Jack Farris
About Jack M. Farris
Independent director since 2015 (10 years of service), age 66 as of Dec 31, 2024. Chair of the Human Resources/Compensation Committee; member of the Risk and Information Technology Committees. Career: 30 years at Verizon, most recently Vice President & Deputy General Counsel, InfoSec & Cybersecurity; founded Practical RM Associates post‑retirement. Education/credentials: undergraduate and law degrees; MS in computer engineering; CISSP (ISC)². Independence: Board identifies only two non‑independent directors (CEO/Chair Maher and COO Lebel); Compensation Committee is entirely independent. Attendance: all directors attended at least 75% of Board/committee meetings; executive sessions of independent directors are held at every regularly scheduled Board meeting.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon Communications, Inc. | Vice President & Deputy General Counsel, InfoSec & Cybersecurity | c. 30 years; retired end of 2018 | Supported IT and information security, global operations security, finance operations, regulatory compliance; led business continuity/pandemic planning; supported significant M&A |
| Practical RM Associates | Founder | Post‑2018 | Provides cyber and risk management services |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed |
Board Governance
- Committee assignments (2024): Chair, Human Resources/Compensation; Member, Risk; Member, Information Technology. Meetings in 2024: Compensation (5), Risk (4), Information Technology (5). Each of these committees is composed of independent directors.
- Independence: Board states only two non‑independent directors (Maher, Lebel); Farris serves on all‑independent committees.
- Attendance and engagement: Board held 11 meetings in 2024; all directors attended at least 75% of Board and relevant committee meetings.
- Lead Independent Director: Anthony R. Coscia (Chair of the Leadership Committee) serves as Lead Director; independent director executive sessions occur at every regularly scheduled Board meeting.
Fixed Compensation
| Component | Amount/Terms | 2024 Detail for Farris |
|---|---|---|
| Annual Bank retainer | $45,000 (cash unless out of compliance) | Included in cash fees |
| Annual Company retainer | $50,000 (cash unless out of compliance) | Included in cash fees |
| Committee chair retainer | $7,500 per entity; $15,000 if joint Bank/Company committee | Compensation Committee is a joint committee → $15,000 |
| Lead Director retainer | $12,500 per entity (if applicable) | N/A |
| Equity grant to non‑employee directors | Company RS (time‑based) ~$50,000; vests 33.3% annually over 3 years starting March 1 following grant | 3,354 RS granted in 2024 (grant-date FV $50,008) |
| 2024 director compensation (Farris) | Fees earned in cash | $110,000 |
| 2024 director compensation (Farris) | Stock awards (grant-date FV) | $50,008 |
| 2024 director compensation (Farris) | All other compensation | $4,317 (cash dividends on vested restricted stock) |
| 2024 director compensation (Farris) | Total | $164,325 |
Performance Compensation
- Directors receive time‑based restricted stock; no performance‑conditioned equity disclosed for directors.
- As Compensation Committee Chair, Farris oversees executive incentive design. 2024 Cash Incentive Plan (CIP) metrics and outcomes:
| Metric (weight) | Threshold | Target | Superior | 2024 Result payout | Weighted payout |
|---|---|---|---|---|---|
| Core Earnings (40%) | $84.6m | $112.8m | $141.0m | 66% | 26.2% |
| Core Efficiency Ratio (20%) | 69.0% | 59.1% | 44.3% | 72% | 14.5% |
| Net Deposit Growth (10%) | -10% | Maintain 7/1/23 level | +10% | 110% | 11.0% |
| Non‑Interest Expense (10%) | $258.8m | $235.2m | $211.7m | 82% | 8.2% |
| Internal Controls (5%) | Qual/quant | 102% | 5.8% | ||
| Regulatory Compliance & Assessments (7.5%) | Qual/quant | 125% | 9.4% | ||
| Shareholders, Customers & Community (7.5%) | Qual/quant | 131% | 9.8% | ||
| Total funding vs target | 84.9% |
- LTI for executives: 50% time‑based and 50% performance‑based RS; performance metrics are 3‑year relative Core ROAA (40%), relative Core EPS growth (40%), and 3‑year TSR (20%) vs KRX; payout 0–150% of target.
Other Directorships & Interlocks
| Company | Role | Committee roles | Potential conflicts/interlocks |
|---|---|---|---|
| — | — | — | No other public company directorships or interlocks disclosed |
Expertise & Qualifications
- Deep information security, cybersecurity, and risk management expertise; former InfoSec & Cybersecurity legal leader at Verizon; legal and regulatory experience; M.S. in computer engineering; CISSP.
- Committee leadership: Chair of Compensation; member Risk and IT committees, aligning expertise to oversight of cyber/technology risk and pay‑for‑performance design.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (3/25/2025) | 36,702 shares (<1%): 19,637 shares owned (ex‑options) + 17,065 options exercisable within 60 days |
| Unvested RS outstanding (director awards) | Included within 5,717 unvested shares (cohort for directors incl. Farris): RS grants of 2,109 (Feb‑2023), 3,354 (Feb‑2024), and 2,778 (Feb‑2025); vest 33.3% per year starting March 1 following grant |
| Options outstanding (12/31/2024) | 13,652 vested & exercisable; 3,413 unvested options (director‑level) |
| Pledging/Hedging | Prohibited absent Board approval; as of 3/25/2025, no pledging by directors or executives |
| Director ownership guidelines | 3× annual Company retainer; all directors in compliance at 12/31/2024 |
Governance Assessment
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Strengths
- Independent director; chairs an independent Compensation Committee; also serves on Risk and IT, aligning his cybersecurity and risk background with key oversight areas.
- Compensation program governance: use of an independent consultant (Meridian) with no conflicts; robust clawback; prohibition on hedging/pledging; double‑trigger CIC; no option repricing; metrics include internal controls and regulatory outcomes.
- Ownership alignment: director stock ownership guidelines met; time‑based equity grants; no share pledging.
- Shareholder support: Say‑on‑Pay votes—2025 For 38,708,307; Against 3,507,798; Abstain 583,025; 2024 For 36,259,390; Against 7,692,922; Abstain 403,031—indicating solid and improving support.
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Risks/Watch points
- Combined CEO/Chair structure persists (mitigated by Lead Independent Director and regular independent executive sessions).
- Tenure is now a decade; some investors scrutinize long tenure for perceived independence erosion, though Board self‑assessments and refreshment are ongoing.
- Attendance disclosure is at the 75% threshold rather than individual rates; no specific Farris shortfalls disclosed.
-
Related‑party/Section 16
- No related‑party transactions involving directors in 2024 (moratorium in place); insider loan disclosures limited to an executive officer; Section 16(a) compliance reported with no director exceptions noted in 2024 and a non‑director late Form 4 noted for 2024.
Appendix: Committee Composition Snapshot (2024)
| Committee | Chair | Members (incl. chair) | 2024 Meetings |
|---|---|---|---|
| Human Resources/Compensation | Jack M. Farris | Farris; Guadagno; Torres; Turner; Wilson‑Scott | 5 |
| Risk | Nicos Katsoulis | Katsoulis; Barros; Farris | 4 |
| Information Technology | Steven M. Scopellite | Scopellite; Farris; Murphy | 5 |