Timothy Kirtley
About Timothy Kirtley
Timothy H. Kirtley, age 55, is Executive Vice President, Chief Risk Officer (CRO) of Peoples Financial Services Corp. and Peoples Security Bank & Trust Company, and serves as Corporate Secretary. He became CRO in April 2020 after serving as EVP & Chief Credit Officer from July 2016 to April 2020; prior roles include senior credit leadership at Peoples Bank (Marietta, OH), Delaware County Bank & Trust, Fifth Third Bank, and U.S. Bank (various commercial banking and credit risk roles from 1992–2007) . Company performance context during his tenure shows 2024 TSR index level 121.93 (base=100 at 12/31/2019), net income of $8,498 (thousand), and ROATCE of 2.63% versus 2023 net income of $27,380 (thousand) and ROATCE 10.30%, reflecting merger/integration dynamics; peer bank TSR index 143.68 in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Peoples Financial Services/Peoples Security Bank | EVP & Chief Risk Officer; Corporate Secretary | 2020–present | Enterprise risk management oversight through merger integration cycle . |
| Peoples Financial Services/Peoples Security Bank | EVP & Chief Credit Officer | 2016–2020 | Led credit risk and underwriting, transitioned to CRO role . |
| Peoples Bank (Marietta, OH) | EVP & Chief Credit Officer | 2011–2016 | Credit leadership across commercial portfolios . |
| Delaware County Bank & Trust Co. | EVP & Chief Credit Officer | 2009–2011 | Regional credit and portfolio risk leadership . |
| Fifth Third Bank | VP, Regional Credit Officer & Commercial Real Estate | 2007–2009 | Regional CRE credit oversight . |
| U.S. Bank, N.A. | Various commercial banking and credit risk roles (most recent: VP, Regional Credit Officer, Community Banking) | 1992–2007 | Progressive risk and credit responsibility across community banking . |
External Roles
No external directorships or outside public company roles disclosed for Mr. Kirtley in the latest proxy .
Fixed Compensation
Multi-year compensation detail (Summary Compensation Table):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 250,000 | 255,000 | 265,000 |
| All Other Compensation ($) | 20,312 | 23,570 | 22,991 |
| Total ($) | 443,151 | 434,440 | 397,893 |
2024 “All Other Compensation” detail:
| Component | 2024 Amount ($) |
|---|---|
| Country club membership | 4,853 |
| 401(k) safe harbor contribution | 9,201 |
| 401(k) match | 7,937 |
| Holiday bonus | 1,000 |
| Total All Other Compensation | 22,991 |
Additional fixed program notes:
- Cash/benefit programs (401(k), ESOP, health & welfare) offered on terms comparable to other employees; executive SERP for retention (see SERP below) .
- Executive share ownership guideline: executives who receive equity awards are expected to own company stock ≥ 2× base salary within 5 years .
Performance Compensation
Annual cash incentive and equity incentives:
| Instrument/Metric | Weighting | Target | Actual/Payout | Vesting |
|---|---|---|---|---|
| Annual cash incentive (plan) | N/A 2024 | 30% of base salary per employment agreement | Discretionary 25% of base salary = $66,250 | Cash (no vesting) |
| 2024 Restricted Stock grant | N/A (time‑vested) | N/A | 493 shares; grant date fair value $19,868 | Time‑vested over three annual installments on Mar 11, 2025/2026/2027 (continued employment) |
| Outstanding Performance‑Vested RSUs (target) | Performance‑based | N/A | 1,022 target units outstanding (performance period ends 12/31/2025) | Earn/vest based on performance; values shown at target |
Notes:
- For 2024, due to the FNCB merger pendency, the committee set no specific performance goals and used discretion under the Cash Incentive Plan; Kirtley received a 25% of base bonus ($66,250) .
- Long‑term equity in 2024 shifted to 100% time‑vested restricted stock (no performance‑vested equity that year), vesting ratably over three years; committee to reassess for 2025 .
Company-level performance measures historically used in incentives: EPS growth, revenue growth, asset/loan/deposit growth, expense-to-asset ratio, NPA ratio, and net charge‑offs; no specific 2024 goals due to merger .
Equity Ownership & Alignment
Beneficial ownership (as of March 3, 2025):
| Item | Detail |
|---|---|
| Total beneficial ownership (shares) | 5,432.2168 (includes 215.2168 ESOP‑allocated shares and 916 restricted shares); <1% of outstanding shares . |
| Shares outstanding (Company) | 9,997,069 as of record date . |
| Hedging/Pledging | Hedging/monetization transactions prohibited by policy; no pledging disclosed in proxy . |
| Stock ownership guidelines | Executives expected to own ≥ 2× base salary within 5 years . |
Unvested and in‑the‑money equity at 12/31/2024:
| Category | Amount |
|---|---|
| Unvested restricted stock (market value) | $46,881 (based on $51.18/share at 12/31/2024) |
| Unearned performance RSUs (target) – payout value | $52,306 (target; based on $51.18/share) |
Outstanding award tranches and vesting schedule (as of 12/31/2024):
| Award | Shares | Vesting Schedule |
|---|---|---|
| Time‑vested RS | 131 | Vests in one annual installment on Mar 11, 2025 |
| Time‑vested RS | 292 | Vests in two annual installments on Mar 11, 2025 and 2026 |
| Time‑vested RS (2024 grant) | 493 | Vests in three annual installments on Mar 11, 2025, 2026, 2027 |
| Performance‑vested RSUs (target) | 1,022 | Earn based on 3‑year performance period ending 12/31/2025; assumed target for disclosure |
Clawbacks: Dodd‑Frank compliant recoupment policy adopted in 2023; cash plan also contains clawback for restatements .
