Richard Lochen Jr.
About Richard S. Lochen, Jr.
Richard S. Lochen, Jr., CPA, age 61, is an independent director of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company, serving since 2003. He is a Certified Public Accountant and partner-level practitioner at Lochen & Chase PC since 1995; in January 2023, Lochen & Chase PC merged into McGrail Merkel and Quinn PC (MMQ PC). He previously served as President (appointed May 2006) and then President and Chief Executive Officer of PFIS from January 2007 until November 2009, bringing executive leadership and public company auditing expertise to the board . The PFIS board affirmatively determined Lochen to be independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Financial Services Corp. (PFIS) | President | Appointed May 2006 | Executive leadership experience and operational understanding of PFIS |
| Peoples Financial Services Corp. (PFIS) | President & Chief Executive Officer | Jan 2007 – Nov 2009 | Led PFIS and its banking subsidiary; contributes to board oversight with deep operational insight |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lochen & Chase PC (merged into MMQ PC) | Certified Public Accountant | Since 1995; merged Jan 2023 | Auditing experience with publicly traded financial institutions; SEC filing expertise |
Board Governance
- Independence: Affirmatively determined independent under Nasdaq standards; also independent for audit, compensation, and nominating committees .
- Committee assignments and roles:
- Audit Committee member; designated “audit committee financial expert” by the board .
- Compensation Committee member (Chair is Joseph T. Wright, Jr.) .
- Nominating & Corporate Governance Committee member .
- Attendance and engagement:
- Board met 12 times in 2024; each director attended at least 75% of aggregate board and committee meetings; all then-serving directors attended the 2024 annual meeting .
- Risk oversight structure: Audit Committee oversees financial reporting, internal control, compliance, and related-party transactions; Compensation Committee oversees incentive risks; Nominating & Governance oversees leadership and governance risks .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 69,014 | 14,412 | 138 | 83,564 |
- Director pay structure: $20,000 annual cash retainer; $2,000 per board meeting; $500 per committee meeting; $300 per advisory meeting; annual stock award target $15,000; additional stipends for committee chairs (Lochen is not listed as a chair) .
Performance Compensation
| Grant Date | Instrument | Shares (#) | Vesting | Notes |
|---|---|---|---|---|
| Jan 31, 2025 | Restricted Stock | 280 | Fully vested upon grant | Legacy PFIS non-employee directors’ annual equity; grant-date closing price $50.79 per share |
- No performance-based metrics are disclosed for director compensation; director equity grants in 2024/early 2025 were time-based and, for January 31, 2025 grants, fully vested at grant .
- Company compensation risk controls include clawback policies (Dodd-Frank Section 954) applied to executives; the audit committee oversees related-party transactions .
Other Directorships & Interlocks
- Current public company directorships: None disclosed outside PFIS .
- Compensation Committee interlock context: Lochen served as a PFIS executive (2006–2010); except for Lochen, no compensation committee member has ever served as a PFIS officer/employee. The board still determined Lochen is independent .
Expertise & Qualifications
- CPA with long-standing public company audit and SEC reporting experience; designated audit committee financial expert by PFIS .
- Former PFIS President/CEO provides institutional memory and operational expertise .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Ownership % of Outstanding | Breakdown |
|---|---|---|---|
| Richard S. Lochen, Jr., CPA | 20,698.3930 | Less than 1% | 323.416 shares held by minor children ; 9,584.946 shares jointly with spouse ; 4,957 shares in a self-directed IRA |
- Ownership policy: PFIS requires non-employee directors to hold shares equal to 4x annual cash retainer; as of Dec 31, 2024, each non-employee director was in compliance .
- Hedging policy: Directors, officers, employees, and controlled parties are prohibited from hedging or monetization transactions in PFIS securities .
- Section 16 compliance: No late Section 16 filings reported for Lochen in 2024 (late filings were noted for other individuals) .
Governance Assessment
- Strengths:
- Independence affirmed; multi-committee service spanning audit, compensation, and nominating/governance .
- Audit committee financial expert designation supports robust financial reporting oversight .
- Consistent meeting attendance (≥75%) and compliance with director ownership guidelines align incentives with shareholders .
- Clear related-party controls and audit committee oversight of such transactions .
- Potential risk indicators and monitoring items:
- Historical executive service while serving on the compensation committee (interlock context) may warrant ongoing scrutiny, though independence was affirmed .
- Board-sponsored proposal to add exculpation for directors and officers (Article 25) could be perceived as liability shielding; investors should weigh rationale (talent attraction and litigation cost mitigation) versus accountability optics .
- Director compensation mix is modest and largely fixed plus annual equity; no performance-based elements for directors, limiting pay-for-performance linkage at the board level .
Overall signal: Lochen’s financial expertise and long PFIS tenure support board effectiveness in oversight of reporting and controls; independence and ownership compliance bolster alignment. The prior executive role interlock and adoption of liability limitation provisions are governance considerations for investors to monitor .