Kathleen McCarthy Lambert
About Kathleen McCarthy Lambert
Kathleen McCarthy Lambert, CPA, age 63, is an independent director of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company, appointed July 1, 2024 in connection with PFIS’s merger with FNCB Bancorp, Inc.; she previously served on the boards of FNCB and FNCB Bank since 2017 . She is an owner of McCarthy Tire Service Company and Subsidiaries, serving as Chief Financial Officer and Corporate Secretary, and holds a B.S. from King’s College; she has received the Athena Award and Top 25 Businesswomen in Northeastern Pennsylvania recognition . The PFIS board determined she is independent under Nasdaq rules, and each of the audit, compensation, and nominating/governance committees is fully independent; all directors, including Lambert, attended at least 75% of applicable meetings in 2024 as the board met 12 times .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNCB Bancorp, Inc. and FNCB Bank | Director | 2017–2024 | Long-standing director prior to merger into PFIS |
| King’s College | Past Vice Chairperson and Past Chairperson of the Board | Not disclosed | Governance leadership at academic institution |
| Northeast Sight Services | Executive Committee member; past Chairman of the Board | Not disclosed | Executive oversight and past board leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| McCarthy Tire Service Company & Subsidiaries | Owner; Chief Financial Officer; Corporate Secretary | Current | Finance leadership of private enterprise |
| Wilkes-Barre General Hospital | Board Member | Current | Healthcare governance |
| Beatrice Eck Foundation | Board Member | Current | Foundation governance |
| Greater Wilkes-Barre Chamber of Business and Industry | Past Board Member | Not disclosed | Regional business engagement |
| Scranton Diocesan Financial Council | Member | Not disclosed | Financial advisory |
| Community/non-profits (United Way, AHA, St. Vincent DePaul Soup Kitchen, King’s College, CYC, Holy Redeemer HS, John Heinz Rehab, Big Brothers/Big Sisters, Volunteers in Medicine) | Fundraising/volunteer leader | Not disclosed | Community engagement |
Board Governance
- Independence: The board affirmatively determined Lambert is independent under Nasdaq standards; all members of the audit, compensation, and nominating/governance committees meet applicable heightened independence requirements .
- Committee memberships: Audit Committee (member; designated “audit committee financial expert”) and Nominating & Corporate Governance Committee (member) .
- Committee leadership: Audit Committee chaired by Thomas J. Melone, CPA; Lambert serves as a member and is one of the board’s audit committee financial experts .
- Attendance: Board met 12 times in 2024; each director attended at least 75% of board and committee meetings on which he/she served .
- Shareholder voting signals (2025): Say-on-pay approved (For: 5,238,315; Against: 373,168; Abstain: 118,094); bylaw amendment to adopt director/officer exculpation did not pass the 75% outstanding threshold (For: 5,221,401; Against: 456,348; Abstain: 51,828); auditor ratification approved (For: 7,335,717; Against: 83,649; Abstain: 59,518) .
Fixed Compensation
| Component | Structure/Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $20,000 | Paid to all non-employee directors |
| Board meeting fee | $2,000 per meeting | Applies to Company or Bank board meetings |
| Committee meeting fee | $500 per meeting | Applies to all committees |
| Certain advisory meetings | $300 per meeting | As specified by company |
| Chair stipends (select positions) | Audit Chair: $417/month; Compensation Chair: $292/month; Nominating/Gov Chair: $250/month; Bank Trust/ALCO/Asset Quality/IT/ESG Chairs: $209/month each | Incremental to retainer/fees |
| 2024 Director Compensation (Lambert) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 29,002 |
| Stock awards (grant date fair value) | 7,206 |
| All other compensation | 0 |
| Total | 36,208 |
Performance Compensation
| Equity Grant | Date | Shares (#) | Grant-date Price | Vesting | Value |
|---|---|---|---|---|---|
| Annual director stock award (legacy FNCB appointees) | 2025-01-31 | 140 | $50.79/share | Fully vested upon grant | $7,206 (aggregate grant-date fair value) |
| Form 4 record of grant | Filed 2025-02-04 (txn 2025-01-31) | 140 | $0 (Form 4 award line item) | Director award; post-transaction holdings updated | See SEC filing URL |
- No performance metrics apply to non-employee director equity; the January 31, 2025 grant was fully vested on grant for directors .
Other Directorships & Interlocks
- Current public company directorships beyond PFIS: None disclosed .
- Committee interlocks: None disclosed involving Lambert; compensation committee interlocks section does not list her .
- Related-party transactions: The company disclosed related-person lending and two director note investments, but Lambert is not identified in those transactions; loans to related persons follow board-approved, arms-length policies .
Expertise & Qualifications
- CPA with deep finance and accounting expertise; designated by the board as an “audit committee financial expert” under SEC rules .
- Senior operating and finance leadership as CFO/Corporate Secretary of McCarthy Tire Service Company .
- Extensive community and non-profit board experience; recognized with Athena Award and Top 25 Businesswomen in Northeastern Pennsylvania .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership (as of record date) | 3,247.851 shares; <1% of outstanding (9,997,069 shares outstanding) |
| Ownership policy | Non-employee directors must own ≥4x annual retainer within 5 years; as of Dec 31, 2024, each non-employee director was in compliance |
| Hedging/monetization policy | Prohibited for directors, officers, employees, and related parties |
| Recent Insider Filings (Lambert) | Transaction Date | Form | Type | Shares | Post-Transaction Ownership | Source |
|---|---|---|---|---|---|---|
| Initial statement of beneficial ownership | 2024-07-01 | 3 | N/A | — | — | |
| Award/Grant (merger-related equity entry) | 2024-07-01 | 4 | A (Award) | 3,078 | 3,078 | |
| Annual director award | 2025-01-31 | 4 | A (Award) | 140 | 3,247.851 |
Governance Assessment
- Strengths: Independent director; serves on two governance-critical committees (Audit and Nominating/Governance); designated audit committee financial expert; meets attendance expectations; director ownership guidelines met; hedging prohibited, supporting alignment .
- Compensation/Alignment: 2024 director pay is modest (cash fees $29,002; equity $7,206); equity is small, fully vested; cash/equity mix suggests reasonable alignment without excessive risk-taking incentives .
- Conflicts/Related-party risk: No related-party transactions disclosed for Lambert; PFIS maintains rigorous review of related-person lending/transactions; Section 16 compliance note does not list Lambert among late filers for 2024, indicating timely reporting .
- Shareholder sentiment signals: Say-on-pay passed in 2025, while the proposed director/officer exculpation bylaw failed to achieve the supermajority, indicating investors’ sensitivity to director liability protections; continued engagement on governance risk is advisable .
RED FLAGS: None specific to Lambert disclosed in PFIS’s latest proxy and shareholder meeting filings. Continue monitoring for any related-party dealings tied to McCarthy Tire Service or other affiliations and future insider transactions for pledging/hedging or unusual award modifications .