Sandra L. Byers
About Sandra L. Byers
Sandra L. Byers is Senior Vice President, Principal Accounting Officer (PAO) and Controller at Financial Institutions, Inc. (FISI). She was appointed PAO and Controller on March 27, 2024, after serving as Deputy Controller (from Oct 2, 2023) and joining the Company as Assistant Controller in May 2021; she is 56 and holds a B.S. in Accounting from SUNY Buffalo . Her background spans 12 years in banking (First Niagara, HSBC USA, M&T) across Accounting, SEC Reporting and Internal Audit, plus Finance & Treasury at Hardinge, Inc. (2016–2019) and accounting/finance consulting (2019–2021) . Company performance context during 2020–2024 shows TSR rebounding in 2024 and a 2024 net loss tied to a strategic investment securities restructuring; management normalized 2024 EIP results and PSU outcomes were adversely affected (see Performance Compensation) .
Past Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Financial Institutions, Inc. | Senior Vice President, Controller; designated PAO | Appointed Mar 27, 2024 | Elevated upon prior Controller’s retirement . |
| Financial Institutions, Inc. | Deputy Controller | Oct 2, 2023 – Mar 2024 | Transition period ahead of Controller appointment . |
| Financial Institutions, Inc. | Assistant Controller | May 2021 – Oct 2023 | Joined Company in May 2021 . |
| Hardinge, Inc. (global manufacturer) | Finance and Treasury Manager | 2016 – 2019 | Corporate finance/treasury leadership . |
| First Niagara Financial Group; HSBC Bank USA, Inc.; M&T Bank Corporation | Various roles in Accounting, SEC Reporting, Internal Audit | ~2000 – 2012 (12 years in banking) | Early-to-mid career in banking functions . |
| Consulting (Robert Half; Kei Advisors, LLC) | Finance/Accounting consulting roles | 2019 – 2021 | Interim consulting prior to joining FISI . |
External Roles
- No public-company directorships or external board roles were disclosed for Ms. Byers in the 8-K appointing her or the 2024/2025 proxy biographies .
Fixed Compensation
- Not disclosed for Ms. Byers (she is an executive officer but not a Named Executive Officer in the proxy). The Company stated that, in connection with her PAO appointment, she did not enter into any material plan/contract and would not receive any grant or award as a result of the appointment .
Performance Compensation
Company incentive design (applies to NEOs; participation for other executives is not itemized):
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Annual cash EIP: Weighted to PPNI (40%), Total Loan Growth (20%), Non-Public Deposit Growth (20%), Net Charge-Off Ratio (20%); gateway Tier 1 Capital Ratio ≥8.5% (actual 11.2% at 12/31/24) . For 2024, the MD&C Committee normalized PPNI for the investment securities restructuring loss and a litigation settlement; the formulaic pool funded at 62.8% of target .
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Long-term equity LTIP: Mix of time-vested RSUs (three-year cliff) and PSUs tied 50% to three-year Relative ROAE (vs NASDAQ Bank Index) and 50% to three-year average ROAA; Tier 1 capital gateway and minimum performance review apply . 2022 PSU cycle (2022–2024) paid 0% on both metrics given ROAE percentile ~13th and three-year ROAA below threshold (0.48%) amid restructuring impacts .
