First Niagara Bank, N.A. (2011–2016) and Hiscock & Barclay, LLP (1993–2011) . 2024 firm performance under the Executive Incentive Plan (EIP) measured by PPNI, Loan Growth, Non-Public Deposit Growth, and Net Charge-Offs produced a 62.8% pool achievement; PPNI came in between threshold and target, Loan Growth and Non-Public Deposit Growth below threshold, and Net Charge-Offs above maximum, framing the link between annual incentives and operating results . Governance guardrails include a clawback policy for Section 16 officers, and strict prohibitions on pledging and hedging of company stock .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Financial Institutions, Inc. / Five Star Bank | EVP, Chief Legal Officer & Corporate Secretary | 2021–present | Executive legal, governance, and transactional leadership; oversight of legal response to Q1’24 deposit-related fraud; supported $100M equity raise and BaaS wind-down . |
| Financial Institutions, Inc. / Five Star Bank | SVP, General Counsel & Corporate Secretary | 2019–2021 | Chief legal and governance officer responsibilities . |
| Financial Institutions, Inc. / Five Star Bank | Deputy General Counsel & Corporate Secretary | 2018–2019 | Escalated corporate secretary and legal advisory duties . |
| Financial Institutions, Inc. / Five Star Bank | Assistant General Counsel & Director of Regulatory Compliance | 2016–2018 | Built/led regulatory compliance and legal advisory function . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| First Niagara Bank, N.A. | Assistant General Counsel, Retail Services; Assistant Corporate Secretary (Legal Department roles) | 2011–2016 | Bank regulatory and retail legal support; corporate governance support . |
| Hiscock & Barclay, LLP | Attorney (associate to partner) | 1993–2011 | Financial services legal advisory; advanced to partner . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 259,520 | 276,517 | 294,979 |
| Base Salary Year-End Rate ($) | — | — | 296,640 (3% increase from $288,000) |
| All Other Compensation ($) | 9,690 | 10,290 | 11,322 (vehicle stipend $9,000; group term life $2,322; no club memberships) |
| Pension: Change in PVAB ($) | 94 | 20,424 | 14,501 |
| Pension: PV of Accrued Benefit at 12/31/24 ($) | — | — | 108,119; years credited: 8.0 |
Notes
- 2024 base pay adjustments: 3% awarded on March 4, 2024 across NEOs based on 2023 performance and labor cost trends .
Performance Compensation
2024 Executive Incentive Plan (EIP) Structure and Results
| Performance Measure | Weight | Threshold | Target | Maximum | Actual Result | Weighted Performance |
|---|---|---|---|---|---|---|
| PPNI ($MM) | 40% | 44.87 | 59.83 | 68.80 | 54.47 | 32.8% |
| Total Loan Growth | 20% | 0.94% | 1.45% | 1.81% | 0.41% | — (below threshold) |
| Non-Public Deposit Growth | 20% | 4.22% | 6.49% | 8.11% | 3.92% | — (below threshold) |
| Net Charge-Off Ratio | 20% | 0.43% | 0.34% | 0.26% | 0.20% | 30.0% |
Additional EIP design details
- EVP target opportunity: 35% of salary (threshold 17.5%, max 52.5%), subject to gateway capital ratio and employment conditions; 2024 bank Tier 1 Capital gateway set at 8.5% and met at 11.2% .
- EIP metrics for 2024 emphasize PPNI, growth (loans, non-public deposits), and credit quality; individual scorecard-based discretion can adjust awards within the pool .
2024 EIP Award – Samuel J. Burruano, Jr.
| Base Salary | Target Award % | Award % Achievement | Calculated Award ($) | Individual Performance Adjustment ($) | Total Incentive ($) |
|---|---|---|---|---|---|
| 296,640 | 35.0% | 62.8% | 65,238 | 15,745 | 80,983 |
Individual goal highlights (basis for adjustment)
- Led legal response to Q1’24 deposit-related fraud; supported $100M equity raise; advised BaaS wind-down; co-managed insurance subsidiary sale with CFO, generating tangible equity accretion .
Long-Term Equity (LTIP) – 2024 Grants and Design
- Mix at target: RSUs 50%; PSUs 50% (25% Relative ROAE PSU; 25% ROAA PSU); gateway capital requirements apply; no stock options granted .
- Dividend policy: No dividends or equivalents on unvested equity awards .
