Sandra Bodnyk
About Sandra L. Bodnyk
Sandra L. Bodnyk, age 73, is an independent director of Peoples Financial Services Corp. (PFIS) and Peoples Security Bank and Trust Company, appointed on February 28, 2020. She brings a deep banking background including enterprise risk management, commercial lending, regulatory compliance, and technology/information security oversight, with prior senior roles at BB&T (now Truist) and National Penn Bank following KNBT Bancorp/Keystone Nazareth Bank & Trust Company .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Branch Banking & Trust Company (BB&T) | Executive Vice President, Senior Loan Administrator | Apr 2016 – Dec 2018 | Senior credit administration experience |
| National Penn Bank | Senior Executive Vice President, Chief Risk Officer | Jan 2013 – Apr 2016 | Enterprise risk management; compliance and technology oversight |
| National Penn Bank | Group EVP & Chief Risk Officer (earlier role) | Pre-2013 (dates not specified) | Risk leadership |
| KNBT Bancorp/Keystone Nazareth Bank & Trust | Various roles (not specified) | Prior to National Penn | Banking operations foundation |
External Roles
No other public company directorships disclosed for Ms. Bodnyk in the latest proxy .
Board Governance
- Independence: The board determined Ms. Bodnyk is independent under Nasdaq listing standards; all members of the audit, compensation, and nominating committees are independent under applicable heightened standards .
- Attendance: In 2024, the board met 12 times; each director attended at least 75% of the aggregate board and committee meetings on which they served; all then-serving directors attended the 2024 annual meeting .
- Share ownership policy: Non-employee directors must own shares equal to 4× the annual retainer, with 5 years to comply; all non-employee directors were in compliance as of Dec 31, 2024 .
| Committee | Member (Bodnyk) | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | Yes | No (Chair: Thomas J. Melone, CPA) | 5 |
| Compensation | Yes | No (Chair: Joseph T. Wright, Jr.) | 7 |
| Nominating & Corporate Governance | No | — | 2 |
- Risk oversight structure: Audit oversees financial reporting/controls and related-party transactions; Compensation oversees compensation risk and clawback frameworks; Nominating oversees governance/succession. The board also maintains an Information Technology Committee for cybersecurity/information risk .
- Director/officer exculpation: Board proposed a bylaw amendment to add Article 25 limiting personal liability of directors/officers to the extent permitted by Pennsylvania law (requires 75% shareholder approval) .
Fixed Compensation
| Component | PFIS Program Value | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $20,000 | Applies to all non-employee directors |
| Board meeting fee (per meeting) | $2,000 | Company or Bank board |
| Committee meeting fee (per meeting) | $500 | Standing committees |
| Advisory meeting fee (per meeting) | $300 | Certain advisory meetings |
| Chair premiums (monthly) | Audit $417; Compensation $292; Nominating $250; IT $209; ESG $209; Bank Trust/ALCO/Credit $209 | Chair adders; Ms. Bodnyk does not chair a committee |
| Director | Fees Earned/Paid in Cash ($) | Stock Awards ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|
| Sandra L. Bodnyk (2024) | 63,012 | 14,412 | 409 | 77,833 |
Performance Compensation
| Grant Date | Instrument | Shares/Units | Grant Date Price | Grant Date Fair Value | Vesting |
|---|---|---|---|---|---|
| Jan 31, 2025 | Restricted Stock (fully vested) | 280 (legacy PFIS non-employee directors) | $50.79/share | $14,412 | Fully vested upon grant |
- Annual director equity target value is $15,000 based on average December closing price; awarded as restricted stock and was fully vested at grant for non-employee directors .
- No director PSUs, options, or performance metrics tied to director equity disclosed .
Other Directorships & Interlocks
- Compensation Committee interlocks: None; while Ms. Bodnyk serves on the Compensation Committee, the proxy reports no interlocks in 2024 (Mr. Lochen previously an executive officer 2006–2010) .
- No other external public boards for Ms. Bodnyk disclosed .
Expertise & Qualifications
- Enterprise risk management leadership (CRO roles), commercial lending oversight, regulatory compliance, and technology/information security experience .
- Independent director status under Nasdaq, serving on Audit and Compensation Committees .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 5,187 |
| Ownership % of outstanding | <1.0% |
| Director ownership guideline | 4× annual retainer; 5-year compliance window |
| Compliance status (Dec 31, 2024) | In compliance |
| Hedging policy | Hedging/monetization transactions prohibited for directors/officers/employees and related parties |
| Pledging | No pledging disclosed for Ms. Bodnyk |
Governance Assessment
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Positive signals
- Independent director with CRO-level risk expertise; placed on Audit and Compensation, aligning oversight skills with committee mandates .
- Attendance threshold met (≥75% of board/committee meetings) and participation in annual meeting, supporting engagement .
- Equity ownership guideline compliance and anti-hedging policy enhance alignment; ongoing annual fully vested equity grants provide exposure to shareholder returns .
- No related-party transactions involving Ms. Bodnyk identified; board reviews any loans/dealings with related persons under formal policies, with independence reaffirmed after consideration of such relationships .
-
Watch items / context
- Board proposed broad director/officer exculpation under Pennsylvania law; while common in market, investors often scrutinize such provisions for accountability implications—requires 75% vote .
- Broader board environment includes disclosed familial relationships (e.g., DeNaples family) and director investments in company subordinated notes (Coccia/DeNaples), though independence was affirmed and such transactions were on market terms; none involve Ms. Bodnyk .
-
Compensation structure
- Director pay mix is modest cash retainer and meeting fees plus small annual equity grant; no performance-based equity for directors, limiting pay-for-performance signaling at the director level but typical for community bank governance .
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Overall assessment
- Ms. Bodnyk’s risk governance background and committee service support board effectiveness in oversight of credit/compliance/compensation risks. Her ownership compliance and lack of conflicts bolster investor confidence, with no red flags specific to her disclosed in the latest proxy .