Michael N. Vittorio
About Michael N. Vittorio
Independent director since 2021 (age 72), former President (2002) and CEO (2003–2019) of The First of Long Island Corporation and The First National Bank of Long Island, with 45+ years in banking across credit, risk, profitability, M&A and corporate finance. Serves on multiple PEBO board committees and is designated an Audit Committee Financial Expert, reflecting deep financial oversight credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The First of Long Island Corporation | President (2002), CEO (2003–2019), Director (2003–Apr 2020) | 2002–2019 (exec), 2003–Apr 2020 (director) | Led publicly-traded community bank; extensive credit, strategic planning, risk mgmt, and M&A execution |
| The First National Bank of Long Island | President (2002), CEO (2003–2019), Director (2003–Apr 2020) | 2002–2019 (exec), 2003–Apr 2020 (director) | Full-service commercial bank oversight; branch distribution, profitability, branding, team-building |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No current public-company directorships disclosed in PEBO’s 2025 proxy |
Board Governance
- Independence: Board determined Vittorio is independent under Nasdaq rules; Board is 91% independent and chaired by an independent director (Susan D. Rector) .
- Committees: Member, Audit; Compensation; Risk. Audit Committee held 11 meetings; Compensation 6; Risk 6 in 2024 .
- Financial oversight: Designated Audit Committee Financial Expert and “financially sophisticated” under Nasdaq rules .
- Attendance: Board held 11 meetings; each incumbent director attended ≥85% of Board and committee meetings during their service in 2024; all directors attended the 2024 annual meeting .
- Executive sessions: Independent directors met in executive session at each Board meeting; sessions presided over by the Chairman .
- Majority-withheld policy: Directors with more “against” than “for” votes must tender resignation per Corporate Governance Guidelines .
Fixed Compensation
| Component | 2024 Amount | Structure/Notes |
|---|---|---|
| Annual retainer (director) | $92,500 | Paid 50% cash ($46,250) and 50% unrestricted common shares ($46,250). No options; equity is delivered quarterly at grant-date FMV; no additional meeting fees; travel fee policy applies . |
| Chair retainers | $0 | Vittorio is not a committee chair; Audit Chair $12,500, other committee chairs $7,500; Chairman of the Board $50,000 . |
| Travel fees | As incurred | $150 per trip ≥50 miles; reimbursement for >500 miles round trip or overnight stays in lieu of $150 fee . |
2025 changes effective April 1, 2025: director annual retainer increased to $105,000; Audit Chair to $20,000; other committee chairs to $10,000; Chairman of the Board to $60,000 .
Performance Compensation
| Item | 2024 | Notes |
|---|---|---|
| Non-equity incentive plan | $0 | Directors do not receive performance-based cash incentives . |
| Option awards | $0 | No options granted to directors in 2024; equity delivered as unrestricted common shares . |
| Equity award cap (policy) | $150,000 max per director per fiscal year | Plan-level cap under the Fourth Amended and Restated 2006 Equity Plan . |
| Performance metrics | N/A | No TSR/financial/ESG metrics tied to director pay disclosed; compensation is cash + unrestricted stock retainer . |
Other Directorships & Interlocks
| Company | Relationship | Potential Interlock/Conflict Notes |
|---|---|---|
| The First of Long Island Corporation | Former CEO/Director | Prior competitor-bank leadership; no current roles; no conflicts disclosed at PEBO . |
Expertise & Qualifications
- Banking industry leadership: 17 years as CEO of a publicly-traded community bank; extensive commercial and real estate credit, strategic execution, and profitability management .
- Financial oversight: Audit/financial reporting expertise; designated Audit Committee Financial Expert; risk management depth .
- Governance and compensation: Experience aligning pay with performance and board governance processes .
- Board skills matrix: Banking, Audit/Financial Reporting, M&A, Risk Management, Compensation/Human Capital, Corporate Governance checked for Vittorio .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Feb 24, 2025) | 8,935 common shares; sole voting/investment power includes 2,242 shares held in an investment account; <1% of class . |
| Additional share interests (Deferred Director Plan stock account) | None reported for Vittorio; no 2024 deferred comp earnings shown . |
| Ownership guidelines | Must own ≥3× annual base director retainer within 5 years of initial election (2021 → by 2026) . |
| Hedging/pledging | Prohibited by Insider Trading Policy for all directors (no margin, puts/calls, short-term trading, pledging) . |
Governance Assessment
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Strengths:
- Independent director serving on three core oversight committees (Audit, Compensation, Risk), with Audit Committee Financial Expert designation—supports robust financial and risk oversight .
- Strong attendance and engagement; independent board leadership with regular executive sessions—positive for board effectiveness .
- Director pay delivered half in unrestricted stock—enhances alignment; clear ownership guidelines and prohibition of hedging/pledging—reduces misalignment risk .
-
Watch items:
- Ownership stake is modest (<1%); compliance status with 3× retainer guideline not disclosed—monitor accumulation trajectory through 2026 deadline .
- Related-party banking transactions exist at the bank level under Reg O and policy oversight; no Vittorio-specific transactions disclosed—continue monitoring for any future disclosures .
-
Red flags:
- None disclosed for legal proceedings, delinquent Section 16 filings, or director-specific related-party transactions; all Section 16 filings believed timely in 2024 .
- No option repricings, tax gross-ups, or discretionary bonuses for directors; director compensation structure is standardized .
Overall signal: Independent, financially sophisticated oversight across key committees with solid engagement and a straightforward, alignment-oriented director pay structure; maintain focus on ownership guideline progress and any future related-party disclosures.