Ronald Kukuchka
About Ronald G. Kukuchka
Ronald G. Kukuchka, age 71, has served as an independent director of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company since 2007. He has been President of Ace Robbins, Inc. since 1982, bringing over four decades of operating leadership in the petroleum distribution and convenience retail sector; he also serves as director for the Pennsylvania Marketers & Convenience Store Association, director of the Tunkhannock Fireman’s Relief Association, and trustee of the Roy Piper Charitable Trust . The board has affirmatively determined he is independent under Nasdaq listing standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ace Robbins, Inc. | President | 1982–present | Long-tenured operator in regional petroleum distribution; brings small-business and regional market insight |
| Peoples Financial Services Corp. | Director | 2007–present | Independent director contributing operating, risk and community perspective |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Pennsylvania Marketers & Convenience Store Association | Director | Not disclosed | Industry association governance experience |
| Tunkhannock Fireman’s Relief Association | Director | Not disclosed | Community/non-profit governance |
| Roy Piper Charitable Trust | Trustee | Not disclosed | Philanthropic oversight |
Board Governance
- Independence: Independent under Nasdaq standards; all current members of Audit, Compensation, and Nominating & Governance committees are independent .
- Committee assignments (PFIS Board):
- Audit Committee – Member (Chair: Thomas J. Melone, CPA) .
- Compensation Committee – Member (Chair: Joseph T. Wright, Jr.) .
- Nominating & Corporate Governance Committee – Member .
- Attendance and engagement:
- Board held 12 meetings in 2024; each director attended at least 75% of aggregate board and committee meetings during their service period .
- All then-serving directors attended the 2024 annual meeting; no formal policy on AGM attendance .
- Share ownership policy: Non-employee directors must own ≥4x annual retainer; all non-employee directors were in compliance as of Dec 31, 2024 .
- Hedging policy: Hedging/monetization transactions involving company securities are prohibited for directors, officers and employees (and related persons) .
Fixed Compensation (Director)
| Year | Fees Earned or Paid in Cash ($) | All Other Comp ($) | Notes |
|---|---|---|---|
| 2024 | 57,012 | 407 | “All other” reflects imputed income on split-dollar supplemental life insurance, if applicable |
| Program Structure (2024) | — | — | - $20,000 annual cash retainer to non-employee directors; $2,000 per board meeting; $500 per committee meeting; $300 per certain advisory meetings; additional monthly retainers for select committee chairs and board/Bank roles (e.g., Audit Chair +$417/mo; Compensation Chair +$292/mo; Nominating Chair +$250/mo; others +$209/mo; Board Chair +$40,000/yr) |
Performance Compensation (Director Equity)
| Grant Date | Instrument | Shares (#) | Grant Value ($) | Vesting | Notes |
|---|---|---|---|---|---|
| Jan 31, 2025 | Restricted Stock | 280 | 14,412 | Fully vested upon grant | Legacy PFIS non-employee directors each received 280 shares; value based on $50.79 close on grant date |
Other Directorships & Interlocks
- Other current public company boards: Not disclosed for Mr. Kukuchka in PFIS proxy .
- Compensation committee interlocks: None disclosed involving PFIS and other entities; one committee member (not Mr. Kukuchka) previously served as a PFIS executive (Lochen, 2006–2010) .
- Related-party/credit interlocks: Board reviews director independence considering loans, deposits, and arm’s-length dealings; none impaired independence per board determination .
Expertise & Qualifications
- Operating leadership: 40+ years as president/owner-operator in petroleum and convenience retail, bringing SMB operating, customer, and regional economic insight .
- Community/charitable governance: Multiple non-profit and charitable roles (trustee/director) supporting stakeholder and reputational perspective .
- Committee experience: Service on Audit, Compensation, and Nominating & Governance committees supports board oversight breadth .
Equity Ownership
| Holder | Beneficially Owned Shares | Ownership % of PFIS | Notes |
|---|---|---|---|
| Ronald G. Kukuchka | 32,774.9840 | <1% (proxy indicator “*”) | Includes all shares with voting/investment power as defined; PFIS had 9,997,069 shares outstanding at 3/3/2025 |
| Director Ownership Policy | — | — | Non-employee directors required to hold ≥4x annual retainer; all were in compliance as of 12/31/2024 |
| Hedging/Pledging | — | — | Hedging/monetization prohibited; no pledging disclosures specific to Mr. Kukuchka in proxy |
Insider Trades and Section 16 Compliance
| Item | Detail |
|---|---|
| Section 16 filings | Company reports one late Form 4 for Mr. Kukuchka in 2024 (one transaction reported untimely) |
Governance Assessment
- Strengths for investor confidence:
- Independence confirmed; serves on all core governance committees (Audit, Compensation, Nominating & Governance), enhancing oversight coverage .
- Adequate engagement (≥75% attendance) and AGM participation among all directors; board maintains share ownership guidelines that all non-employee directors meet, aligning interests .
- Audit Committee oversight includes related-party transactions; board independence review found no impairments, mitigating conflict risks .
- Prohibition on hedging/monetization transactions aligns with modern best practices for alignment .
- Watch items and potential red flags:
- One late Form 4 (administrative compliance lapse) in 2024—minor process flag but not uncommon among small-cap banks; no pattern disclosed .
- As an owner-operator in the local petroleum/convenience market, future related-party exposure is structurally possible, but none specific to Mr. Kukuchka are disclosed; PFIS uses board approvals and arm’s-length standards for any director-related loans/transactions .
- Compensation alignment:
- Director pay balanced between cash and modest equity; 2025 grant fully vested RS aligns with peer small-cap practice, though immediate vesting reduces retention leverage; total 2024 compensation for Mr. Kukuchka was $71,831 (cash $57,012; equity $14,412; other $407) .
- Overall: Independent, multi-committee engagement with strong ownership alignment and limited disclosed conflicts. Minor Section 16 timeliness issue noted; continued monitoring of any related-party exposure advisable given local business ties .