Mary Griffin Cummings
About Mary Griffin Cummings
Executive Vice President & General Counsel at Peoples Financial Services Corp. (PFIS) and Peoples Security Bank & Trust Company; appointed effective July 1, 2024. Age 62. Previously EVP & General Counsel at FNCB Bancorp/Bank (2012–2024) and senior legal roles in healthcare; licensed attorney in PA and admitted to U.S. District Court for the Middle District of PA . Initial Form 3 reported no PFIS securities beneficially owned as of July 1, 2024 . Company-level performance context: PFIS 2024 net income was $8,498k and ROATCE 2.63%; Company total shareholder return (TSR) index was 121.93 (base=100 at 12/31/2019) .
| Metric | 2023 | 2024 |
|---|---|---|
| Net Income ($USD thousands) | $27,380 | $8,498 |
| ROATCE (%) | 10.30% | 2.63% |
| Company TSR (Index, 12/31/2019=100) | 110.97 | 121.93 |
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| FNCB Bancorp, Inc. / FNCB Bank | EVP & General Counsel | 2012–2024 | Led legal function through strategic transactions; party to FNCB change-in-control agreements for key executives (including General Counsel), enhancing retention during corporate actions . |
| Wyoming Valley Health Care System, Inc. | Associate GC, Resident Counsel, General Counsel | 2000–2009 | Oversaw legal matters for large health system; later acted as legal consultant to wind down obligations post-asset sale . |
| Private practice / WVH&E Foundation / WVHCS Retention Co. | Attorney / Counsel | 2009–2012 | Provided legal services and governance support in healthcare and foundation contexts . |
External Roles
| Organization | Role | Notes |
|---|---|---|
| Pennsylvania Bankers Services Corporation | Director | Industry service arm governance . |
| Bankers Settlement Services – Capital Region | Board of Governors, Chair | Title agency in which PSBT has an equity interest . |
| Catherine McAuley Center (Scranton, PA) | Chair & Board Member | Community service leadership . |
| McGlynn Learning Center (Wilkes-Barre, PA) | Board Member & Nominating/Governance Chair | Education nonprofit governance . |
| American Red Cross – Northeastern PA | Board Member | Regional nonprofit board service . |
Fixed Compensation
Not individually disclosed in PFIS’s 2025 proxy (she is not a named executive officer for 2024); PFIS states base pay is set by role scope, experience, and peer benchmarking, with annual review by the Compensation Committee .
Performance Compensation
- Annual cash incentives: PFIS operates a Cash Incentive Plan for executives. For 2024, due to the FNCB merger, the committee did not set specific performance goals and exercised discretion on bonuses under plan provisions .
- Long-term incentives: In 2024, PFIS granted only time-vested restricted stock (no performance-vested RSUs that year), vesting ratably over three years, subject to continued employment .
- Clawbacks: PFIS maintains a Dodd-Frank-compliant recoupment policy adopted in 2023, and separate plan clawbacks for incentive compensation tied to restatements or misconduct .
| Element | Metric/Structure | Weighting/Target | 2024 Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Discretionary under Cash Incentive Plan (no 2024 goals due to merger) | N/A | Committee discretion (companywide approach in 2024) | N/A |
| Long-term Equity (RS) | Time-vested restricted stock | N/A (no PSU in 2024) | Awarded per role/committee decision | 3-year ratable vesting |
| Clawback Policy | Financial restatement/misconduct triggers | N/A | Applies to cash and equity incentives | N/A |
Company performance measures typically used in incentive programs include EPS growth, asset/revenue growth, loan/deposit growth, expense-to-assets, NPA and net charge-off ratios; however, 2024 goals were not set due to the merger .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | Initial Form 3 reported “No securities are beneficially owned” as of 7/1/2024 . |
| Ownership guidelines | Executive officers expected to beneficially own PFIS shares ≥ 2x base salary within 5 years (policy applies to exec officers receiving equity awards) . |
| Hedging/pledging | PFIS policy prohibits hedging/monetization transactions by directors, officers, employees, and controlled persons/entities . |
| Vested vs. unvested | Not disclosed for Ms. Cummings (no Form 4 transactions identified to date; not listed among NEO award tables for 2024) . |
Insider trading activity signal: No Form 4 transactions found for Ms. Cummings through the period reviewed; initial holdings were zero, implying low near-term insider selling pressure unless/until equity awards are granted and vest .
Employment Terms
- Role and appointment: EVP & General Counsel effective July 1, 2024 .
- Severance/Change-in-Control (PFIS plan effective Sept 2, 2025): The General Counsel is designated Tier II, eligible for (a) non-CIC severance equal to 12 months base salary paid over 12 months plus pro-rata annual bonus and 12 months COBRA premium reimbursement; and (b) CIC severance equal to a lump sum of 24 months base salary plus 2x target bonus, and 24 months COBRA reimbursement; payment contingent on execution of a separation agreement with a 12-month non-solicitation covenant .
- Historical (pre-merger) protection: FNCB Bank maintained change-in-control agreements for certain executives including the General Counsel (Ms. Cummings) that provided severance/security upon qualifying CIC terminations; these agreements were disclosed in the S-4/A merger materials .
- Clawback/forfeiture: Company-wide incentive compensation recoupment policy applies; PFIS may forfeit or claw back severance under specified misconduct/regulatory triggers per plan/policy .
Risk Indicators & Related Party
- Related party transactions: PFIS disclosed routine banking relationships with insiders subject to board approval and on market terms; no specific related party transactions disclosed involving Ms. Cummings .
- Section 16 compliance: PFIS reported certain late Form 4s for other officers; Ms. Cummings was not listed among late filers for 2024 .
- Governance safeguards: Active risk oversight committees; compensation risk reviewed; clawbacks in place; hedging/monetization ban for insiders .
Investment Implications
- Alignment/skin-in-the-game: Starting from zero reported holdings (7/1/2024) with a 2x-salary ownership requirement over five years suggests alignment will build over time; monitor future equity grants and Form 4s for accumulation pace .
- Retention risk: Tier II severance/CIC protections materially reduce unwanted turnover risk through defined non-CIC and CIC economics, supporting continuity in a post-merger integration environment .
- Selling pressure: With no initial holdings and no reported insider sales, near-term selling overhang from Ms. Cummings appears minimal; watch vesting schedules if/when RS/PSU awards are granted .
- Pay-for-performance: 2024’s discretionary cash bonus framework (due to the merger) and absence of PSUs that year reduce direct performance linkage for the period, though PFIS historically uses financial/credit quality metrics and maintains clawback mechanisms; evaluate 2025 plan designs for restored performance rigor .