Employment Terms
Employment agreement: September 30, 2016 (as amended Dec 5, 2017 and May 8, 2020), auto‑renewing annually .
| Term | Detail |
|---|---|
| Base salary | $265,000 in 2024 (raised from $255,000) |
| Target annual incentive | 30% of base salary (committee‑set goals; discretionary used in 2024) |
| Non‑compete/Non‑solicit | 12 months for termination generally; 24 months if termination in connection with a change in control; prohibits serving/engaging with competing business, soliciting customers/suppliers, and recruiting employees . |
| Severance (without Cause/for Good Reason) | 12 months of payments equal to salary + average annual incentive; plus COBRA premiums up to 18 months; requires release . |
| Change‑in‑Control (double‑trigger) | 24 months of payments equal to salary + average annual incentive; plus COBRA up to 18 months; accelerated equity (assumed at target); requires release . |
| SERP | $50,000 per year commencing at age 65 for 10 years; qualifying termination can trigger lesser/equal benefits . |
Estimated economics (as of 12/31/2024 scenarios per proxy):
| Scenario | Cash Severance | COBRA | Equity Acceleration | SERP (annual for 10 yrs) |
|---|---|---|---|---|
| Termination without Cause/Good Reason | $323,290 | $46,083 | — | $9,087 |
| Change‑in‑Control + qualifying termination | $646,579 | $46,083 | RS $16,889; RSUs $52,306 (target assumption) | $37,022 |
| Death/Disability | — | — | RS $16,889 (death) / $46,881 (disability); RSUs $34,854 (death) | $50,000 (death) / $9,087 (disability) |
Pension/SERP present value disclosures (12/31/2024):
- SERP present value: $73,323 .
Compensation Structure Analysis
- Mix and performance linkage: 2024 shifted entirely to time‑vested restricted stock (no performance‑vested equity issued in 2024), reducing performance sensitivity and increasing retention weighting; committee indicated intent to revisit for 2025 .
- Discretionary cash bonuses: With merger pending, no formal 2024 goals; paid 25% of base salary to Kirtley under plan discretion (target per agreement is 30%) .
- Clawback and risk controls: Dodd‑Frank policy and cash plan clawback adopted; compensation committee concluded structure is not likely to drive imprudent risk-taking .
Say‑on‑Pay & Shareholder Feedback
Say‑on‑pay resolution presented annually; no approval percentages disclosed in the 2025 proxy; board recommends FOR approval .
Risk Indicators & Red Flags
- Hedging/monetization prohibited; no pledging disclosed—a positive alignment signal .
- One late Form 4 filing by Kirtley in 2024 noted among several officers (administrative timeliness flag, not a trading pattern) .
- Equity award design in 2024 (time‑vested only) modestly weakens pay‑for‑performance compared to prior PSU mix; mitigated by historical use of PSUs and policy intent to revisit design .
Equity Ownership & Alignment (Expanded Detail)
| Element | Detail |
|---|---|
| Beneficial ownership breakdown | 5,432.2168 total shares; includes 215.2168 ESOP‑allocated shares, and 916 restricted shares . |
| Ownership as % of outstanding | Less than 1% . |
| Upcoming vest events (timing) | RS tranches with scheduled vesting on Mar 11, 2025/2026/2027; PSUs performance period through 12/31/2025 (assumed earned at target in proxy presentations) . |
| Ownership policy | Executives expected to own ≥ 2× salary within 5 years . |
Performance & Track Record (Company context during CRO tenure)
| Metric (Company) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| TSR Index (base=100 at 12/31/2019) | 75.70 | 112.19 | 113.83 | 110.97 | 121.93 |
| Peer TSR (S&P U.S. BMI Banks) | 87.24 | 118.61 | 98.38 | 107.32 | 143.68 |
| Net Income ($USD Thousands) | 29,354 | 43,519 | 38,090 | 27,380 | 8,498 |
| ROATCE (%) | 14.80 | 12.94 | 14.80 | 10.30 | 2.63 |
Investment Implications
- Alignment: Kirtley’s direct equity exposure is modest (<1% of shares), but he holds unvested RS and PSUs, and is subject to a 2× salary ownership guideline and clawback—constructive for alignment, albeit with a 2024 tilt to time‑vested equity reducing performance sensitivity .
- Retention/turnover risk: Employment agreement provides 12‑month severance (salary+average incentive) and enhanced 24‑month protection upon change‑in‑control; SERP benefits add stickiness; non‑compete/non‑solicit post‑termination provisions (12 or 24 months) further reduce near‑term departure risk .
- Selling pressure indicators: Scheduled RS vestings in March 2025/2026/2027 and potential PSU settlement after 12/31/2025 represent natural liquidity events; no option overhang; no pledging disclosed; one late Form 4 in 2024 is an administrative footnote rather than a sell signal .
- Pay-for-performance optics: 2024 discretionary cash bonuses and absence of PSUs in 2024 grants may draw scrutiny from investors focused on strict performance linkage; committee intent to reassess equity mix in 2025 is a positive forward indicator .