James Nicholas
About James B. Nicholas
Independent director of Peoples Financial Services Corp. (PFIS); age 73; PFIS board member since the 2013 Penseco merger, with prior service on Penn Security Bank & Trust/Penseco’s board since 1981. Former President of D.G. Nicholas Co. (1990–2022); currently President of DG Nicholas (real estate) since 2022. PFIS biography cites substantial small-company management experience and local market insights; not designated as an audit committee financial expert by the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Penn Security Bank & Trust / Penseco Financial Services Corp. | Director | 1981–2013 | Developed knowledge of operations beneficial to PFIS board oversight |
| D.G. Nicholas Co. (Wholesale auto parts) | President | 1990–2022 | Small-company management; regional business insight |
| Peoples Financial Services Corp. | Director | 2013–present | Continuing director; term expiring in 2027 |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DG Nicholas (Real estate) | President | 2022–present | Private company (no public board disclosed) |
Board Governance
- Independence: Board affirmatively determined Nicholas is independent under Nasdaq rules; all members of Audit, Compensation, and Nominating & Governance committees are independent .
- Committee memberships: Audit; Compensation; Nominating & Corporate Governance (not chair of these committees) .
- Engagement/attendance: Board met 12 times in 2024; each director attended at least 75% of board/committee meetings; all then-serving directors attended the 2024 annual meeting .
- Committee activity: Audit met 5 times (Chair: Thomas J. Melone); Compensation met 7 times (Chair: Joseph T. Wright, Jr.); Nominating & Governance met 2 times .
- Tenure/retirement policy: Mandatory retirement at 73 (may serve through remainder of term, then ineligible), with FNCB-specific exceptions not applicable to Nicholas; his current PFIS term runs to 2027 .
- Ownership policy: Non-employee directors must own ≥4x annual retainer; as of 12/31/2024, all non-employee directors were in compliance .
- Hedging policy: Company prohibits director/officer/employee hedging or monetization transactions in PFIS securities .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash | $58,512 | PFIS director fees |
| Stock Awards (grant-date fair value) | $14,412 | Restricted stock; 280 shares fully vested on grant 1/31/2025 (legacy PFIS directors) at $50.79 per share |
| All Other Compensation | $0 | No other items reported for Nicholas |
| Total | $72,924 | Sum of above |
Director compensation structure (for context):
- Annual cash retainer: $20,000; Board meeting fee: $2,000; Committee meeting fee: $500; certain advisory meetings: $300; annual equity grant target: $15,000. Additional monthly stipends for certain committee chairs; Chairman retainer: $40,000 .
Performance Compensation
- No performance-conditioned director compensation disclosed (no director PSUs/options tied to metrics; director equity grants are time-vested or fully vested on grant) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed in PFIS proxy |
| Compensation committee interlocks | PFIS reports no compensation committee interlocks in 2024; Nicholas served on PFIS compensation committee |
| Related-party financings | PFIS/Bank extends loans to directors on market terms with board approvals; no problematic loans; no Nicholas-specific transaction disclosed |
Expertise & Qualifications
- Small-company/operator experience and regional market insight from leading D.G. Nicholas Co.; ongoing real estate leadership; PFIS cites these as qualifications for board service .
- Not designated as an “audit committee financial expert” (board identified Lambert, Lochen, Melone) .
- Multi-committee participation (Audit, Compensation, Nominating & Governance) indicates broad governance engagement .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficially owned shares | 30,529 | Includes 3,984 shares in IRA and 1,671 shares owned by spouse |
| Ownership % of outstanding shares | <1.0% | PFIS had 9,997,069 shares outstanding as of 3/3/2025 |
| Ownership guideline status | In compliance | All non-employee directors compliant as of 12/31/2024 |
| Hedging/Pledging | Hedging prohibited; pledging not disclosed | Policy bans hedging; no specific pledging disclosure noted |
Section 16 compliance:
- PFIS disclosed late Form 4/3 filings for several insiders in 2024; Nicholas not listed (implies timely filings) .
Governance Assessment
- Strengths: Independent; serves on Audit, Compensation, and Nominating & Governance committees; meets director ownership guidelines; robust attendance; no disclosed related-party conflicts; PFIS hedging ban supports alignment .
- Potential risks/red flags: Age 73 under mandatory retirement policy—board refreshment risk post-2027; not designated as audit financial expert while serving on Audit committee (mitigated by multiple designated experts on committee); external real estate leadership could create potential exposure if lending ties existed, but none disclosed .
- Compensation signals: Director pay mix is standard (cash retainer/meeting fees plus equity), with fully vested grants to legacy PFIS directors as of 1/31/2025; no performance-based director pay—neutral for alignment, common for banks .