John Anderson III
About John Anderson III
John R. Anderson III is Executive Vice President and Chief Operating Officer of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company, appointed effective March 31, 2025; he previously served as EVP and Chief Financial Officer from March 2018 (interim principal financial/accounting officer since April 2016) and held finance roles at Penn Security Bank/Trust since 2006. He is 58 years old . Company context: PFIS reported 2024 net income of $8.498 million and ROATCE of 2.63%, with a TSR index of 121.93 (base 100 at 12/31/2019) in 2024 versus 143.68 for the S&P U.S. BMI Banks Index .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peoples Financial Services Corp. | EVP & Chief Financial Officer (then EVP & COO as of 3/31/2025) | CFO from Mar 2018; COO from Mar 31, 2025 | Senior finance leadership during integration and merger activities; transition to enterprise operations leadership |
| Peoples Financial Services Corp. | SVP & Interim Principal Financial and Accounting Officer | Apr 2016 – Mar 2018 | Stabilized principal finance/accounting functions ahead of permanent CFO appointment |
| Penn Security Bank and Trust Company | VP, Planning & Statistical Analyst | From May 2011 | Financial planning/analytics at legacy bank later merged into PFIS |
| Penn Security Bank | AVP, Financial Reporting Officer | From Jan 2006 | External/internal financial reporting leadership at legacy bank |
External Roles
No external directorships or committee roles disclosed for Mr. Anderson. (No disclosure found in proxy) .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $250,000 | $260,000 | $270,000 |
| Bonus (cash) | $0 | $0 | $67,500 |
| Stock Awards (grant-date fair value) | $84,425 | $87,749 | $20,231 |
| Non-Equity Incentive Plan Comp | $67,500 | $32,175 | $0 |
| Change in Pension Value | $29,191 | $45,505 | $30,503 |
| All Other Compensation | $24,992 | $26,426 | $25,265 |
| Total | $456,108 | $451,855 | $413,499 |
Notes:
- 2024 perquisites (within “All Other Compensation”) included: country club membership $7,100; 401(k) safe harbor $9,080; 401(k) match $8,085; $1,000 holiday bonus .
- Base salary set to $270,000 for 2024 (from $260,000 in 2023) .
Performance Compensation
- Cash Incentive (2024): Due to the pending FNCB merger, no specific performance goals were set; the Compensation Committee awarded discretionary cash bonuses. Mr. Anderson’s bonus equaled 25% of base salary ($67,500) .
- Equity Mix Shift (2024 program): Historically 70% performance-vested RSUs and 30% time-vested restricted stock; in 2024, the Committee granted only time-vested restricted stock (3-year ratable vesting), with intent to reconsider in 2025 .
Detailed 2024 incentives:
| Incentive Type | Metric(s) | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Bonus | Discretionary (no pre-set goals in 2024) | N/A | N/A | 25% of salary = $67,500 | Paid 2024 |
| Time-Vested Restricted Stock (Grant 2/21/2024) | Service | N/A | 502 shares; $20,231 grant-date value ($40.30/share) | N/A | Vests ratably over 3 years (annual tranches) |
| Outstanding Performance RSUs (prior cycle) | Performance period through 12/31/2025; metrics not itemized; assumed earn at target until final | N/A | 1,042 target units | To be determined at period end | Payout post-performance period |
Company-disclosed key performance measures used historically in incentive programs: EPS growth, revenue growth, asset/loan/deposit growth, expense-to-asset ratio, NPAs/average loans+OREO, and net charge-offs/average loans (not specifically weighted for 2024 due to discretionary approach) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 6,934.5992 shares (includes 40 jointly held, 1,707.6392 ESOP-allocated shares, and 930 restricted shares) |
| % of Shares Outstanding | ~0.069% (6,934.5992 / 9,997,069; 9,997,069 shares outstanding as of 3/3/2025) |
| Unvested Time-Based RS | 930 shares unvested at 12/31/2024 |
| Outstanding Performance RSUs (target) | 1,042 units (cycle through 12/31/2025; earn at target assumed until final) |
| Options | None disclosed; equity plans show performance RSUs (no options) as of 12/31/2024 |
| Vesting Schedule – Time RS (as of 12/31/2024) | 131 shares vest 3/11/2025; 297 shares vest 3/11/2025 and 3/11/2026; 502 shares vest 3/11/2025, 3/11/2026, 3/11/2027 |
| Hedging/Pledging | Hedging/monetization transactions prohibited by policy; no pledging disclosure found |
| Ownership Guidelines | Executives receiving equity expected to own ≥2x base salary within 5 years |
| Section 16 Compliance Note | One late Form 4 filed for Mr. Anderson (one transaction reported late) |
Employment Terms
| Term | Detail |
|---|---|
| Severance Agreement | Amended and restated 9/27/2023 |
| Without Cause / Good Reason | 12 months of monthly payments equal to salary/12 + average bonus (prior 3 FYs)/12; up to 12 months COBRA; up to $20,000 outplacement; release required |
| Change-in-Control (Double Trigger) | If terminated without cause/for good reason within 24 months of a change in control (or within 24 months of FNCB merger closing), 24 months of the same monthly sum; up to 18 months COBRA; up to $20,000 outplacement; release required |
| Estimated Payable Hypothetical (12/31/2024 basis) | Termination Without Cause: $503,017; Good Reason: $376,447; After Change in Control: $1,194,506 |
| SERP | Eligible to earn $50,000/year beginning at age 65 for 10 years; certain lesser benefits upon qualifying earlier termination/death/disability as disclosed |
| Clawbacks | Dodd-Frank compliant recoupment policy adopted 2023 for restatement-triggered recovery; Cash Incentive Plan clawback allows recovery of excess based on erroneous data and full recovery for misconduct/fraud |
| Non-Compete/Non-Solicit | Not disclosed in severance agreement; no employment agreement for Mr. Anderson is disclosed (at-will with severance agreement) |
Investment Implications
- Pay-for-performance alignment mixed in 2024: Committee suspended pre-set goals and paid discretionary bonuses; equity shifted to all time-based RS in 2024, reducing direct performance linkage for that year (watch for 2025 reversion to performance RSUs) .
- Near-term vesting and potential selling pressure: Multiple time-based tranches vest on 3/11/2025, 3/11/2026, and 3/11/2027; plus performance RSUs with a 12/31/2025 endpoint—potential incremental liquidity events around these dates .
- Retention and CIC protection: Double-trigger CIC severance (24 months salary+average bonus, 18 months COBRA, outplacement) provides strong retention but could increase turnover costs in a transaction; standard 12-month severance otherwise .
- Alignment and risk controls: Ownership guidelines (≥2x salary), prohibition on hedging/monetization, and robust clawback framework support alignment and mitigate risk; no pledging disclosure found—continue to monitor .
- Track record context: 2024 PFIS performance was challenged post-merger integration (Net income $8.498m; ROATCE 2.63%; TSR index 121.93 vs peer 143.68), suggesting focus on earnings normalization could influence future incentive calibration and payouts .