Thomas Tulaney
About Thomas P. Tulaney
Thomas P. Tulaney, age 65, is President of Peoples Financial Services Corp. and Peoples Security Bank and Trust Company, effective January 1, 2025; he previously served as Senior Executive Vice President and Chief Operating Officer (May 2017–May 2020; July–Dec 2024) and Executive Vice President & Chief Lending Officer since the 2013 Penseco merger, having joined Penn Security Bank & Trust in April 2011; as President, he leads day-to-day operations and business development for the Bank and Company . Company performance during 2024 included total shareholder return (TSR) of 121.93, net income of $8.498 million, and ROATCE of 2.63% amid merger integration dynamics; prior years show TSR 110.97 (2023) and 113.83 (2022), with net income of $27.380 million (2023) and $38.090 million (2022), and ROATCE of 10.30% (2023) and 14.80% (2022) . He has served as a director of the Bank since May 2020; the Company maintains hedging prohibitions and clawback policies that apply to executive officers, including the President .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peoples Financial Services Corp. / Peoples Security Bank & Trust | President | Jan 2025–present | Leads day-to-day operations and business development |
| Peoples Financial Services Corp. / Peoples Security Bank & Trust | Senior EVP & Chief Operating Officer | May 2017–May 2020; Jul–Dec 2024 | Enterprise operations oversight; added Wealth Management oversight Dec 2018 |
| Peoples Financial Services Corp. (post-Penseco merger) | Executive VP & Chief Lending Officer | Nov 2013–May 2017 | Commercial lending leadership through merger integration |
| Penn Security Bank & Trust Company | Executive VP & Deputy Chief Lending Officer | Apr 2011–Nov 2013 | Lending leadership prior to Peoples/Penseco merger |
| First National Community Bank | Senior EVP; Corporate Sales Division Manager (promoted from EVP) | 1994–2011 | Regional sales leadership; progressed from EVP to Senior EVP |
| Third National Bank (Independence Bank Corp) | Senior Vice President | Pre-1994 | Senior commercial banking role |
| PNC Bank | Regional Vice President | Pre-1994 | Regional banking leadership |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peoples Security Bank & Trust Company | Director | Since May 2020 | Board-level oversight of banking operations |
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 325,000 | 335,000 | 335,000 |
| Bonus ($) | – | – | 83,750 |
| All Other Compensation ($) | 34,856 | 32,943 | 37,493 |
| Total ($) | 680,842 | 645,389 | 481,350 |
Perquisites detail for 2024 included country club membership ($13,891), automobile allowance ($3,332), 401(k) safe harbor ($10,350), 401(k) match ($8,920), and holiday bonus ($1,000) .
Target annual bonus opportunity is 35% of base salary per his employment agreement; 2024 cash bonus was discretionary (committee awarded 25% of base) due to the FNCB merger pendency .
Performance Compensation
| Plan/Instrument | Metric(s) | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| Cash Incentive Plan (2024) | Discretionary (no specific performance goals set) | N/A | N/A | N/A | 25% of base salary paid ($83,750) | N/A |
| Cash Incentive Plan (2023/2022) | Company/individual performance | Committee-set | Not disclosed | Not disclosed | $46,900 (2023); $93,844 (2022) | N/A |
| Time‑Vested Restricted Stock (2024 grant) | Retention/ownership | N/A | 623 shares | N/A | $25,107 grant date value | Ratably over 3 years (Mar 11, 2025/2026/2027) |
| Performance‑Vested RSUs (prior cycles) | 3‑yr performance ending 12/31/2025 | Historically 70% of targeted LT equity | Target shares unearned | Not disclosed (assumed target for outstanding) | Unearned RSUs outstanding: 1,342 | Earned/vest subject to 3‑yr performance; market value shown at $51.18 as of 12/31/2024 |
Company emphasizes EPS growth, asset/revenue growth, loan/deposit quality and cost ratios as “most important” performance measures used in incentive programs; specific targets/weights for 2024 were not set due to merger timing .
