Gerard Champi
About Gerard Champi
Gerard A. Champi, age 64, is Chief Executive Officer of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank & Trust Company effective January 1, 2025, after serving as President following the FNCB merger on July 1, 2024 . He previously led FNCB Bancorp, Inc. as President and CEO (2016–2024), COO (2011–2016), Interim CEO (2010–2011), and has held leadership roles since 1991; he also serves on multiple industry and community boards . PFIS provides context on pay-for-performance with disclosed measures and company performance; in 2024 PFIS reported company TSR of 121.93, net income of $8,498 thousand, and ROATCE of 2.63% . The 2024 integration progress of FNCB enabled PFIS’s former CEO to depart earlier than planned, underscoring Champi’s leadership role through the transition .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| FNCB Bancorp, Inc. | President & CEO | 2016–2024 | Led public bank, strategic execution and performance oversight |
| FNCB Bank | Chief Operating Officer | 2011–2016 | Drove operations across Retail and Commercial divisions |
| FNCB Bancorp/Bank | Interim President & CEO; Director (Bank) | 2010–2011 | Stabilized leadership and governance during interim period |
| FNCB Bank | Various leadership roles | 1991–2010 | Progressed through Retail and Commercial Sales/executive roles |
| Peoples Financial Services Corp./PSBT | President | Jul–Dec 2024 | Led post-merger integration and operations |
| Peoples Financial Services Corp./PSBT | Chief Executive Officer | Jan 2025–present | Principal executive oversight post-merger |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Pennsylvania Bankers Association | Board Member | Current | Industry advocacy and policy engagement |
| Leadership Northeast | Board Member | Current | Regional leadership development |
| Lackawanna Blind Association | Board Member | Current | Community service and governance |
| PSU Worthington Scranton | Advisory Board Member | Current | Academic advisory and community ties |
| Wilkes-Barre Law & Library Association | Lay Advisory Committee | Current | Legal community liaison |
| Lackawanna Industrial Fund Enterprises (LIFE) | President | Current | Regional economic development leadership |
| Greater Scranton Chamber of Commerce | Board & Executive Committee | Current | Business community leadership |
| Northeastern Pennsylvania Council Boy Scouts of America | Past President | Prior | Youth leadership and nonprofit governance |
| Greater Pittston Chamber of Commerce | Past President | Prior | Regional business advocacy |
| Luzerne County Community College Foundation | Past President | Prior | Education philanthropy leadership |
Fixed Compensation
| Component | Terms / Amount | Citation |
|---|---|---|
| Base Salary | Not less than $450,000 under PFIS employment agreement | |
| Annual Bonus Eligibility | Eligible to participate in PFIS Executive Incentive Plan | |
| Equity Eligibility | Eligible to participate in PFIS equity or equity-based compensation plans | |
| Benefits | Participation in PFIS/Bank employee and executive benefit plans | |
| PTO | ≥25 days per year; up to 5 days carryover per personnel policies | |
| Club Dues | Repayment of annual dues at a country/social club, subject to board approval | |
| Company Car | Full-time use of a company car | |
| Stock Ownership Policy (Executives) | Expected to own shares equal to ≥2× base salary; 5 years to achieve compliance | |
| Clawback Policies | Dodd-Frank-compliant clawback adopted 2023; cash incentive plan recoupment for restatements |
Performance Compensation
| Item | Detail | Citation |
|---|---|---|
| Incentive Plan Participation | Champi participates in PFIS Executive Incentive Plan (cash and equity) | |
| Most Important Performance Measures (Company) | EPS growth, Asset growth, Revenue growth, Expense/Asset ratio, Loan growth, Deposit growth, NPA ratio, Net charge-off ratio | |
| 2024 Targets | Due to FNCB merger, committee did not set specific performance goals; discretionary cash bonuses used under plan provisions | |
| Equity Mix Trend | Prior years emphasized 70% performance-vested RSUs and 30% time-vested stock; 2024 grants were time-vested only; committee to consider reintroducing performance vesting in 2025 |
Equity Ownership & Alignment
| Topic | Status | Citation |
|---|---|---|
| Beneficial Ownership (PFIS shares) | Not disclosed for Champi in 2025 proxy’s “Security Ownership” table (covers directors and 2024 NEOs; Champi not a 2024 NEO) | |
| Vested vs. Unvested Equity | Specific award counts/vesting for Champi not disclosed in PFIS 2025 proxy tables | |
| Hedging/Pledging | Hedging/monetization transactions are prohibited by PFIS securities trading policy; pledging not specifically addressed | |
| Ownership Guidelines (Directors) | Non-employee directors must hold ≥4× annual retainer; all were in compliance as of 12/31/2024 | |
| Executive Ownership Policy | Executives expected to hold ≥2× salary; 5-year compliance window |
Employment Terms
| Term | Provision | Citation |
|---|---|---|
| Agreement Term | 3-year term with automatic annual renewal | |
| Base Salary Floor | ≥$450,000 | |
| Regular Involuntary Termination (No Cause / Good Reason) | Cash severance equal to 2 years of base salary at highest rate in prior 12 months plus average cash awards over prior 3 years; paid over 24 months; continuation of medical benefits during severance period | |
| Change-in-Control / CEO Transition Severance | If terminated without cause within 120 days prior or within 1 year after CoC, or if not appointed CEO by one-year post-closing: cash severance equal to 2.99 years of base salary at highest rate plus average cash awards over prior 3 years; paid over 36 months; medical benefits up to 36 months | |
| Restrictive Covenants | Confidentiality and nondisclosure; non-competition; non-interference with employees, customers and business relationships (durations/territory not specified in public summary) |
Performance & Track Record
PFIS performance context (company-level):
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Base=100 at 12/31/2019) | 75.70 | 112.19 | 113.83 | 110.97 | 121.93 |
| Net Income (USD thousands) | $29,354 | $43,519 | $38,090 | $27,380 | $8,498 |
| ROATCE (%) | 14.80% | 12.94% | 14.80% | 10.30% | 2.63% |
- PFIS completed the merger with FNCB on July 1, 2024; the proxy notes progress integrating FNCB and systems conversion in 2024, enabling a CEO transition at year-end .
Investment Implications
- Alignment and retention: Double-trigger change-in-control protection at 2.99× base salary plus average cash awards and extended medical benefits supports retention through strategic events, but also creates a sizable parachute in sale scenarios; regular severance of 2× base plus average awards mitigates termination risk while maintaining cost discipline .
- Pay-for-performance trajectory: Historic use of performance-vested RSUs (70% of LTIs) suggests a bias toward TSR/operating metrics alignment; 2024 shifted to time-vested awards due to merger, with intent to consider performance vesting resumption in 2025, improving incentive quality under Champi’s tenure .
- Governance safeguards: Clawback policies and hedging prohibitions reduce misalignment and risk-taking; executive stock ownership guidelines (≥2× salary within 5 years) reinforce “skin in the game,” though Champi’s specific PFIS holdings were not disclosed in the 2025 proxy .
- Execution focus: Company-level performance softened in 2024 amid merger integration (lower net income/ROATCE), underscoring near-term execution risk; Champi’s prior bank CEO/COO track record and current board roles indicate operational experience to drive post-merger synergies .