Amy Vieney
About Amy Vieney
Amy E. Vieney is Senior Vice President and Chief Human Resource Officer (CHRO) of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company; age 50; joined Peoples in June 2022 after serving as Senior Director, Human Resources at St. Luke’s University Health Network (Dec 2017–Jun 2022) . Company policies for executive officers include a share ownership guideline of at least 2x base salary within five years and a prohibition on hedging/monetization of Company securities . In 2024, Vieney filed one late Form 3 and one late Form 4 under Section 16(a) (administrative compliance note) . At the Company level, compensation programs link pay to EPS growth, revenue growth, asset growth and asset quality, among other metrics; PFIS indicated these were the most important measures aligning pay and performance in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| St. Luke’s University Health Network | Senior Director, Human Resources | Dec 2017–Jun 2022 | — |
External Roles
— (No external directorships or outside board roles disclosed for Vieney in the proxy excerpts reviewed) .
Fixed Compensation
- Vieney is an executive officer but not listed among the Company’s “named executive officers” (NEOs) whose detailed compensation is disclosed (2024 NEOs: Best, Anderson, Tulaney, Koplin, Kirtley), so specific salary/bonus amounts for Vieney are not provided in the proxy .
- Company framework: base salary is the foundation for incentive targets; cash incentives and equity are administered under policies set by the Compensation Committee .
Performance Compensation
Company incentive structures (framework applicable to executive officers; individual CHRO targets/payouts for Vieney are not disclosed):
- Most important measures linking compensation actually paid to performance (2024): EPS growth; revenue growth; asset growth; expense-to-asset ratio; loan growth; deposit growth; ratio of non-performing assets to average loans plus OREO; ratio of net charge-offs to average loans .
- 2024 approach: Due to the FNCB merger, the Compensation Committee did not set specific performance goals and used discretion under the Cash Incentive Plan to award bonuses .
- Equity mix: In 2024, long-term incentives consisted solely of time-vested restricted stock (historically a 70% PSUs / 30% time-vested mix); time-vested awards vest ratably over three years, reinforcing ownership/retention; the Committee expects to revisit the design in 2025 .
2023 Company performance goal framework (illustrative of metric design and payouts used for NEOs):
| Metric | Target | Actual | Weighting (% of total) | Earned |
|---|---|---|---|---|
| EPS ($) | 4.97 | 3.83 | 35% | — |
| Revenue ($000) | 113,483 | 100,887 | 10% | — |
| Expense to Asset Ratio (%) | 1.83 | 1.79 | 10% | 10% |
| Loan Growth ($000) | 2,902,238 | 2,849,897 | 10% | — |
| Deposit Growth ($000) | 3,238,877 | 3,279,037 | 10% | 10% |
| Asset Growth ($000) | 3,717,061 | 3,742,289 | 10% | 10% |
| Non-performing assets/Avg. loans + OREO (%) | 0.21 | 0.17 | 7.5% | 7.5% |
| Net charge-offs/average loans (%) | 0.09 | 0.10 | 7.5% | — |
| Total | — | — | 100% | 37.5% |
Clawbacks and governance:
- Cash Incentive Plan includes clawback provisions; the Company maintains a compensation recoupment policy and adopted a Dodd-Frank-compliant clawback policy in 2023 .
Equity Ownership & Alignment
- Ownership guideline: Executive officers who receive equity awards are expected to beneficially own Company shares with fair market value ≥ 2x annual base salary within five years .
- Hedging policy: Directors, officers, employees, and related persons are prohibited from hedging or monetization transactions involving PFIS securities .
- Section 16 compliance: Vieney filed one late Form 3 and one late Form 4 for 2024 (administrative timing issue) .
- Security Ownership table in the proxy discloses individual director/NEO holdings and the aggregate holdings of all directors/executive officers (803,421.3804 shares; 8.0%) but does not list Vieney individually among NEOs; individual ownership for Vieney is not itemized in the reviewed excerpt .
Employment Terms
- Role and tenure: Senior Vice President & CHRO since June 2022 .
- Severance/change-in-control: The proxy describes severance and change-in-control provisions for named executive officers with employment agreements, including accelerated vesting and specified benefits; individual agreement terms for Vieney are not disclosed in the reviewed materials .
- Stock ownership and compliance window: Five years to meet ownership guideline (≥ 2x base salary) .
- Trading restrictions: Hedging/monetization prohibited by policy .
Performance & Track Record (Company-level context during Vieney’s tenure)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues (USD) | $11,845,000 | $14,133,000* | $18,336,000 |
Values retrieved from S&P Global.
- Value retrieved from S&P Global.
Notes:
- The Company’s compensation discussion emphasizes alignment to EPS, revenue, asset growth and asset quality measures for incentive programs .
- 2024 incentives were discretionary due to merger timing, and equity awards were time-vested only (three-year vesting), increasing retention value and potentially reducing performance sensitivity in the short term .
Compensation Committee Analysis
- The Compensation Committee met seven times in 2024; oversees executive pay, incentive programs, equity awards, agreements, benefits, and related risk management .
- Independent consultant: Pearl Meyer engaged in 2024 for executive and director compensation review and benchmarking; engagement did not impact 2024 compensation of NEOs/directors .
- Risk assessment: Committee determined compensation policies are not reasonably likely to have a material adverse effect; clawbacks in place and Dodd-Frank-compliant recoupment adopted .
Investment Implications
- Alignment and ownership: The 2x salary ownership guideline and hedging prohibition strengthen alignment; monitor Vieney’s progress toward guideline over her five-year window and any future equity grants she may receive (individual holdings not itemized in proxy excerpt) .
- Incentive design shift: 2024 pivot to time-vested restricted stock and discretionary cash bonuses (due to merger) reduces near-term performance sensitivity and may lower insider selling pressure from performance-linked vesting; watch 2025 program reset for reintroduction of PSUs and explicit targets .
- Administrative signals: One late Form 3 and Form 4 in 2024 is a minor process red flag but not indicative of misalignment; continue monitoring Section 16 timeliness as part of governance quality tracking .
- Company performance levers: Incentive frameworks hinge on EPS/revenue/asset growth and asset quality; improving Company revenues in FY 2022–FY 2024 supports pay-for-performance narratives at the enterprise level, though specific CHRO targets/payouts are undisclosed; investors should focus on the 2025 redesign and any human capital KPIs linked to CHRO compensation .