Melanie Littlejohn
About Melanie Littlejohn
Independent director since 2016 (current term expires 2025), age 60 as of April 11, 2025. President & CEO of the Central New York Community Foundation (since March 1, 2024), formerly Vice President of Customer & Community Engagement at National Grid for nearly 30 years; MBA from Syracuse University and BA from SUNY Stony Brook. The Board deems her independent under NASDAQ rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Grid | Vice President, Customer & Community Engagement | ~30 years | Led engagement with customers, policymakers; drove customer satisfaction, safety, reliability, emergency management, economic development; designed/delivered CSR program (revitalization, environmental justice, social equity, workforce). |
| Urban League of Onondaga County | Executive Director | N/A | Leadership of community organization. |
| Bankers Trust Company (Wall St.) | Manager, International Client Services | N/A | Managed international client services. |
External Roles
| Organization | Role | Tenure | Notes/Interlocks |
|---|---|---|---|
| Central New York Community Foundation | President & CEO | Since Mar 1, 2024 | Public charity; donor funds to regional needs; governance prominence; no PBHC transactions disclosed. |
| Micron Community Engagement Committee | Co-Chair | Current | Guides community investment strategy; no PBHC transactions disclosed. |
| Onondaga Community College | Board Trustee & Vice Chair | Current | Higher-ed governance; civic leadership. |
| CenterState CEO | Board Member | Current | Regional business leadership; no PBHC transactions disclosed. |
Board Governance
- Committees: Audit Committee member; Nominating & Governance Committee member; Directors’ Loan Review Committee member. Not a chair.
- Independence: Independent director under NASDAQ listing requirements; independent directors hold executive sessions at least twice per year.
- Attendance: In 2024, the Board held 12 regular and 1 special meeting; no director attended fewer than 75% of Board and committee meetings. Eight directors attended the 2024 annual meeting.
- Director term structure: Classified board; Littlejohn nominated for re‑election to a three‑year term ending 2028.
Fixed Compensation
| Component | Value | Notes |
|---|---|---|
| Annual director retainer (cash) | $20,000 | Paid to each non‑employee director. |
| Board meeting fee (cash) | $800 per meeting | All directors. |
| Committee meeting fee (cash) | $600 per meeting | All committees except Directors’ Loan Committee. |
| Directors’ Loan Committee fee (cash) | $300 per meeting | Specific committee. |
| Additional retainers (chairs) | $10,100 (Board Chair), $4,100 (Audit Chair), $100 per meeting (other chairs) | Not applicable to Littlejohn. |
| Littlejohn — total 2024 fees earned | $35,700 | No perquisites >$10,000; no deferred fee earnings. |
Performance Compensation
| Performance Element | Disclosure for Directors | Littlejohn — 2024 Detail |
|---|---|---|
| Annual performance bonus metrics | Not applicable to directors | None disclosed. |
| Equity awards (RSUs/PSUs) | Plan permits grants, but 2024/Jan 2025 issuances targeted senior executive officers; no director grants disclosed | No director RSUs/PSUs disclosed; outstanding legacy options only. |
| Option awards (new) | Company did not grant stock options in 2024 to executives; no director option grants disclosed | No new options; 8,787 outstanding options at 12/31/2024. |
Other Directorships & Interlocks
| Company/Entity | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Central New York Community Foundation | No | President & CEO | Philanthropic; no PBHC related‑party transactions disclosed. |
| Micron Community Engagement Committee | No | Co‑Chair | Regional influence; no PBHC transactions disclosed. |
| Onondaga Community College | No | Trustee & Vice Chair | Civic role; no conflict disclosed. |
| CenterState CEO | No | Board Member | Business association; no conflict disclosed. |
Expertise & Qualifications
- MBA (Syracuse University); BA (SUNY Stony Brook).
- Deep customer/community engagement leadership; emergency management, economic development and CSR design/delivery.
- Recognitions: 2022 Woman of Prestige (Yva Jourdan Foundation); 2019 Wisdom Keeper (FOCUS Greater Syracuse); mentoring/speaking at Syracuse University.
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Total beneficial ownership | 12,302 shares | Includes options exercisable within 60 days. |
| Unexercised stock options included in beneficial ownership | 8,787 | Outstanding at 12/31/2024. |
| Percent of outstanding voting common | 0.3% | Computed by company as of 4,761,182 outstanding. |
| Shares with sole voting/investment power | 3,515 | Footnote disclosure. |
| Shares pledged as collateral | None | Company states none pledged by directors/NEOs/nominees. |
| Hedging/pledging policy | Prohibited for directors and NEOs | Anti‑hedging/anti‑pledging in Insider Trading Policy. |
Governance Assessment
- Strengths: Independent status; active on Audit and Nominating/Governance committees; at least 75% attendance threshold met; modest, cash‑based director pay; anti‑hedging/anti‑pledging policy; no related‑party transactions or preferential loans disclosed for Littlejohn.
- Alignment: Holds 12,302 shares including 8,787 options; small percent of outstanding (0.3%); no pledging; equity exposure via legacy options, not new grants.
- Potential risks/flags: None identified specific to Littlejohn in related‑party or compensation practices; company disclosed certain related‑party arrangements with another director (Funiciello), not involving Littlejohn. Independent directors hold executive sessions at least twice/year, supporting oversight.
Overall, Littlejohn’s profile supports board effectiveness and investor confidence through independence, community/economic development expertise, and committee engagement; absence of conflicts and conservative director pay structure reduce governance risk.