2024 Grants to Samuel J. Burruano, Jr. (Grant Date 3/7/2024)
| Instrument | Metric | Shares/Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | Time-based | 3,110 | 48,485 | Cliff vest on 3rd anniversary (3/7/2027), continued service required . |
| PSU | Relative ROAE | Target 1,555; Thr 778; Max 2,333 | 24,242 | Vests 3/1/2027, subject to gateway and relative ROAE goals; continued service . |
| PSU | ROAA | Target 1,555; Thr 778; Max 2,333 | 24,242 | Vests 3/1/2027, subject to gateway and ROAA goals; continued service . |
Vesting outlook
- Company disclosure projects PSUs granted in 2022, 2023, and 2024 across ROAA and Relative ROAE to vest below threshold (0%) due to the 2024 investment securities restructuring; consequently, these PSUs are not expected to become vested or earned .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (4/2/2025) | 13,692 common shares; <1% of class outstanding . |
| Ownership Guidelines | Executive Vice Presidents must hold 1.5x annual base salary; all EMC members met requirements in 2024 . |
| Hedging/Pledging | Prohibited for all employees and directors; no margin accounts or derivatives . |
| Options | Company does not currently grant options; no options held by officers as of 12/31/2024 . |
Outstanding Unvested Equity at 12/31/2024
| Instrument | Units | Market Value ($) at $27.29 | Vesting Detail |
|---|---|---|---|
| RSUs | 7,918 | 216,082 | 2,392 vest 3/16/2025; 2,416 vest 3/21/2026; 3,110 vest 3/7/2027 . |
| PSUs (unearned) | 3,110 | 84,872 | Scheduled vest 3/1/2027, subject to goals; PSUs currently projected at 0% vesting across 2022–2024 cohorts . |
Employment Terms
Change-in-Control (CIC) Employment Agreement (key terms)
- Protection Period: 6 months before to 24 months after a CIC; initial term 3 years with automatic 1-year renewals unless notice ≥90 days pre-expiry .
- Cash Severance on qualifying termination within Protection Period: 2.00x for Burruano of (prior calendar year base salary + 3-year average cash incentive), paid in lump sum within 10 days of termination; health/dental continuation up to 24 months .
- Equity: Immediate vesting of RSUs/PSUs at the greater of target or actual performance through termination; RSUs/PSUs paid as soon as practicable post-termination .
- Restrictive Covenants: Non-compete and non-solicit apply; if severance/benefits are payable, restrictions extend 18 months post-termination for Burruano (otherwise 6 months) .
- 280G Cutback: Benefits reduced to avoid excise tax if necessary; no tax gross-ups .
Potential Payments on Termination at 12/31/2024 (illustrative)
| Scenario | Pay Continuation ($) | Equity Acceleration ($) | Health Benefits ($) | Total ($) |
|---|---|---|---|---|
| CIC + Qualifying Termination | 775,830 | 404,874 (valued at $27.29) | — | 1,180,704 |
| Death/Disability | — | 404,874 | — | 404,874 |
Clawback Policy
- Company adopted SEC/Nasdaq-aligned clawback for incentive-based compensation for Section 16 officers covering the three completed fiscal years preceding any required restatement; no clawback actions to date .
Multi-Year Compensation Summary (SCT)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 259,520 | 276,517 | 294,979 |
| Stock Awards ($) | 111,060 | 80,501 | 96,970 |
| Non-Equity Incentive ($) | 82,281 | 93,477 | 80,983 |
| Change in Pension Value ($) | 94 | 20,424 | 14,501 |
| All Other Compensation ($) | 9,690 | 10,290 | 11,322 |
| Total ($) | 462,645 | 481,210 | 498,754 |
Investment Implications
- Pay-for-performance linkage is intact but conservative: 2024 EIP paid at 62.8% of target with Burruano earning 27.3% of base salary after individual adjustment, reflecting mixed growth outcomes and strong credit quality; continued emphasis on capital gateway and PPNI aligns with balance sheet repair priorities .
- LTIP downside risk realized: company projects 0% vesting for PSUs across 2022–2024 cohorts (ROAA and Relative ROAE) following the 2024 securities restructuring, reducing near-term equity windfalls and aligning realized pay with performance headwinds .
- Near-term vesting and potential selling pressure: 7,918 RSUs scheduled to vest across March 2025, March 2026, and March 2027; while hedging/pledging is prohibited, scheduled vesting creates identifiable liquidity windows that investors may monitor for supply dynamics .
- Retention risk appears moderated: CIC protection at 2.0x salary+bonus (24 months) with double-trigger equity acceleration and 18-month restrictive covenants provides stability without excessive shareholder-unfriendly features (no gross-ups; 280G cutback) .
- Alignment and governance: ownership guidelines (1.5x salary for EVPs) were met; no options outstanding; no dividends on unvested equity; comprehensive clawback in place—collectively supportive of shareholder alignment and disciplined risk-taking .
Citations
- 2025 DEF 14A (File date Apr 14, 2025):