Joseph DeNaples
About Joseph L. DeNaples
Independent director of Peoples Financial Services Corp. (PFIS); age 46; appointed to the PFIS board on July 1, 2024 via the FNCB merger, with legal and risk management credentials (partner at Cipriani & Werner, PC; Director of Risk Management for Mount Airy Casino Resort) . The board affirmed his independence under Nasdaq standards; all directors attended at least 75% of meetings in 2024 and the 2024 annual meeting . Beneficial ownership: 51,843.1670 PFIS shares (<1%) as of March 3, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNCB Bancorp, Inc. | Director | 2017–2024 (pre-merger) | Public company board experience carried into PFIS via merger |
| FNCB Bank | Director | 2017–2024 (pre-merger) | Banking board governance experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cipriani & Werner, PC | Partner (banking, commercial, real estate, gaming, corporate, secured transactions, bankruptcy law) | Ongoing | Legal expertise relevant to bank governance |
| Mount Airy Casino Resort | Director of Risk Management | Ongoing | Risk oversight and compliance experience |
| Lackawanna County Sheriff’s Office | Solicitor | Ongoing | Public sector legal advisory |
| County of Lackawanna Transit System Authority | Solicitor | Ongoing | Public sector legal advisory |
| NEPA Council Scouting America | Board member | Ongoing | Community governance |
| Saint Francis of Assisi Kitchen | Board member | Ongoing | Community governance |
| Education | JD, Villanova University Charles Widger School of Law | — | Legal qualifications |
Board Governance
- Independence: Board determined Joseph L. DeNaples to be independent under Nasdaq standards .
- Tenure on PFIS Board: Appointed July 1, 2024 .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of board/committee meetings; all then-serving directors attended the 2024 annual meeting .
- Committee assignments:
- Compensation Committee – Member; committee met 7 times in 2024; Chair: Joseph T. Wright, Jr. .
- Nominating & Corporate Governance Committee – Member; committee met 2 times in 2024 .
- Not listed on Audit Committee .
- Board leadership: Chair William E. Aubrey II; Vice Chair Louis A. DeNaples, Sr.; CEO Gerard A. Champi; President Thomas P. Tulaney .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $28,502 | Includes annual cash retainer and meeting fees |
| All Other Compensation (2024) | $0 | No other director perquisites for Joseph L. DeNaples |
| Total Cash (2024) | $28,502 | — |
Director fee schedule (structure):
- Annual cash retainer: $20,000; Board meeting fee: $2,000/meeting; Committee meeting fee: $500; Advisory meetings: $300 .
- Chair premiums (not applicable to Joseph L. DeNaples): Audit $417/mo; Compensation $292/mo; Nominating & Corporate Governance $250/mo; various bank committee chairs $209/mo .
Performance Compensation
| Grant Type | Grant Date | Shares (#) | Grant Value/Price | Vesting/Notes |
|---|---|---|---|---|
| Restricted Stock (PFIS Director Award) | Jan 31, 2025 | 140 | $50.79 per share used for grant value (fully vested on grant) | Legacy FNCB directors received 140 shares, fully vested |
| Common Stock Acquisition (Merger-related award) | Jul 1, 2024 | 51,308 | N/A (A-code award) | Reported on Form 4; acquisition on merger closing |
Notes:
- PFIS director equity awards for 2025 were time-vested restricted stock fully vested upon grant; directors do not have PSUs or option-based performance metrics disclosed .
- Company-wide incentive metrics used for executives (EPS, asset/revenue/loan/deposit growth, asset quality ratios), but no director-specific performance targets; in 2024 executive goals were discretionary due to the merger .
Other Directorships & Interlocks
- Current public company boards: PFIS .
- Prior public company board: FNCB Bancorp, Inc. (2017–2024), merged into PFIS; interlock risk mitigated by merger completion .
- Family relationship: Nephew of PFIS Vice Chairman Louis A. DeNaples, Sr.; board reviewed relationships and affirmed independence .
- Related-party transactions context: PFIS discloses loans/deposits to directors on market terms; in 2024, Louis A. DeNaples, Sr. and JJS Family Partnership (controlled by director Joseph Coccia) each held $1.5MM PFIS subordinated notes, earning $34,266 interest; no Joseph L. DeNaples specific related-party transaction over $120,000 disclosed .
Expertise & Qualifications
- Legal expertise across banking, commercial, real estate, gaming, corporate, secured transactions, bankruptcy; JD from Villanova .
- Risk management leadership (Mount Airy Casino Resort); public-sector solicitor roles; community board service .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (PFIS common) | 51,843.1670 shares; <1% of outstanding |
| Ownership guidelines | Directors must own ≥4x annual retainer; all non-employee directors compliant as of Dec 31, 2024 |
| Hedging/Pledging | Hedging/monetization transactions prohibited by policy; no pledging disclosures for Joseph L. DeNaples |
Insider Trades
| Date (Trade) | Reported Date | Form | Type | Shares | Price | Post-Trade Holdings |
|---|---|---|---|---|---|---|
| Jul 1, 2024 | Jul 1, 2024 | Form 4 | A (award/acquisition) | 51,308 | N/A | 51,308 (direct) |
| Jan 31, 2025 | Feb 4, 2025 | Form 4 | A (director award) | 140 | $0 (company award) | 51,843 (direct) |
Governance Assessment
- Strengths:
- Independent status affirmed despite family ties; active committee service on Compensation and Nominating & Governance; robust attendance .
- Director compensation structure balances cash retainer/meeting fees with modest equity grants; full compliance with stock ownership guidelines; hedging prohibited, supporting alignment .
- Compensation Committee engaged independent consultant (Pearl Meyer) in 2024, bolstering pay governance .
- Watch items / RED FLAGS:
- Family interlock: Joseph L. DeNaples is nephew of Vice Chair Louis A. DeNaples, Sr.; while independence affirmed, investors should monitor related-party exposures (e.g., Louis Sr.’s subordinated note holdings) and committee decisions for perceived influence .
- Bylaw exculpation proposal (limiting officer/director monetary liability) failed to secure the 75% supermajority; indicates shareholder sensitivity to governance risk—monitor board responsiveness .
- Shareholder sentiment:
- 2025 say-on-pay passed (For: 5,238,315; Against: 373,168; Abstain: 118,094; broker non-votes: 1,749,307), suggesting acceptable pay practices .
Director Compensation (Detail)
| Year | Cash Fees ($) | Equity Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 28,502 | 7,206 (140 shares fully vested Jan 31, 2025; grant valuation reference $50.79) | 35,708 |
Committees Snapshot
| Committee | Role | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Member | Joseph T. Wright, Jr. | 7 |
| Nominating & Corporate Governance | Member | Not specified | 2 |
| Audit | Not a member | Chair: Thomas J. Melone, CPA | 5 |
Attendance & Engagement
| Metric | Detail |
|---|---|
| Board meetings | 12 in 2024 |
| Attendance threshold | Each director attended ≥75% of aggregate board/committee meetings |
| Annual meeting | All then-serving directors attended 2024 annual meeting |
Related-Party & Conflicts Overview
- Policy framework: Formal review/approval by disinterested directors; loans to related persons on market terms; audit committee oversight of related party transactions .
- 2024 transactions: Subordinated notes owned by Louis A. DeNaples, Sr. and JJS Family Partnership (Joseph Coccia) with interest paid; no Joseph L. DeNaples-specific related-party transactions ≥$120,000 disclosed .
- Independence determination considered loans, deposits, leases, arm’s-length purchases; board concluded independence not impaired .