William Conaboy
About William P. Conaboy
Independent director of Peoples Financial Services Corp. (PFIS); age 66; appointed to the PFIS and Peoples Security Bank & Trust boards effective July 1, 2024 via the FNCB merger, after serving on FNCB Bancorp and FNCB Bank boards since October 2022 . He is President & CEO of Allied Services Integrated Health System (since 2009) and previously served there as Senior VP & General Counsel, Chief Corporate Compliance Officer, and COO (1992–2008), bringing healthcare leadership, legal, compliance, and operational credentials; the board classifies him as independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Allied Services Integrated Health System | President & CEO | 2009–present | Executive leadership of integrated health provider |
| Allied Services Integrated Health System | SVP & General Counsel; Chief Corporate Compliance Officer; COO | 1992–2008 | Legal, compliance, operations leadership |
| FNCB Bancorp, Inc. and FNCB Bank | Director | Oct 2022–Jun 2024 | Board service prior to PFIS merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Scranton Area Foundation | Director | Current | Non-profit governance |
| Northeast Regional Cancer Institute | Director | Current | Non-profit governance |
| Lackawanna College | Chair, Board of Trustees | Former | Prior civic/education leadership |
Board Governance
- Independence: PFIS board determined Conaboy (and all current committee members) are independent under Nasdaq rules .
- Committees: Member, Audit Committee; member, Compensation Committee. Chairs: Audit Chair is Thomas J. Melone (CPA); Compensation Chair is Joseph T. Wright, Jr. (Esq.) .
- Attendance: In 2024 the board met 12 times; each director attended at least 75% of board and committee meetings during their service period (PFIS added FNCB directors July 1, 2024) .
- Committee activity: Audit Committee met 5 times in 2024; Compensation Committee met 7 times .
- Risk oversight: Audit oversees financial reporting, internal controls, compliance, and related-party transactions; Compensation oversees pay risk and incentive plan structure; Nominating/Governance handles leadership and succession; IT Committee oversees cyber/technology risk .
- Hedging policy: PFIS prohibits directors, officers, and employees from hedging or monetization transactions in company securities (alignment safeguard) .
Fixed Compensation
| Component (Director) | Amount | Detail |
|---|---|---|
| Annual cash retainer | $20,000 per year | All non-employee directors |
| Board meeting fees | $2,000 per meeting | All non-employee directors |
| Committee meeting fees | $500 per meeting | All committees |
| Advisory meeting fees | $300 per meeting | Certain advisory meetings |
| Chair retainers (context) | Varies | Chair premiums (e.g., Audit Chair +$417/mo; Compensation Chair +$292/mo, etc.) |
| 2024 Director Compensation – William P. Conaboy | Amount |
|---|---|
| Fees earned/paid in cash | $26,502 |
| Stock awards | $7,206 (fully vested) |
| All other compensation | $0 |
| Total | $33,708 |
Note: Mix implies ~78.6% cash and ~21.4% equity for 2024, based on disclosed amounts .
Performance Compensation
- Annual director equity: Target value $15,000 based on average December price; granted as restricted stock, typically fully vested upon grant for directors (not performance-based) .
- 2025 grant detail for context: On Jan 31, 2025, non-employee legacy PFIS directors received 280 shares and non-employee legacy FNCB directors (including Conaboy) received 140 shares; grant-date price $50.79; awards fully vested at grant .
- Performance metrics: None disclosed for director compensation; director pay is not tied to operating metrics (performance targets apply to executives, not directors) .
Other Directorships & Interlocks
- Public company boards: None disclosed for Conaboy beyond PFIS .
- Compensation committee interlocks: Company reports no interlocks during 2024; only note is that another director (Lochen) served as a PFIS executive over a decade ago (2006–2010) .
- Related-party transactions: PFIS discloses ordinary-course lending to directors/officers under standard terms with board approvals; no specific transactions involving Conaboy are disclosed. Notable noteholders include entities related to other directors (DeNaples; Coccia via JJS Family Partnership) – not Conaboy .
Expertise & Qualifications
- Domain expertise: Healthcare system leadership, governance of large non-profit provider, legal and compliance oversight (Esquire) .
- Board qualification: PFIS cites his strong business leadership and community involvement as qualifications for the board .
- Independence/financial oversight: Serves on Audit and Compensation committees (independent), contributing legal and operational judgment to oversight of financial reporting and executive pay .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 3,386 PFIS shares (less than 1% of outstanding) |
| Shares outstanding (record date) | 9,997,069 (Mar 3, 2025) |
| Ownership guidelines | Non-employee directors must hold PFIS stock equal to 4x annual retainer; 5 years to comply; as of Dec 31, 2024, each non-employee director was in compliance . |
| Hedging/pledging | Hedging/monetization prohibited; no pledging disclosures identified . |
Governance Assessment
-
Strengths
- Independence and committee roles: Conaboy is independent and sits on two key oversight committees (Audit, Compensation), enhancing board effectiveness and investor alignment .
- Attendance and engagement: Board and committees met frequently in 2024; directors met the ≥75% attendance threshold; Audit and Compensation activity levels appear robust .
- Ownership alignment: Director stock ownership policy (4x retainer) with company-wide compliance; hedging prohibitions reduce misalignment risk .
- Related-party controls: Formal approval processes for related-party loans/transactions overseen by Audit; no Conaboy-specific related-party transactions disclosed .
-
Watch items / potential red flags
- Director & officer exculpation bylaw amendment: PFIS is seeking shareholder approval to add a bylaw limiting personal liability of directors and officers to the fullest extent permitted by Pennsylvania law (requires 75% vote). Common for PA corporations, but investors sometimes view broadened exculpation as weakening accountability; monitor outcome and implementation .
- Executive equity in 2024: Compensation Committee granted only time-vested restricted stock to NEOs in 2024 (no performance-vested awards), which can lower pay-for-performance sensitivity; committee expects to consider this in 2025 program—an area for continued oversight (Conaboy is a committee member, not chair) .
- Family/legacy concentrations (board-wide): Post-merger board includes family relationships among other directors (e.g., DeNaples Sr./nephew), and insider note holdings by other directors/affiliates; while independence was affirmed and terms were arm’s-length, investors may monitor potential influence dynamics; no issues attributed to Conaboy himself .
-
Overall implication
- Conaboy’s healthcare-legal background, independence, and dual committee service support governance quality and risk oversight. Focus areas for investors are the execution of compensation design rebalancing toward performance-contingent equity and the shareholder vote on expanded director/officer exculpation .