Jeffrey Drobins
About Jeffrey Drobins
Jeffrey A. Drobins is Executive Vice President and Chief Lending Officer of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank & Trust; age 40, with 18 years in banking and 11 years at PFIS. He was appointed Chief Lending Officer in October 2022 after serving as Senior Vice President and Lehigh Valley Market President (April 2016–October 2022), and Vice President & Commercial Relationship Manager (September 2014–April 2016); earlier, he worked in National Penn Bank’s Commercial Real Estate Lending Group (2007–2014) . Company pay-versus-performance context shows TSR, net income, and ROATCE used in compensation analysis alongside incentive metrics such as EPS growth, revenue/asset/loan/deposit growth, efficiency, and asset quality .
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (%) | 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 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peoples Financial Services Corp. / Peoples Security Bank & Trust | EVP & Chief Lending Officer | Oct 2022–Present | Senior lending leadership for PFIS |
| Peoples Security Bank & Trust | SVP & Lehigh Valley Market President | Apr 2016–Oct 2022 | Regional market leadership in Lehigh Valley |
| Peoples Security Bank & Trust | VP & Commercial Relationship Manager | Sep 2014–Apr 2016 | Commercial relationship management |
| National Penn Bank | Commercial Real Estate Lending Group | 2007–2014 | CRE lending experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Budd Agency, Inc. | Board Member | Not disclosed | Company has an equity interest |
| Greater Easton Development Partnership | Treasurer & Board Member | Not disclosed | Community engagement |
| Lehigh Valley Zoological Society | Board Member & Chairman | Not disclosed | Community leadership |
| Peoples Security Charitable Foundation | Trustee | Not disclosed | Company-affiliated foundation |
Fixed Compensation
- PFIS’s executive compensation program comprises base salary, annual cash incentives, equity awards, and benefits/perquisites; compensation decisions are approved by the Compensation Committee with benchmarking used periodically for context .
- Perquisites at PFIS can include vehicle allowances and country/dining club memberships for certain executives; the Compensation Committee reviews perquisites for appropriateness and retention needs .
Performance Compensation
- Cash Incentive Plan design and metrics: PFIS’s plan awards “at-risk” cash incentives to designated executives based on company/inidividual goals across EPS growth, revenue/asset/loan/deposit growth, efficiency and asset quality; in 2023, specific goals and weightings were set as follows :
| Performance Measure | 2023 Performance Goal | 2023 Actual Performance | Weighting of Goal (% of Total) | Earned |
|---|---|---|---|---|
| EPS Growth ($) | 4.97 | 3.83 | 35 | – |
| Revenue Growth ($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 |
| NPA/Avg Loans + OREO (%) | 0.21 | 0.17 | 7.5 | 7.5 |
| Net Charge-offs/Avg Loans (%) | 0.09 | 0.10 | 7.5 | – |
| Total | – | – | 100 | 37.5 |
- Equity awards framework: PFIS grants performance-vested RSUs (70% of targeted equity award) and time-vested restricted stock (30%) to align with long-term performance; RSUs vest over 2023–2025 based on cumulative diluted EPS and average ROATCE with payout range 0–150% of target; restricted stock vests ratably over three years .
| Element | Weighting | Performance Period | Metrics | Vesting/Payout |
|---|---|---|---|---|
| Performance-vested RSUs | 70% of targeted equity | 2023–2025 | 3-year cumulative diluted EPS; 3-year average ROATCE | 0–150% of target; contingent on performance and continued employment |
| Time-vested Restricted Stock | 30% of targeted equity | Grant year + 3-year vesting | N/A (time-based) | Vests ratably over 3 years with continued employment |
- Clawbacks: PFIS adopted a Dodd-Frank–compliant clawback policy covering cash and equity incentives; Cash Incentive Plan also includes clawback provisions for restatements or misconduct .
Equity Ownership & Alignment
- Hedging/pledging: PFIS prohibits directors, officers, employees, and controlled parties from hedging or monetization transactions and prohibits holding Company securities in margin accounts or pledging them as collateral, eliminating a key misalignment risk .
- Insider trading controls: Section 16 officers and directors are subject to pre-clearance, quarterly/event blackouts, and Rule 10b5-1 plan controls; Rule 10b5-1 plans must be approved; BTR blackout restrictions may also apply .
- Section 16 compliance: For FY2024, Mr. Drobins filed one late Form 4 (one untimely transaction) along with several other officers/directors; otherwise, PFIS reported compliance based on provided representations .
Employment Terms
- Chief Lending Officer tier & severance plan: Under the Severance and Change in Control Plan adopted August 29, 2025, the Chief Lending Officer is designated as a Tier II Executive .
- Triggers: Benefits require a “Qualifying Termination” (position eliminated without suitable offer, Company-initiated separation not for cause, or Good Reason), and for CIC benefits, a termination within 24 months post-CIC (double-trigger) .
- Good Reason & Suitable Position: Good Reason includes ≥10% base salary reduction, material breach by Company, or material diminution in title/authority/duties unless a Suitable Position (90% compensation threshold, management level near current, within 50 miles) is offered; notice/cure/termination timelines apply .
- Non-solicitation & release: Benefits are conditioned on signing a separation agreement with a 12-month non-solicitation covenant and release/waiver; plan includes forfeiture/recoupment for breaches or misconduct .
| Provision | Non-Change-in-Control (Qualifying Termination) | Change-in-Control (Qualifying Termination within 24 months) |
|---|---|---|
| Salary | 12 months base salary continuation | Lump sum equal to 24 months of base salary |
| Bonus | Pro rata bonus for year of termination | Lump sum equal to 2× target bonus |
| COBRA Reimbursement | 12 months at Company contribution level (subject to legal/admin constraints) | Up to 24 months at Company contribution level (subject to legal/admin constraints) |
| Trigger Mechanics | Qualifying Termination, no CIC required | CIC plus Qualifying Termination within 24 months (double-trigger) |
| Conditions | Separation agreement with release & 12-month non-solicit; pre-clearance of eligibility; offsets; 409A compliance | |
| Clawback/Recoupment | Forfeiture/repayment for breaches or conduct triggering Cause; subject to SEC/Nasdaq recoupment rules | |
| 280G | Benefits addressed under Code Section 280G considerations |
Investment Implications
- Pay-for-performance alignment: PFIS incentive design ties variable pay to EPS, ROATCE, growth, efficiency, and asset quality; as Chief Lending Officer, Drobins’ role is directly levered to loan/deposit growth and credit quality metrics used by the plan—positive for alignment with shareholder value .
- Retention and CIC economics: Tier II severance terms (24 months base + 2× target bonus under CIC, double-trigger) balance retention with reasonable cost; non-solicitation for 12 months mitigates client/relationship risk post-separation .
- Trading/pledging risks curtailed: Comprehensive insider trading controls and outright prohibition of hedging/pledging and margin accounts reduce misalignment and forced selling risk—lower likelihood of pledging-related red flags .
- Monitoring signals: A single late Form 4 filing in 2024 indicates an administrative lapse rather than structural misalignment; continued surveillance of insider transactions and any future filing issues remains prudent .