Susan R. Holliday
About Susan R. Holliday
Independent Board Chair of Financial Institutions, Inc. (FISI) since 2021; Vice Chair 2020–2021; Director since 2002; age 69 as of April 2, 2025. Background includes CEO of Dumbwaiter Design, LLC (2011–2023) and President & Publisher of the Rochester Business Journal (1988–2016). Education: Cornell University (BA) and MBA from Rochester Institute of Technology (RIT). She signed the 2025 Chair letter emphasizing board refresh, shareholder engagement, and separation of Chair/CEO roles.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dumbwaiter Design, LLC | Chief Executive Officer | 2011–2023 | Led full‑service web/app design; operating executive perspective to board oversight. |
| Rochester Business Journal | President & Publisher | 1988–2016 | Regional business media leadership; stakeholder engagement experience. |
| Key Bank of New York | Board member (past) | Not disclosed | Financial services exposure; potential banking governance insight. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Complemar Partners, Inc. | Current Private Company Board | Not disclosed | Operations/logistics view helpful for tech/data oversight. |
| Rochester Gas & Electric Corp. | Past Public Company Board | Not disclosed | Public utility governance experience. |
| Rochester Institute of Technology | Vice Chair (current nonprofit board) | Not disclosed | Technology/education linkage to board’s tech/data agenda. |
| University of Rochester Medical Center | Past Chair (nonprofit board) | Not disclosed | Healthcare governance, risk/quality oversight experience. |
| Greater Rochester Chamber of Commerce | Past Chair (nonprofit board) | Not disclosed | Business community engagement. |
| Health Care Trustees of New York State; HANYS | Past Chair / current board | Not disclosed | Regulatory and compliance context for risk oversight. |
Board Governance
- Independence: Board determined all directors other than CEO are independent; Holliday is an independent director.
- Roles: Non‑executive Chair of the Board; Chair of the Executive Committee; attends Board Committee meetings as practice.
- Committee assignments (2024): Executive Committee (Chair). Not a formal member of Audit/MD&C/Governance/Risk/Technology committees.
- Board/Committee activity: Board met 12 times in 2024; all directors attended >75% of meetings of the Board and committees on which they served.
- Annual meeting: All directors attended last year’s annual meeting.
- Skills matrix: Holliday marked for Financial Services Industry, Nonprofit Board, Public Board, Risk Oversight, Technology & Digital Innovation, and M&A.
- Governance practices: Separate Chair/CEO; active shareholder engagement; policies on director resignation (majority withhold), stock ownership requirements, clawback, and hedging/pledging prohibitions.
Fixed Compensation
| Component | Details | Amount | Notes |
|---|---|---|---|
| FII Board Annual Retainer (Chair) | Cash | $73,500 | Approved structure for 2024. |
| Five Star Bank Board Annual Retainer (Chair) | Cash | $36,500 | Subsidiary board retainer. |
| 2024 Cash Fees Earned (Holliday) | Cash total | $110,000 | Sum of FII+Bank chair retainers. |
| Car Allowance | Per month | $750 | Chair car allowance in 2024. |
| 2024 “All Other Compensation” (Holliday) | Total | $9,000 | Reflects car allowance paid in 2024. |
| Equity Compensation Election | Optional | Varies | Directors may elect to receive any portion of retainer as common stock. |
Performance Compensation
| Equity Grant | Grant Date | Shares | Fair Value | Vesting | Dividends on Unvested |
|---|---|---|---|---|---|
| Director Restricted Stock | June 5, 2024 | 2,001 | $34,997 | 50% vests on grant; 50% vests day prior to 2025 annual meeting; forfeiture if service ceases | No dividends on unvested shares. |
- Directors also receive an annual restricted share grant valued at $35,000 at the 2024 annual meeting (Holliday grant reflected above); structure aligns pay‑for‑service, not performance metrics.
Other Directorships & Interlocks
| Company/Institution | Type | Status | Potential Interlock/Conflict Note |
|---|---|---|---|
| Rochester Gas & Electric Corp. | Public company | Past | No current related‑party transactions disclosed. |
| Complemar Partners, Inc. | Private company | Current | No related‑party transactions >$120k disclosed in 2024. |
| Key Bank of New York | Bank | Past | General sector experience; no related‑party transactions reported. |
- Related‑party transactions: Company reports none >$120,000; director/officer loans were ordinary course, market terms, consistent with regulations.
