James Bone Jr.
About James M. Bone, Jr.
James M. Bone, Jr., CPA, is Executive Vice President and Chief Financial Officer of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company, appointed effective March 31, 2025; he initially served as Executive Vice President and Chief Operations Officer following PFIS’s merger with FNCB Bancorp on July 1, 2024 . He is 63, a licensed CPA, and has 39 years in banking and at the bank, with prior tenure as EVP & CFO/Treasurer of FNCB Bancorp and FNCB Bank (2012–2024) and earlier leadership roles at FNCB starting in 1986 . PFIS performance context (company-level): 2024 TSR 121.93, net income $8.498 million, ROATCE 2.63%; historical metrics are shown below to frame incentive alignment during his transition period .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Index, 2019=100) | 75.70 | 112.19 | 113.83 | 110.97 | 121.93 |
| Net Income ($USD Millions) | $29.354 | $43.519 | $38.090 | $27.380 | $8.498 |
| ROATCE (%) | 14.80% | 12.94% | 14.80% | 10.30% | 2.63% |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PFIS/PSBT | EVP & Chief Financial Officer | 2025–present | Principal financial officer overseeing finance, reporting, capital markets; transitioned from COO post-merger . |
| PFIS/PSBT | EVP & Chief Operations Officer | 2024–2025 | Led operations integration following PFIS–FNCB merger; operational execution and synergies . |
| FNCB Bancorp & FNCB Bank | EVP & CFO/Treasurer | 2012–2024 | Led public company finance and bank treasury; positioned for merger with PFIS . |
| FNCB Bank | Various leadership roles | 1986–2012 | Progressive finance/operations leadership; institutional continuity . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| American Institute of CPAs (AICPA) | Member | N/A | Professional credentialing and standards participation . |
| Pennsylvania Institute of CPAs (PICPA) | Member | N/A | State-level professional engagement . |
| OTCQX Issuer Advisory Council | Former Member | N/A | Market structure/issuer advisory experience . |
| Federal Home Loan Bank of Pittsburgh | Former Advisory Board Member | N/A | Funding/liquidity insights for banking operations . |
| Northeastern Pennsylvania Council, Boy Scouts of America | EVP & VP Finance; Board Member | Current | Community leadership and governance . |
Fixed Compensation
| Component | Terms | Notes |
|---|---|---|
| Base Salary | $290,000 (annual) | May be increased (not decreased) under employment agreement . |
| Annual Bonus | Eligible under Executive Incentive Plan | Participates in PFIS/PSBT bonus/incentive programs; specific target % not disclosed . |
| Equity Eligibility | Eligible to participate in equity/equity-based plans | Plan participation rights (RSU/restricted stock programs); grant specifics for 2025 not disclosed . |
| PTO | ≥25 days per year; up to 10 days carryover | Subject to personnel policies . |
| Perquisites | Country/social club dues; full-time use of company car | Subject to approval; full-time vehicle use . |
| Benefits | Medical and standard employee benefits; SERP eligibility | SERP eligibility stated; specific benefit amount for Mr. Bone not disclosed . |
Performance Compensation
- PFIS incentive frameworks historically use EPS growth, asset/revenue/loan/deposit growth, expense-to-asset ratio, NPA/average loans+OREO, and net charge-off ratio as primary performance measures; the committee did not set specific 2024 goals due to the merger but retains discretion under the Cash Incentive Plan .
- Long-term equity metrics for NEOs have included 3-year cumulative Diluted EPS and 3-year average ROATCE for PSUs/RSUs; time-based restricted stock vests ratably over 3 years; 2024 awards to NEOs were time-vested only due to merger considerations .
| Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| 3-year Cumulative Diluted EPS (PSUs) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 3-year performance period (2023–2025) . |
| 3-year Average ROATCE (PSUs) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | 3-year performance period (2023–2025) . |
| Annual Cash Incentive (CFO) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | Annual; committee discretion for 2024 due to merger . |
Note: Bone’s specific 2025 equity grants, weights, and targets are not disclosed as of the latest filings .
Equity Ownership & Alignment
| Item | Disclosure | Implications |
|---|---|---|
| Beneficial Ownership (PFIS shares) | Not disclosed for Mr. Bone in 2025 proxy tables | No reported share count; monitor Forms 3/4 post-appointment . |
| Ownership Guidelines | Executives expected to own ≥2× base salary in PFIS stock within 5 years | For Bone: $580k guideline based on $290k salary; compliance period applies . |
| Hedging Policy | Hedging/monetization transactions prohibited for directors, officers, employees and related persons/entities | Reduces misalignment/hedging risk . |
| Pledging | No pledging policy disclosure identified | Treat absence as a diligence flag; monitor future proxies . |
| Vested vs. Unvested | Not disclosed for Mr. Bone | No breakdown available; NEO frameworks show 3-year vesting schedules . |
| Options | Equity programs use restricted stock and RSUs; options not referenced | Lower leverage vs. options; emphasize retention/alignment . |
Employment Terms
| Term | Provision | Detail |
|---|---|---|
| Agreement | Amended & Restated Employment Agreement | Effective November 27, 2024 . |
| Position & Start | EVP & COO; later CFO | Commencement July 1, 2024 (COO); CFO effective March 31, 2025 . |
| Principal Accounting Officer | Bone served briefly; ceased April 1, 2025 upon appointment of Chief Accounting Officer | Stephanie A. Westington appointed CAO effective April 1, 2025; Bone ceased PAO role . |
| Initial Term & Renewal | 3-year term from July 1, 2024; auto-renews annually beginning July 1, 2027 | Subject to earlier termination per agreement . |
| Severance (no-cause / good reason or non-renewal) | 2× base salary (highest last-12-month rate) + average cash award over prior 3 years; paid over 24 months; medical benefits continuation ≤24 months | Resignation for “good reason” deemed if Bone resigns on/before Dec 31, 2025 after CFO appointment (if no cause) . |
| Change-in-Control (CIC) | 2.99× base salary (highest last-12-month rate) + average cash award over prior 3 years; paid over 36 months; medical benefits continuation ≤36 months | Applies if terminated without cause 120 days pre-close or within 1 year post-close (or for good reason) . |
| Perquisites | Country/social club dues; company vehicle | Provided per agreement; board approval for club dues . |
| SERP | Eligible | Specific accrual/benefit terms for Bone not disclosed . |
Investment Implications
- Alignment and retention: Ownership guideline of 2× salary and prohibition on hedging support alignment; CIC protection at 2.99× plus 36 months of benefits is robust and may reduce voluntary departure risk but introduces payout sensitivity in strategic events .
- Incentive design watchpoints: Historic reliance on EPS and ROATCE for long-term equity and broad banking KPIs for annual cash creates line-of-sight metrics for a CFO; 2024’s discretionary approach (merger-driven) suggests 2025 equity/cash frameworks will be important signals for pay-for-performance rigor .
- Execution risk: Bone’s 39-year banking tenure (including FNCB) and seamless transition to CFO amid post-merger integration mitigate execution risk; governance actions (e.g., CAO appointment and role delineation) point to strengthened financial controls and reporting clarity .
- Trading signals: Absence of disclosed personal share ownership and no pledging policy disclosure warrant monitoring of insider filings (Forms 3/4) and 2025–2026 equity grants/vesting schedules to assess near-term selling pressure and alignment trajectory; PFIS’s 2024 ROATCE compression and net income decline contextualize future performance-linked payouts .