William Aubrey II
About William E. Aubrey II
William E. Aubrey II, age 62, is Chairman of the Board of Peoples Financial Services Corp. and Peoples Security Bank & Trust Company, serving as a director since 2006 and Chairman since 2008. He previously served as President and CEO of Gertrude Hawk Chocolates (2003–2019) and CEO/President of Alternative Investments at Gertrude Hawk Holdings (2020–2023); he holds an MBA and is a CPA . The Board has affirmatively determined he is independent under Nasdaq listing standards . In 2024, the Board held 12 meetings and each director attended at least 75% of aggregate board and committee meetings; all then-serving directors attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Peoples Financial Services Corp. | Director; Chairman of the Board | Director since 2006; Chairman since 2008 | Board leadership; risk oversight via committee structure |
| Gertrude Hawk Chocolates | President & CEO | 2003–2019 | Executive leadership; P&L oversight |
| Gertrude Hawk Holdings (Alternative Investments) | CEO & President; Advisor | 2020–2023; Advisor thereafter | Investment leadership; ongoing advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Gilsonite Laboratories (Scranton, PA) | Director | Not disclosed | Board experience |
| Schlotterbeck & Foss (Portland, ME) | Director | Not disclosed | Board experience |
| Rustic Crust (Pittsfield, NH) | Director | Not disclosed | Board experience |
| Geisinger CMC Hospital; Keystone College; Holy Cross School System; Everhart Museum; Waverly Community House | Past Chairman/Board service | Not disclosed | Community leadership |
Board Governance
- Independence: The Board determined Mr. Aubrey (and all committee members) are independent per Nasdaq standards .
- Leadership: Chairman of the Board; CEO and President roles are separate, supporting oversight and succession planning .
- Risk oversight: Board assigns risk oversight to Audit, Compensation, Nominating & Governance, and Information Technology committees; Chairman meets regularly with management on strategy and risks .
- Attendance: Board met 12 times in 2024; each director attended ≥75% of aggregate board/committee meetings; all directors attended the 2024 annual meeting .
| Committee | Membership | Chair |
|---|---|---|
| Compensation Committee | Aubrey is a member | Chair: Joseph T. Wright, Jr. |
| Nominating & Corporate Governance Committee | Aubrey is a member | Chair not specified in proxy |
| Audit Committee | Not listed as a member | Chair: Thomas J. Melone, CPA |
| Information Technology Committee | Committee exists; membership not detailed in proxy sections quoted | Not disclosed |
Fixed Compensation (Director)
| Component | Amount | Details |
|---|---|---|
| Annual cash retainer (non-employee director) | $20,000 | Standard director retainer |
| Chairman of the Board retainer | $40,000 | Additional annual retainer for Chair |
| Meeting fees | $2,000 Board/Bank; $500 Committee; $300 certain advisory | Per-meeting cash fees |
| 2024 Director compensation (Aubrey) | Cash: $77,508; Stock Awards: $14,412; Other: $152; Total: $92,072 | 2024 amounts reported |
| 2025 annual stock grant | 280 shares (fully vested at grant) | Granted 1/31/2025 to legacy PFIS non-employee directors; priced at $50.79/share |
Performance Compensation (Director)
- Director equity is time-vested restricted stock (annual grant value target of ~$15,000, based on average December price); 2025 grant was fully vested upon grant (not performance-vested) .
- Company-level incentive design (context for board oversight): Most important performance measures used in executive incentive programs include EPS growth, revenue growth, asset/loan/deposit growth, efficiency (expense-to-asset), NPAs ratio, and net charge-offs; in 2024, due to the FNCB merger, the Compensation Committee used discretion rather than preset targets .
| Company Performance Metrics (used in incentive programs) | Noted Use |
|---|---|
| EPS growth; Revenue growth; Asset growth; Loan growth; Deposit growth | Metrics used to determine incentive payouts |
| Expense-to-asset ratio; Ratio of NPAs to average loans+OREO; Ratio of net charge-offs to average loans | Risk and quality metrics in incentives |
| 2024 approach | Discretionary bonuses due to merger pendency (no preset goals) |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Public company directorships | Not disclosed for Mr. Aubrey in proxy; listed boards appear to be private companies |
| Interlocks/Shared directorships | None disclosed for Mr. Aubrey; board notes no compensation committee interlocks in 2024; one member (Lochen) was a former officer (2006–2010) |
Expertise & Qualifications
- MBA; CPA .
- Executive management experience as a chief executive .
- Board experience across manufacturing/consumer businesses; extensive community leadership .
- Board assessed independence and committee qualification for all members .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| William E. Aubrey II | 55,602.0000 | <1% | As of March 3, 2025; beneficial ownership per proxy |
- Stock ownership guidelines: Non-employee directors must beneficially own common stock equal to 4x their annual board retainer; compliance required within 5 years. As of Dec 31, 2024, all non-employee directors were in compliance .
- Hedging policy: Directors, officers, employees (and related parties) are prohibited from hedging or monetization transactions involving Company securities .
- Section 16 compliance: No delinquent filings reported for Mr. Aubrey in 2024; exceptions listed did not include him .
Governance Assessment
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Strengths
- Independent Chairman with long-tenured board experience; clear separation of Chair, CEO, and President roles enhancing oversight and succession planning .
- Formal committee structure with defined risk oversight responsibilities; independent committees and multiple audit committee financial experts .
- Robust clawback policies (Dodd-Frank Section 954 compliant) covering cash and equity incentives; long-standing recoupment practices .
- Director ownership guidelines and confirmed compliance, plus anti-hedging policy—positive alignment signals .
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Potential Concerns and RED FLAGS
- Liability exculpation bylaw proposal to limit personal liability of directors/officers to the fullest extent permitted by Pennsylvania law may be viewed by some investors as weakening accountability, though positioned as talent-retention and litigation risk mitigation; requires 75% shareholder approval .
- Board familial relationships exist (e.g., DeNaples Sr. and nephew); while independence was affirmatively determined and transactions reviewed at arm’s length, family ties can raise perceived conflict risks at the board level (not specific to Aubrey) .
- Compensation Committee includes a former Company executive (Lochen; 2006–2010), though the Board determined independence and disclosed no interlocks; investors may monitor for any perceived bias .
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Director Compensation Mix and Engagement
- Mix of cash retainers/meeting fees and annual time-vested stock grants; Chair retainer enhances pay but maintains alignment via stock ownership policy .
- Attendance discipline: Each director met ≥75% threshold; annual meeting attendance strong .
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Related-party exposure
- Loans to directors/officers permitted under formal approval processes and at market terms; no adverse credit classifications; specific note purchases disclosed for other directors; no such transactions disclosed for Mr. Aubrey .
Overall, Mr. Aubrey’s profile reflects seasoned executive and governance experience, independence, and ownership alignment. Key monitoring items for investor confidence include the outcome and implementation of the director/officer liability exculpation bylaw, ongoing oversight of familial relationships on the board, and maintenance of strong committee independence and attendance .