Stock vested in 2024: 553 restricted shares ($22,789 value at $41.21); 594 performance RSUs ($30,401 value at $51.18) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 39,190.0784 shares; less than 1% of 9,997,069 shares outstanding |
| Components (as disclosed) | 17,690.45 shares in self‑directed IRA; 852.2164 ESOP‑allocated; 1,177 joint; 1,175 restricted; balance in other direct holdings |
| Unvested awards (12/31/2024) | 1,175 restricted shares (market value $60,137 at $51.18); 1,342 unearned performance RSUs (market/payout value $68,684 at $51.18) |
| Ownership guidelines | Executives expected to beneficially own ≥2× base salary within 5 years; compliance status not disclosed |
| Hedging/monetization | Prohibited for directors, officers, employees (no hedging or monetization transactions allowed) |
| Pledging | No pledging disclosure; no pledging policy cited for executives in PFIS proxy |
Vesting Calendar (Unvested Awards as of 12/31/2024)
| Award | Shares | Vesting Dates |
|---|---|---|
| Restricted Stock (2019–2023 awards) | 169 | One annual installment on March 11, 2025 |
| Restricted Stock (2022 award) | 383 | Two annual installments on March 11, 2025 and March 11, 2026 |
| Restricted Stock (2024 award) | 623 | Three annual installments on March 11, 2025, March 11, 2026, and March 11, 2027 |
| Performance RSUs (2023 cycle) | 1,342 (target) | Performance period ends December 31, 2025; earned shares vest per plan |
Employment Terms
| Term | Key Economics / Provisions |
|---|---|
| Agreement | Employment agreement dated May 30, 2012; auto‑renews annually unless terminated |
| Base salary | $335,000 in 2024 (subject to annual review; may decrease in across‑the‑board reduction) |
| Target annual cash incentive | 35% of base salary; actual payout based on corporate and individual goals (discretionary in 2024) |
| SERP | $114,600 per year starting at retirement age 65, payable for 20 years; present value of accumulated SERP benefit $1,453,096 as of 12/31/2024 |
| Non‑compete / non‑solicit | 12 months after termination; 24 months if termination in connection with change in control |
| Severance (no cause / good reason) | 12 months of payments equal to base salary plus average annual incentive/bonus; COBRA premiums up to 18 months; estimated cash severance $409,831 at 12/31/2024; health premiums $40,369; SERP continues ($114,600/yr for 20 years) |
| Change‑in‑control severance | 24 months of payments equal to base salary plus average annual incentive/bonus; COBRA premiums up to 24 months; estimated cash severance $819,663 at 12/31/2024; health premiums $53,826; accelerated vesting of $21,700 restricted stock and $68,684 RSUs; SERP continues ($114,600/yr for 20 years) |
| Clawbacks | Dodd‑Frank–compliant clawback policy adopted in 2023; compensation recoupment for restatements; Cash Incentive Plan has clawback provision |
| Perquisites | Country club membership reimbursement and automobile allowance; specifics for 2024 listed above |
Risk Indicators & Governance Notes
- Securities trading policy prohibits hedging/monetization transactions by insiders, reducing misalignment risk from derivative strategies .
- One late Form 4 filing was reported for Mr. Tulaney in 2024, alongside several other officers; no additional Section 16 issues disclosed .
- Compensation committee engaged independent consultant Pearl Meyer in 2024 to review executive pay philosophy and benchmarking; engagement did not impact 2024 NEO pay .
- Company’s executive compensation risk review determined programs are not reasonably likely to have a material adverse effect; clawbacks and governance structures in place .
Compensation Structure Analysis
- 2024 equity grants shifted to 100% time‑vested restricted stock (no performance‑vested RSUs issued in 2024), increasing guaranteed/retention‑oriented equity versus prior years where performance RSUs comprised ~70% of targeted LT equity; committee will reassess mix for 2025 .
- 2024 cash incentives were discretionary due to the FNCB merger timing (no pre‑set goals), indicating increased committee discretion in annual bonus design for the year .
- Stock ownership guidelines for executives (≥2× salary over five years) and hedging prohibitions strengthen alignment; pledging not addressed in PFIS proxy disclosures .
Investment Implications
- Near‑term vesting overhang: multiple restricted stock tranches vest on March 11, 2025/2026/2027 and performance RSUs mature on December 31, 2025; monitor potential selling pressure around these dates .
- Alignment vs. influence: Tulaney’s direct/indirect holdings are <1% of shares outstanding, but SERP and multi‑year equity tie‑outs provide retention incentives; hedging is prohibited and clawbacks apply, mitigating adverse risk behaviors .
- Pay‑for‑performance signal: 2024’s shift to time‑vested equity and discretionary cash bonus (amid merger integration) reflects a retention and integration emphasis over explicit performance targets; watch 2025 equity mix reset and any re‑introduction of performance‑vested awards .
- Change‑in‑control economics: 24‑month salary+bonus severance, COBRA, and accelerated vesting could influence executive decision-making in strategic transactions; SERP provides substantial long‑term value ($114,600/year for 20 years) supporting retention .