Thomas Melone
About Thomas J. Melone
Thomas J. Melone, CPA, age 66, is an independent director of Peoples Financial Services Corp. (PFIS) appointed July 1, 2024 in connection with PFIS’s merger with FNCB Bancorp, Inc. . He is a Partner at Albert B. Melone Company Certified Public Accountants since 1981, participates in tax preparation/advisory and small business consulting, and is a shareholder of Pro-Data Processing, Inc. . The board has identified him as an “audit committee financial expert,” and he currently chairs PFIS’s Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FNCB Bancorp, Inc. | Director | 2011–2024 | Served on public company board prior to merger; experience carries over to PFIS governance |
| FNCB Bank | Director | 2011–2024 | Bank board governance experience; regional financial expertise |
| Allied Institute of Rehabilitation Medicine | Chairman | Not disclosed | Community health system governance; leadership role |
| John Heinz Institute of Rehabilitation Medicine | Chairman | Not disclosed | Oversight in healthcare rehabilitation governance |
| Allied Services Foundation | Vice Chairman | Not disclosed | Non‑profit governance and fundraising |
External Roles
| Organization | Role | Details |
|---|---|---|
| Albert B. Melone Company CPAs | Partner | Tax prep/advisory; small business consulting; since 1981 |
| Pro-Data Processing, Inc. | Shareholder | Equity interest disclosed |
| Professional Memberships | Member | American Institute of CPAs; Pennsylvania Institute of CPAs |
Board Governance
- Independence: PFIS’s board affirmatively determined Melone is independent under Nasdaq listing standards; all members of the audit, compensation, and nominating committees are independent per additional criteria .
- Committee assignments: Currently serves on Audit (Chair), Compensation, and Nominating & Corporate Governance committees; audit committee met 5 times in 2024, compensation committee 7 times, and nominating & governance 2 times .
- Attendance: In 2024, the board held 12 meetings and each director attended at least 75% of board and committee meetings during their service; all then‑serving directors attended the 2024 annual meeting of shareholders .
- Risk oversight: Audit oversees financial reporting, internal controls, compliance, internal audit, and related party transactions; compensation oversees incentive plan risk; nominating & governance oversees leadership, succession, and governance policies .
- Ownership policy: PFIS requires non‑employee directors to own PFIS stock equal to 4× annual retainer; as of December 31, 2024, all non‑employee directors were in compliance .
- Hedging policy: PFIS prohibits directors, officers, employees, and related persons from engaging in hedging or monetization transactions involving PFIS securities .
- Shareholder votes (signals): 2025 say‑on‑pay passed (For 5,238,315; Against 373,168; Abstain 118,094; Broker non‑votes 1,749,307) . Proposal to add a new bylaw Article 25 to limit director/officer liability did not meet the required 75% outstanding vote threshold (For 5,221,401; Against 456,348; Abstain 51,828; Broker non‑votes 1,749,307) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $33,004 | Director cash fees earned in 2024 |
| Annual Cash Retainer | $20,000 | All non‑employee directors |
| Meeting Fees | $2,000 per board mtg; $500 per committee mtg; $300 advisory mtg | Applies to all non‑employee directors |
| Audit Committee Chair Fee | $417 per month | Additional chair fee for audit chair (Melone) |
Performance Compensation
| Equity Award | Grant Date | Shares | Vesting/Terms | Valuation Detail |
|---|---|---|---|---|
| Director Stock Awards (2024 disclosure) | 2024 | — | Time‑vested restricted stock used for director compensation; reported value below | Aggregate grant date fair value shown in table |
| Director Stock Awards ($) (2024) | 2024 | — | Fully vested timing for 2025 grants noted | $7,206 aggregate grant date fair value |
| 2025 Director Grant (legacy FNCB directors) | Jan 31, 2025 | 140 | Fully vested upon grant | Grant date price $50.79 per share |
- PFIS’s director equity compensation is not tied to performance metrics (no options or PSUs for directors disclosed), and thus there are no performance targets applicable to Melone’s director equity awards .
Other Directorships & Interlocks
| Company/Organization | Type | Role | Interlock/Conflict Notes |
|---|---|---|---|
| FNCB Bancorp, Inc. | Public | Director (2011–2024) | Prior public board service; merged into PFIS |
| FNCB Bank | Bank | Director (2011–2024) | Prior bank board service |
| Allied Services entities | Non‑profit | Chairman/Vice Chair | Community boards; no PFIS related‑party transactions disclosed |
- Related party transactions: PFIS discloses loans to directors/executives and entities where they have interests, subject to board approval and market terms; specific 2024 note interest payments to Louis A. DeNaples, Sr. and JJS Family Partnership (Coccia) are disclosed, with no material transactions involving Melone noted .
- Independence review considered deposits, leases, and arm’s‑length purchases from companies where directors/family members are officers or employees; board concluded these did not impair independence .
Expertise & Qualifications
- CPA; audit committee financial expert designation by PFIS board .
- Extensive tax, accounting, and small business advisory experience; financial management work with Pennsylvania public school districts .
- Community governance leadership at Allied Services institutions; professional membership in AICPA and PICPA .
Equity Ownership
| Holder | Shares Beneficially Owned | Ownership % | Notes |
|---|---|---|---|
| Thomas J. Melone, CPA | 2,756.0000 | <1.0% | As of March 3, 2025; % based on 9,997,069 shares outstanding |
| Compliance with Director Ownership Policy | — | — | All non‑employee directors in compliance (≥4× retainer requirement) as of Dec 31, 2024 |
| Hedging/Pledging | — | — | Hedging/monetization prohibited by policy (pledging not specified) |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and SEC‑defined financial expert—enhances oversight of financial reporting, internal controls, and related‑party transactions . Robust committee participation (Audit, Compensation, Nominating & Governance) with active committee meeting cadence in 2024 . Ownership alignment supported by share ownership guidelines and compliance; hedging prohibited .
- Signals: 2025 say‑on‑pay support indicates shareholder acceptance of compensation practices; shareholder rejection of bylaw exculpation amendment suggests sensitivity to director/officer accountability—relevant for board decision‑making optics and liability posture .
- Conflicts/Red flags: No material related‑party transactions involving Melone disclosed; independence affirmed after review of relationships and arm’s‑length transactions; Section 16(a) filings were broadly compliant, with late filers named not including Melone .
- Overall: Melone’s audit leadership and financial expertise support board effectiveness and investor confidence; ongoing vigilance warranted given PFIS’s related‑party lending framework and shareholder stance on liability protections .