Joseph Coccia
About Joseph Coccia
Independent director of Peoples Financial Services Corp. (PFIS); age 70. Appointed to the PFIS and Peoples Security Bank & Trust boards effective July 1, 2024 pursuant to the FNCB merger. President of Coccia Ford, Inc. (d/b/a Coccia Ford Lincoln), with decades of operating experience; long-serving bank director at FNCB and FNCB Bank since 1998; community roles include boards of AllOne Charities and NEPA Highmark’s Advisory Board; prior service on the Lincoln Mercury Dealer Association Board . The PFIS board has affirmatively determined Coccia is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNCB Bancorp, Inc. and FNCB Bank | Director | Since 1998 (prior to PFIS/FNCB merger on July 1, 2024) | Long-tenured community bank director |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Coccia Ford, Inc. (Coccia Ford Lincoln) | President | Not disclosed | Automotive dealership in Wilkes-Barre, PA |
| AllOne Charities | Director | Not disclosed | Community nonprofit board |
| NEPA Highmark | Advisory Board Member | Not disclosed | Regional health insurer advisory role |
| Lincoln Mercury Dealer Association | Board Member (prior) | Not disclosed | Industry association service |
Board Governance
- Committee assignments: The 2025 proxy lists current members of the Audit, Compensation, and Nominating & Governance committees, and Coccia is not included—no committee assignment disclosed for him as of the filing .
- Independence: Board determined Coccia is independent under Nasdaq standards; independence review considered loans, deposits, leases, and arm’s-length purchases and found no impairment of independence .
- Attendance: In 2024 the board met 12 times; each director attended at least 75% of board and committee meetings during their period of service; all then-serving directors attended the 2024 annual meeting .
- Appointment and board structure: Coccia joined the PFIS board July 1, 2024 (FNCB merger). PFIS separates Chair, CEO, and President roles for oversight and succession effectiveness .
Fixed Compensation
| Element | Amount/Policy |
|---|---|
| Annual cash retainer (non-employee directors) | $20,000 per year |
| Board meeting fee | $2,000 per board meeting |
| Committee meeting fee | $500 per committee meeting |
| Advisory meeting fee | $300 per advisory meeting |
| Annual equity | Target $15,000 in stock; grant sized on December average price |
| Chair stipends (illustrative) | Chair of Board: $40,000/yr; Audit Chair: +$417/month; Compensation Chair: +$292/month; Nominating & Governance Chair: +$250/month; IT/Trust/ALCO/Credit/ESG Chairs: +$209/month each |
| Director life insurance (BOLI-funded) | Up to $100,000 benefit for participating directors; imputed income taxable |
| 2024 Director Compensation (PFIS) | Cash Fees ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| Joseph Coccia | 23,002 | 7,206 | – | 30,208 |
Footnote/context: For 2024 service, each legacy PFIS director received 280 shares and each legacy FNCB director (including Coccia) received 140 shares on Jan 31, 2025; awards were fully vested upon grant; values based on $50.79 closing price on the grant date .
Performance Compensation
- Director equity design: 2024 director stock awards were time-based restricted stock that was fully vested upon grant (i.e., not performance-conditioned) .
- Company performance metrics used for executive incentive pay (context for pay-for-performance analysis): The proxy identifies the following as the most important performance measures (for NEOs): EPS growth, revenue growth, loan growth, deposit growth, asset growth, expense-to-asset ratio, ratio of non-performing assets to average loans plus OREO, and ratio of net charge-offs to average loans .
- 2024 goal-setting exception: Due to the pending FNCB merger in H1 2024, the compensation committee did not set specific 2024 performance goals and relied on plan discretion to award cash bonuses as deemed appropriate .
| Executive Pay – “Most Important Performance Measures” | |
|---|---|
| Earnings per share (EPS) growth | Yes |
| Revenue growth | Yes |
| Loan and deposit growth | Yes |
| Asset growth | Yes |
| Expense to asset ratio | Yes |
| Asset quality metrics (NPA ratio; net charge-offs/avg loans) | Yes |
Other Directorships & Interlocks
| Type | Detail |
|---|---|
| Current public company boards | None disclosed for Coccia |
| Prior public company board | Director at FNCB Bancorp, Inc. and FNCB Bank since 1998 (prior to July 1, 2024 PFIS/FNCB merger) |
| Compensation Committee interlocks (PFIS 2024) | None; note one member (Lochen) was an executive 2006–2010; otherwise no officer-service among members |
Expertise & Qualifications
- Business operator with decades of local market leadership as President of Coccia Ford Lincoln; deep community ties via charitable and healthcare advisory boards .
- Long-tenured bank directorship at FNCB since 1998; considered qualified by PFIS for operating experience and community involvement .
Equity Ownership
| Holder | Beneficially Owned Shares | % of Outstanding | Notes |
|---|---|---|---|
| Joseph Coccia | 39,990.065 | <1% (as defined by proxy’s “less than 1%” notation) | Includes 32,693.832 shares held by JJS Family Partnership |
| Shares outstanding reference | 9,997,069 (as of March 3, 2025) | — | Proxy percentages presume exercise of rights within 60 days where applicable |
Related-Party Exposure and Conflicts
- Subordinated notes purchase: Prior to the FNCB merger, JJS Family Partnership, LP (controlled by Coccia) acquired $1.5 million principal amount of PFIS Subordinated Notes due 2030; interest rate 5.375% through June 2025 then floating (never below 4.75%); JJS Family Partnership received $34,266 of interest in 2024 .
- Insider lending framework: PFIS discloses that it makes loans to directors/executives and their related entities under board-approved procedures at market terms; no such loans were nonaccrual, past due, restructured, or problem at 12/31/2024; related-person transactions require advance approval by disinterested directors with additional audit committee oversight, independent appraisals where applicable, and abstention by interested directors .
- Independence despite related-party contexts: The board’s 2025 independence review (considering loans, deposits, lease agreements, and arm’s-length purchases) concluded Coccia and other listed directors are independent .
Shareholder Sentiment Signals
- 2025 annual meeting results: Shareholders approved the advisory say‑on‑pay proposal (For 5,238,315; Against 373,168; Abstain 118,094; broker non‑votes 1,749,307) and ratified Baker Tilly; a bylaw amendment to limit personal liability of directors/officers (required 75% of votes entitled to cast) was not approved (For 5,221,401; Against 456,348; Abstain 51,828; broker non‑votes 1,749,307) .
Governance Assessment
- Strengths
- Independence affirmed under Nasdaq; no compensation committee interlocks; formal related‑party transaction controls; audit committee oversees related‑party reviews .
- Attendance threshold met (≥75%) during 2024 service period; all directors attended 2024 annual meeting .
- Long experience as an operating executive and prior bank director enhances board’s community banking and small‑business perspective .
- Watch items / potential red flags
- Related‑party debt: JJS Family Partnership’s $1.5 million purchase of PFIS subordinated notes and $34,266 interest received in 2024 creates a creditor relationship to monitor, though board independence was affirmed and policies govern such dealings .
- Director equity for 2024 was fully vested upon grant (cash‑like) rather than performance‑conditioned, which modestly weakens long‑term alignment for directors versus performance‑based units .
- No disclosed committee assignments for Coccia as of the 2025 proxy; absence from key committees may limit direct influence on audit, compensation, and governance oversight .
Overall: Coccia is an independent, community‑rooted operator with long bank board tenure, new to PFIS post‑merger. Governance frameworks (related‑party controls, committee oversight) mitigate identified exposures; monitoring is warranted on related‑party debt and the design of director equity grants going forward .