Elisa Ramirez
About Elisa Zúñiga Ramirez
Independent director of Peoples Financial Services Corp. (PFIS) since 2022; age 56. Over 30 years in capital markets as a portfolio manager and principal, now President of Exito Consulting LLC (since Oct 2020). Prior roles include Senior Portfolio Manager & Principal at Segall Bryant & Hamill (2018–Jul 2020) and Senior Portfolio Manager & Partner at Denver Investments (since 2009; with the firm since 1989), where she co-managed a Small-Cap Value Dividend Fund that peaked at $2.3B AUM. The board cites her deep understanding of investment theory and practice, ESG investing, and DEI as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Segall Bryant & Hamill | Senior Portfolio Manager & Principal | May 2018 – Jul 2020 | Led value-equity strategies; retired in 2020 . |
| Denver Investments LLC | Senior Portfolio Manager & Partner | 2009 – May 2018 (at firm since 1989) | Co-managed Small-Cap Value Dividend Fund; AUM peak $2.3B . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Exito Consulting LLC | President | Oct 2020 – present | Advisory/consulting in investments . |
| Denver Employees Retirement Plan | Independent Director | Nov 2020 – present | Public pension board . |
| Bow River Capital | Advisory Board Member | Jan 2021 – present | Private investment firm advisory role . |
| Trust for Professional Managers (U.S. Bank Global Fund Services Series Trust) | Trustee | Feb 2022 – present | Investment company trust board . |
Board Governance
- Independence: The board affirmatively determined Ramirez is independent under Nasdaq listing standards; all members of the audit, nominating, and compensation committees are independent .
- Committees: Member, Audit Committee; the chair is Thomas J. Melone, CPA. The committee met five times in 2024 and oversees financial reporting, internal controls, compliance, internal audit, and related-party transactions; three directors are designated audit committee financial experts (Lambert, Lochen, Melone) .
- Attendance/engagement: In 2024, the board met 12 times; each director attended at least 75% of board and committee meetings, and all then-serving directors attended the 2024 annual meeting .
- Risk oversight context: Audit (financial/reporting, credit/liquidity), Nominating & Governance (leadership/succession/governance), Compensation (compensation risk), Information Technology (technology/cyber) .
Fixed Compensation (Director)
| Element | PFIS Policy/Practice | 2024 Amount for Ramirez |
|---|---|---|
| Cash retainer | $20,000 per year for non-employee directors . | Included in $51,012 “Fees Earned or Paid in Cash” . |
| Meeting fees | $2,000 per board meeting (Company or Bank); $500 per committee meeting; $300 for certain advisory meetings . | Included in $51,012 cash fees . |
| Chair fees | Additional monthly retainers for committee chairs (e.g., Audit +$417/mo) . | Not a chair (N/A) . |
| Equity | Annual stock award target value ~$15,000; on Jan 31, 2025, each non-employee legacy PFIS director received 280 shares of restricted stock, fully vested on grant (legacy FNCB directors received 140) . | 2024 reported stock awards value: $14,412 . |
| Total 2024 director pay | — | $65,424 (Cash $51,012 + Stock $14,412) . |
Performance Compensation
- No performance-linked director pay disclosed; annual director equity awards reported for 2024 were granted as fully vested restricted stock on Jan 31, 2025 (target ~$15,000), not tied to specific performance metrics .
Other Directorships & Interlocks
| Company/Entity | Type | Role | Potential Interlock/Conflict Commentary |
|---|---|---|---|
| Denver Employees Retirement Plan | Public pension | Independent Director | No PFIS-related transactions disclosed; board determined independence after reviewing director relationships . |
| Bow River Capital | Private investment firm | Advisory Board Member | No PFIS-related transactions disclosed; independence not impaired . |
| Trust for Professional Managers | Investment company trust | Trustee | No PFIS-related transactions disclosed; independence not impaired . |
Expertise & Qualifications
- 30+ years as buy-side portfolio manager across mid-cap growth and small-cap value dividend strategies; principal/partner experience .
- Board-cited strengths: investment theory/practice, ESG investing, diversity/equity/inclusion .
- Audit Committee member (but not designated “financial expert”) .
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership | 4,099.724 shares; includes 2,680 jointly with spouse; <1.0% of outstanding shares (9,997,069 as of record date) . |
| Ownership guidelines | Non-employee directors must own ≥4× annual cash retainer; 5 years to comply; as of Dec 31, 2024, each non-employee director was in compliance . |
| Hedging/monetization | Company policy prohibits hedging or monetization transactions by directors, officers, employees, and related persons . |
| Section 16(a) compliance | Not listed among delinquent filers for 2024 . |
Governance Assessment
- Positive indicators: Independent under Nasdaq standards; serves on the Audit Committee that oversees financial reporting integrity and related-party transactions, strengthening investor protections .
- Engagement: Met attendance expectations (board reports all directors ≥75% meeting attendance; all attended 2024 annual meeting), supporting effective oversight continuity .
- Alignment: Holds PFIS equity and meets stock ownership guidelines applicable to directors; hedging/monetization prohibited, supporting alignment with shareholders .
- Compensation structure: Director pay blends cash retainers/meeting fees with an annual equity grant (fully vested on grant in 2025 for legacy PFIS directors), a conventional structure for community banks; no performance-linked director metrics disclosed .
- Conflicts/related parties: Board explicitly reviewed director relationships (including loans, leases, and arm’s-length purchases) and concluded no independence-impairing relationships; Audit Committee oversees related-party transactions; Ramirez not listed in delinquent Section 16(a) filings .
No red flags specific to Ramirez were disclosed in the latest proxy (e.g., related-party transactions, low attendance, hedging/pledging). The board’s independence determination and her Audit Committee role, combined with equity ownership compliance, generally support investor confidence in board governance quality .