2024 EIP metrics and results:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Notes |
|---|---|---|---|---|---|---|
| PPNI ($MM) | 40% | 44.87 | 59.83 | 68.80 | 54.47 | Normalized to exclude Q4’24 securities sale loss and litigation provision; contributed 32.8% weighting . |
| Total Loan Growth | 20% | 0.94% | 1.45% | 1.81% | 0.41% | Below threshold; 0% weighting . |
| Non-Public Deposit Growth | 20% | 4.22% | 6.49% | 8.11% | 3.92% | Below threshold; 0% weighting . |
| Net Charge-Off Ratio | 20% | 0.43% | 0.34% | 0.26% | 0.20% | Above maximum; 30.0% weighting . |
LTIP structure and 2024 goals:
| Component | Weight | Gateway | Performance Curve |
|---|---|---|---|
| RSUs (time-vested) | 50% | Continuous employment; three-year cliff vest | Time-based only . |
| PSUs – Relative ROAE | 25% | Tier 1 Capital Ratio ≥8.5%; satisfactory performance review | Threshold 30th percentile, Target 50th, Max 80th (interpolated) . |
| PSUs – ROAA | 25% | Tier 1 Capital Ratio ≥8.5%; satisfactory performance review | Threshold 0.849%, Target 0.884%, Max 0.920% (three-year avg) . |
2022 PSU outcomes (2022–2024 performance period):
| Metric | Result | Payout |
|---|---|---|
| Relative ROAE Percentile | 13th percentile | 0% of target . |
| Three-year average ROAA | 0.48% | 0% of target . |
Equity Ownership & Alignment
- Hedging/pledging prohibitions: Company Insider Trading Policy prohibits pledging, derivatives, and hedging by employees and directors .
- Clawback: Adopted Nasdaq-compliant clawback policy for Section 16 officers; no clawbacks to date .
- Stock ownership guidelines: Directors and EMC executives must retain 100% of acquired shares until guideline met; 5-year time-to-comply removed in 2023; all directors and EMC members met requirements in 2023. Options not outstanding for directors/officers as of Dec 31, 2023 .
- Beneficial ownership disclosure: As of Apr 2, 2025, directors/NEOs and executive officers as a group (21 persons) owned 483,549 common shares (2.40%); Ms. Byers was not individually listed in the named lines of the table .
Employment Terms
| Term | Disclosure |
|---|---|
| Appointment | Appointed PAO and Controller on Mar 27, 2024 . |
| Education | B.S. in Accounting, SUNY Buffalo . |
| Age | 56 (as of appointment disclosure) . |
| Employment agreement | Not identified among executives with change-in-control/severance agreements; agreements are disclosed for CEO, CFO, Chief Commercial Banking Officer, CLO, and CHRO . |
| Compensation/award upon appointment | None – no material plan/contract and no grant/award due to appointment . |
| Clawback applicability | Section 16 officers subject to clawback policy on restatement . |
| Hedging/pledging | Prohibited by policy . |
| Related-party transactions | 2024 proxy reports none above $120,000 involving directors/executives, aside from compensation/ordinary-course loans under standard terms . |
Company Performance Context (Pay vs. Performance Table Extract)
| Year | Value of $100 Investment – FISI TSR | Peer Group TSR (S&P U.S. SmallCap Banks) | Net (Loss) Income ($000) | PPNI ($000) |
|---|---|---|---|---|
| 2020 | 73.99 | 90.82 | 38,332 | 58,551 |
| 2021 | 108.30 | 126.43 | 77,697 | 71,497 |
| 2022 | 86.65 | 111.47 | 56,573 | 66,474 |
| 2023 | 80.80 | 112.03 | 50,264 | 60,440 |
| 2024 | 109.51 | 132.44 | (25,981) | 54,471 |
2024 EIP adjustments: PPNI normalized to exclude Q4’24 securities restructuring loss and litigation provision; PSU projections materially reduced due to restructuring impact .
Investment Implications
- Alignment and downside risk: No hedging/pledging allowed and a clawback policy for Section 16 officers reduce misalignment and forced-sale risks; stock ownership requirements emphasize retention of shares until guidelines are met .
- Retention economics: Ms. Byers received no additional grant/award upon appointment and is not listed among executives with change-in-control agreements, suggesting lower disclosed severance/change-of-control economics relative to NEOs with agreements .
- Incentive sensitivity: Company incentive plans are tightly linked to profitability/capital and credit outcomes (PPNI, ROAA/ROAE, loan/deposit growth, net charge-offs), which can drive variable pay volatility; recent PSU zero payouts highlight high performance sensitivity in stressed conditions .
- Governance signal: 2024 say-on-pay support of 88.5% indicates shareholder acceptance of the pay program design, including recent adjustments to normalize for restructuring-related items .