W. Jack Plants II
About W. Jack Plants II
W. Jack Plants II, age 41 as of April 2, 2025, is Executive Vice President, Chief Financial Officer and Treasurer of Financial Institutions, Inc. (“FII”) and Five Star Bank, serving as CFO since 2021 and promoted to EVP in December 2022; he joined the Bank in December 2019 as SVP, Corporate Treasurer . His remit spans financial planning and analysis, accounting, tax, investor/external relations, treasury, operations and technology . Company performance under his finance leadership included executing a December 2024 balance sheet restructuring following an oversubscribed equity raise, with 2024 Pay Versus Performance showing TSR value of $109.51 on a $100 base, net loss of $(25,981) thousand driven by the restructuring, and Company-selected PPNI of $54,471 thousand; management expects improved NIM and earnings in 2025 from the restructuring .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Financial Institutions, Inc. / Five Star Bank | SVP, Corporate Treasurer (joined Dec 2019) → CFO (2021) → EVP (Dec 2022) | 2019–present | Co-led 2024 equity offering and balance sheet restructuring; implemented capital stress testing framework and formal Capital & Dividend Policy; led BaaS wind-down evaluation . |
| United Bank | Senior Vice President and Treasurer; progressed from Treasury Manager | 7-year tenure (years not disclosed) | Treasury leadership and balance sheet management experience . |
| GE Capital / GE Commercial Finance | Treasury and credit roles | Not disclosed | Corporate finance and risk experience . |
| Five Star Bank (earlier career) | Treasury/credit roles | Not disclosed | Prior institutional familiarity and banking operations exposure . |
External Roles
No external public company directorships or committee roles for Plants were disclosed in the proxy or filings .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 298,967 | 331,339 | 359,198 |
| Stock Awards ($) | 123,505 | 96,561 | 118,110 |
| Non-Equity Incentive Plan (Cash) ($) | 110,585 | 130,089 | 112,701 |
| Change in Pension Value ($) | — | 17,237 | 7,260 |
| All Other Compensation ($) | 10,151 | 12,809 | 19,351 |
| Total ($) | 543,208 | 588,035 | 616,620 |
| Base Salary Level | 12/31/2023 | 12/31/2024 | Change |
|---|---|---|---|
| Annual Base ($) | 350,700 | 361,221 | +3.0% (merit on Mar 4, 2024) |
| Perquisites (2024) | Amount ($) |
|---|---|
| Vehicle stipend ($750/month) | 9,000 |
| Club memberships | 9,811 |
| Group term life insurance (taxable portion) | 540 |
| Pension Participation | Present Value of Accumulated Benefit ($) at 12/31/2024 |
|---|---|
| New York Bankers Retirement Plan (Tier 2 cash balance for Plants) | 59,527 |
Performance Compensation
| 2024 Executive Incentive Plan (EIP) | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|
| Award Opportunity (% of Salary) | 20.0% | 40.0% | 60.0% | 31.2% (paid $112,701) |
| 2024 EIP Metrics | Weight | Threshold | Target | Maximum | Actual | Weighted Performance |
|---|---|---|---|---|---|---|
| Pre-Provision Net Income (PPNI, $MM) | 40% | 44.87 | 59.83 | 68.80 | 54.47 (normalized) | 32.8% |
| Total Loan Growth (%) | 20% | 0.94 | 1.45 | 1.81 | 0.41 | — (below threshold) |
| Non-Public Deposit Growth (%) | 20% | 4.22 | 6.49 | 8.11 | 3.92 | — (below threshold) |
| Net Charge-Off Ratio (%) | 20% | 0.43 | 0.34 | 0.26 | 0.20 | 30.0% |
| 2024 Long-Term Incentive Plan Awards (Granted Mar 7, 2024) | Grant Units | Grant Date FV ($) | Vesting |
|---|---|---|---|
| Time-based RSUs | 3,788 | 59,055 | Cliff vest 3 years from grant (Mar 7, 2027) |
| PSUs – ROAA metric | Target 3,788; Threshold 1,894; Max 5,682 | 29,527 (tranche) | Earn-out based on 3-year avg ROAA with vest on Mar 1, 2027 |
| PSUs – Relative ROAE metric | Target 3,788; Threshold 1,894; Max 5,682 | 29,527 (tranche) | Earn-out vs NASDAQ Bank Index percentile; vest Mar 1, 2027 |
| 2022 PSU Results (Performance Period 2022–2024) | Metric | Scale | Company Result | Payout |
|---|---|---|---|---|
| Relative ROAE vs NASDAQ Bank Index | <30th pct → 0%; 50th → 100%; 80th → 150% | 13th percentile; 3-year ROAE 5.03% | 0% | |
| 3-year avg ROAA | Threshold 0.993% → 25%; Target 1.013% → 100%; Max 1.054% → 150% | 0.48% (below threshold) | 0% |
Equity Ownership & Alignment
| Beneficial Ownership (as of Apr 2, 2025) | Common Shares | % of Class | Options Held |
|---|---|---|---|
| W. Jack Plants II | 12,061 | <1% | None (no officers/directors held options as of Dec 31, 2024) |
| Unvested Equity at Dec 31, 2024 | Units | Vest Dates | Market Value ($) at $27.29 |
|---|---|---|---|
| RSUs | 9,290 | 2,604 (Mar 16, 2025); 2,898 (Mar 21, 2026); 3,788 (Mar 7, 2027) | 253,524 |
| PSUs (shown at threshold for disclosure) | 3,742 | Various PSU tranches; projected below-threshold (0%) post restructuring | 102,119 |
- Stock ownership requirements: Executive Vice Presidents must hold 1.5x annual base salary; all EMC members met requirements in 2024 .