Expertise & Qualifications
- Board skills: Financial services industry experience, public company board service, nonprofit board experience, risk oversight, technology/digital innovation, and M&A.
- Education: Cornell University (BA); MBA from Rochester Institute of Technology.
- Career credentials: Publishing executive and tech services CEO; governance leadership across multiple nonprofit boards and a utility board.
Equity Ownership
| Item | Amount/Status |
|---|---|
| Total beneficial ownership (common) | 40,035 shares; less than 1% of outstanding. |
| Unvested restricted stock at 12/31/2024 | 1,000 shares (each director held 1,000). |
| Stock options | None (no director held options as of 12/31/2024). |
| Pledging/hedging | Prohibited for directors and employees. |
| Ownership guidelines | Non‑employee directors must hold ≥3x annual cash retainer. |
| Compliance | All directors met ownership requirements in 2024. |
Governance Assessment
- Board leadership separation and independence are strong; Holliday serves as non‑executive Chair and Executive Committee Chair, with majority independent board and formal policies for director resignation and stock ownership.
- Attendance/engagement: Board met 12 times in 2024 with >75% attendance by all directors; Chair practice includes attending committee meetings; all directors attended the annual meeting—supports effective oversight.
- Compensation alignment: Director pay modest and balanced (cash retainers, small equity grant), with Chair car allowance disclosed; plan features include minimum vesting, no repricing without shareholder approval, double‑trigger CIC, and clawback provisions.
- Shareholder sentiment: Say‑on‑pay approval was 88.5% in 2024, indicating supportive investor posture toward compensation governance.
- Conflicts/related party: No related‑party transactions above disclosure threshold; insider loans at market terms; hedging/pledging prohibited—low conflict risk.
- Risk oversight posture: Robust committee structure (Risk Oversight, Audit, Technology & Data) with clear charters and active management engagement; aligns with Holliday’s skills profile in risk and technology.
- Note on executive compensation adjustments: MD&C normalized 2024 EIP for the Q4 investment securities restructuring and litigation settlement; PSUs projected at 0% for impacted cycles—transparent disclosure, but indicates elevated oversight demands on the board.
Director Compensation Structure Details
| Element | Policy/Details |
|---|---|
| Retainers by role (cash) | FII Chair $73,500; Five Star Bank Chair $36,500; other directors and chair fees disclosed per committee. |
| Equity | Annual restricted stock grant valued at ~$35,000; 50% immediate vest, 50% prior to following annual meeting; unvested shares earn no dividends. |
| Elections | Directors may elect stock in lieu of retainer cash. |
| Plan limits (effective if Second A&R Plan approved) | Combined annual cap $300k for incumbent directors; $500k for Board Chair; minimum one‑year vesting with limited exceptions; no repricing without shareholder approval; clawback; double‑trigger CIC. |
Committee Landscape (Context for Board Effectiveness)
| Committee | 2024 Meetings | Holliday Role |
|---|---|---|
| Executive | 7 | Chair; meets in months without regular Board meetings. |
| Audit | 11 | Not a member (attends as Chair per practice). |
| Risk Oversight | 5 | Not a member (attends as Chair per practice). |
| MD&C | 7 | Not a member (attends as Chair per practice). |
| Governance | 5 | Not a member (attends as Chair per practice). |
| Technology & Data | 4 | Not a member (attends as Chair per practice). |
RED FLAGS and Monitoring Items
- Executive PSU payouts projected at 0% across several cycles post‑restructuring; watch alignment and future plan calibration.
- Discretionary normalization of EIP for restructuring and litigation settlement—explicit rationale provided; investors may scrutinize consistency in future periods.
- Chair car allowance is modest but should remain transparent; any increases or added perquisites could draw attention.
Notes on Shareholder Engagement and Policy
- Holliday’s Chair letter underscores shareholder engagement and board refresh (new nominees, retirement of long‑tenured director), consistent with governance best practices.
- Director resignation policy (majority‑withhold) and ownership requirements (3x retainer) promote accountability and alignment.