Louis DeNaples Sr.
About Louis A. DeNaples Sr.
Louis A. DeNaples Sr., age 84, has served as a director and Vice Chairman of the Board of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company since July 1, 2024, following the merger with FNCB Bancorp, Inc. He was affirmatively determined independent under Nasdaq listing standards, with the board considering certain loan transactions and other relationships and concluding none impaired independence. He previously chaired FNCB’s board (1998–2008 leave; returned 2013; re‑elected 2014; appointed Chairman 2019) and leads several private enterprises including DeNaples Auto Parts, Keystone Landfill Inc., and Rail Realty, Inc.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNCB Bank / FNCB Bancorp, Inc. | Director; Chairman of the Board | Director since 1972; Chairman 1998 until leave in Feb 2008; returned Dec 23, 2013; re‑elected May 21, 2014; appointed Chairman May 15, 2019 | Long‑tenured leadership across banking cycles; returned to board and later chairmanship |
External Roles
| Organization | Role | Tenure/Notes | Committees/Impact |
|---|---|---|---|
| DeNaples Auto Parts, Inc. | President | Co‑owned with brother | Private operating leadership |
| Keystone Landfill Inc. | President | Co‑owned with brother | Private operating leadership |
| Rail Realty, Inc. | Vice President | Co‑owned with brother | Private operating leadership |
| AllOne Foundation | Board Member | Current | Community oversight |
| AllOne Charities | Board Member | Current | Community oversight |
| AllOne Health Resources | Board Member | Current | Community oversight |
| Allied Services Foundation | Board Member | Current | Community oversight |
| Geisinger Commonwealth School of Medicine | Chairman, Community Advisory Board | Current | Advisory leadership |
| NEPA Highmark | Advisory Board Member | Current | Advisory leadership |
| University of Scranton | Past Chairman, Board of Trustees | Past | Prior governance leadership |
Board Governance
- Independence: The board determined Mr. DeNaples Sr. is independent under Nasdaq standards; all committee members are independent. The board reviewed loans, deposits, leases, and arm’s‑length purchases and found no impairment to independence.
- Board leadership: PFIS separates Chair, CEO, and President roles; current Chair is William E. Aubrey II; Mr. DeNaples Sr. serves as Vice Chairman.
- Attendance: In 2024, the board held 12 meetings and each director attended at least 75% of board and committee meetings; all then‑serving directors attended the 2024 annual meeting.
- Committee memberships: Disclosed rosters show Mr. DeNaples Sr. is not listed on the Audit, Compensation, or Nominating & Corporate Governance committees; he serves as Vice Chairman at the board level.
- Risk oversight: Standing committees include Audit, Compensation, Nominating & Governance, Information Technology, and ESG with defined risk remits.
2025 Shareholder Vote Outcomes (Election and Governance Signals)
| Item | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Louis A. DeNaples Sr. (term to 2028) | 5,523,744 | 149,972 | 55,861 | 1,749,307 |
| Say‑on‑pay (advisory vote) | 5,238,315 | 373,168 | 118,094 | 1,749,307 |
| Bylaw amendment to add director/officer exculpation | 5,221,401 | 456,348 | 51,828 | 1,749,307 |
Fixed Compensation
Director Fee Framework (2024)
| Component | Amount |
|---|---|
| Annual cash retainer (non‑employee directors) | $20,000 |
| Board meeting fee | $2,000 per meeting |
| Committee meeting fee | $500 per meeting |
| Advisory meeting fee | $300 per meeting |
| Annual stock award target | $15,000 (based on average Dec price) |
| Additional chair stipends | Audit Chair: $417/month; Compensation Chair: $292/month; Nominating & Corporate Governance Chair: $250/month; Bank Trust/ALCO/Asset Quality/IT/ESG Chairs: $209/month each |
| Supplemental life insurance (BOLI) | Up to $100,000 benefit; imputed income taxable; plan insures 5 directors |
2024 Compensation – Louis A. DeNaples Sr.
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 25,502 | 7,206 | – (none) | 32,708 |
Performance Compensation
- Director equity awards in early 2025 were fully vested upon grant; legacy FNCB directors (including Mr. DeNaples Sr.) received 140 shares on January 31, 2025 at $50.79 per share; legacy PFIS directors received 280 shares. No performance‑based conditions apply to director grants.
| Award Type | Shares | Grant Date | Vesting | Performance Metrics |
|---|---|---|---|---|
| Restricted Stock (Director annual grant) | 140 (legacy FNCB directors) | Jan 31, 2025 | Fully vested upon grant | None disclosed |
Other Directorships & Interlocks
| Company/Body | Role | Status | Notes |
|---|---|---|---|
| Peoples Financial Services Corp. (PFIS) | Director; Vice Chairman | Current | Appointed July 1, 2024 via FNCB merger |
| FNCB Bancorp, Inc. / FNCB Bank | Director; Chairman of the Board | Prior/Legacy | Long tenure; returned 2013; Chair from 2019 |
| Interlock: Joseph L. DeNaples, Esquire | PFIS Director | Current | Mr. DeNaples Sr. is the uncle of director Joseph L. DeNaples |
Expertise & Qualifications
- Extensive business leadership as President of DeNaples Auto Parts and Keystone Landfill, and VP of Rail Realty; broad community nonprofit governance.
- Banking board experience over decades, including prior chairmanship at FNCB.
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Detail |
|---|---|---|---|
| Louis A. DeNaples Sr. | 336,496.1734 | 3.4% (of 9,997,069 shares outstanding) | Includes 6,569.605 shares held by D&L Realty; 356 by DeNaples Equipment Company; 932 jointly with wife; 2,789.1344 by wife |
Governance Assessment
- Independence and attendance: Board affirmed independence after reviewing related transactions; he met PFIS attendance thresholds and attended the 2024 annual meeting—positive for governance reliability.
- Committee posture: Mr. DeNaples Sr. is Vice Chairman but not listed on Audit, Compensation, or Nominating & Governance committees, limiting direct involvement in financial reporting and pay oversight—neutral/structural consideration.
- Shareholder support: 2025 director election support was high (5.52M for vs. 150k against); say‑on‑pay also passed—supportive investor sentiment.
- Related‑party exposure: He acquired $1.5 million principal amount of PFIS Subordinated Notes due 2030 (5.375% fixed through June 2025; then floating, not less than 4.75%), receiving $34,266 in interest during 2024. The bank also extends loans to directors under policies requiring disinterested board approval and market terms. These are governed by formal procedures, but represent potential conflict vectors.
- Board policy environment: Proposal to add director/officer exculpation to bylaws was not approved—signals shareholder sensitivity to liability protections, relevant for oversight expectations.
RED FLAGS
- Family relationship on the board (uncle/nephew interlock with Joseph L. DeNaples) introduces potential perceived conflicts, though independence was affirmed.
- Related‑party financial instruments (company subordinated notes) and general related‑party lending require continued rigorous oversight to maintain investor confidence, despite disclosed governance controls.
Positive Signals
- Longstanding banking board experience and community governance roles add institutional knowledge.
- Clear director compensation framework with modest equity and meeting‑based fees; no performance‑based director equity minimizes pay‑for‑performance conflict at the board level.