- Hedging/pledging: Derivatives trading, pledging, hedging, and margin holding of company stock are prohibited .
- Clawback: SEC/Nasdaq-compliant clawback adopted; recovery of erroneously awarded incentive compensation for prior three fiscal years upon material restatement; no clawbacks to date .
Employment Terms
| Provision | Key Terms |
|---|---|
| Agreement term | Initial 3-year term; auto-renews in 1-year increments unless noticed 90+ days before expiration . |
| Change-in-control (CIC) trigger | Double trigger: CIC plus termination without cause or voluntary for “good reason” within −6 to +24 months window . |
| CIC cash multiple | 2.00x of prior-year base plus average of last 3 years’ annual cash incentive; paid over 24 months . |
| Benefits continuation | Health/dental for up to 24 months post-CIC termination . |
| Equity acceleration | RSUs/PSUs vest immediately; PSUs vest at greater of target or actual through termination date . |
| Non-compete / non-solicit | If severance applies: 18 months; otherwise: 6 months post-termination . |
| 280G cutback | Payments reduced to avoid 4999 excise tax (280G) if applicable . |
| Potential Payments (as of Dec 31, 2024) | Termination Without Cause or For Good Reason Following CIC ($) | Death/Disability ($) |
|---|---|---|
| Pay Continuation | 970,759 | — |
| Equity Award Vesting | 479,758 | 479,758 |
| Health Benefits Continuation | 37,871 | — |
| Total | 1,488,388 | 479,758 |
Performance & Track Record
| Company Performance Snapshots | 2024 |
|---|---|
| TSR value of $100 initial investment | $109.51 |
| Net (Loss) Income ($’000) | (25,981) |
| Company-selected measure (PPNI, $’000) | 54,471 |
- 2024 achievements and execution: Led oversubscribed common stock offering netting ~$108.6 million and subsequent investment securities portfolio restructuring; co-managed sale of insurance subsidiary (after-tax gain ~$11.2 million before selling costs), and drove capital stress testing and policy updates; led BaaS wind-down evaluation and deposit repricing initiative .
- 2025 operating trajectory: Net interest margin expanded to 3.65% in Q3 2025 with record quarterly net interest income ($51.8 million), improved ROAA to 1.32% and ROE to ~13.3%; management commentary underscores prudent balance sheet management and positive operating leverage .
Compensation Structure Analysis
- Equity mix increase: 2024 long-term awards raised to 20% RSUs and 20% target PSUs of base salary for NEOs (Plants had 20%/20%), aligning with peer benchmarking; prior year grants were 17.5%/17.5% .
- EIP normalization: MD&C adjusted 2024 PPNI to exclude the investment securities restructuring and litigation settlement as extraordinary, reflecting long-term value focus while maintaining the capital ratio gateway; EIP pool funded at 62.8% of target with discretionary individual/team modifiers; Plants received $112,701 .
- PSU downside risk realized: 2022 PSU tranches paid 0% on both ROAA and Relative ROAE due to 2024 restructuring impact; projections for 2023/2024 PSU tranches similarly below threshold, creating limited near-term equity payout risk and sharpening future grant considerations .
Equity Ownership & Alignment
- Ownership skin-in-the-game: Plants beneficially owns 12,061 common shares (<1%); unvested RSUs total 9,290 with staggered vesting through 2027; PSUs currently projected at 0% vesting from restructuring impact; no stock options held .
- Alignment policies: EVP stock ownership requirement of 1.5x base salary met in 2024; strict prohibition on hedging/pledging enhances alignment and reduces counterparty/liquidity risk from collateralized share pledges .
Say-on-Pay & Peer Benchmarking
- Say-on-Pay support: 88.5% of votes cast approved NEO compensation at 2024 annual meeting, indicating shareholder alignment with program design .
- Peer groups: Detailed peer sets used for 2024 and updated for 2025 decisions; MD&C employs independent consultant (Aon) and CRO certification to mitigate incentive risk .
Investment Implications
- Compensation-performance alignment: Normalization of EIP for extraordinary items balanced with strict capital gateway and risk controls; PSU zero payouts demonstrate willingness to let performance equity lapse when targets are not met—reducing pay inflation risk but potentially affecting retention if future awards are not recalibrated .
- Insider selling pressure: RSU cliff vesting cycles in March 2025/2026/2027 create potential windows for liquidity events; PSU projections at 0% reduce incremental selling pressure from performance equity near-term .
- Governance and risk posture: Strong controls (clawback, hedging/pledging ban, CRO certifications) and elevated ownership requirements reduce misalignment risks; CIC terms (2.0x cash multiple, 18-month non-compete) are moderate for a regional bank and include double-trigger protections, limiting entrenchment concerns .
- Execution track record: Finance-led capital actions and portfolio restructuring set up improved NIM and profitability in 2025; third-quarter 2025 metrics and CFO commentary reflect positive operating leverage and disciplined credit, supporting confidence in continued value creation .