Mark Tryniski
About Mark E. Tryniski
Independent director at The Bancorp, Inc. (TBBK) since 2024; age 64; Audit Committee Chair and member of the Compensation and Talent Committee. Retired President & CEO of Community Bank System, Inc. (2006–2023), continued on its board until May 2024; previously COO and CFO (2003–2006) and a partner at PricewaterhouseCoopers LLP. Designated by the Board as an “audit committee financial expert” under SEC rules, reflecting deep finance, accounting, risk management, and governance credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Community Bank System, Inc. | President & CEO; previously COO & CFO | CEO 2006–2023; COO/CFO 2003–2006 | Led a public financial holding company; extensive finance, risk, regulatory and governance experience . |
| PricewaterhouseCoopers LLP | Partner | Not disclosed | Broad industry experience with extensive financial services exposure . |
| CONMED Corporation (NYSE: CNMD) | Director; Chairman of the Board | Director 2007–2022; Chairman 2014–2020 | Public company board leadership; governance and oversight experience . |
| New York Bankers Association | Director | Over fifteen years | Sector advocacy and regulatory engagement experience . |
External Roles
| Organization | Role | Status |
|---|---|---|
| Pursuit BDC (formerly New York Business Development Corporation) | Director | Since 2010 . |
Board Governance
- Independence: Determined independent under Nasdaq standards; committees composed exclusively of independent directors .
- Committee assignments: Audit (Chair); Compensation and Talent (member). Audit met 6x in 2024; Compensation and Talent met 4x .
- Attendance and engagement: Board held 6 meetings in 2024; director nominees had ~98% Board attendance and 100% committee attendance; each nominee who served on a committee attended all their committee meetings in 2024 .
- Audit Committee expertise: Board determined Tryniski qualifies as an “audit committee financial expert” .
- Leadership structure: Independent Board Chair; executive sessions without management at Board and committee levels .
Fixed Compensation
Board-wide director pay structure (2024):
- Annual cash retainer: $75,000; Audit Committee Chair fee: $10,000; other committee chairs: $5,000; Audit Committee members: $5,000; other committee members: $2,500 each; Non-executive Board Chair additional $70,000; annual RSU grant market value $90,000; directors may elect to take some/all cash in stock .
Mark Tryniski – 2024 director compensation:
| Component | 2024 Amount (USD) |
|---|---|
| Fees earned or paid in cash | $7,083 |
| Stock awards (grant-date fair value) | $165,000 (closing price $32.32 on May 30, 2024) |
| Total | $172,083 |
Notes:
- Upon election in May 2024, Tryniski elected to take all annual cash retainer in stock awards; directors joining post-annual meeting receive pro-rata cash fees and do not receive pro-rata equity grants .
Performance Compensation
- Structure: Directors receive time-based RSUs; no director performance metrics disclosed (no PSUs, no options for directors). Annual director RSU grant sized at $90,000 market value; grant-date closing price on May 30, 2024 was $32.32; Tryniski’s stock awards totaled $165,000 reflecting RSUs and elected stock-in-lieu of cash retainer .
- Clawbacks, hedging/pledging: Company prohibits hedging and pledging of Company stock; maintains executive clawbacks (mandatory for restatements; discretionary for misconduct) enhancing overall governance posture .
Other Directorships & Interlocks
| Company | Type | Role | Current/Former | Potential Interlock/Conflict |
|---|---|---|---|---|
| Community Bank System, Inc. | Public | Director | Former (served through May 2024) | None disclosed with TBBK . |
| CONMED Corporation | Public | Director; Chairman | Former | None disclosed with TBBK . |
| Pursuit BDC | BDC (not specified as public) | Director | Current | None disclosed with TBBK . |
| New York Bankers Association | Trade Association | Director | Former | Sector oversight; no transaction interlock disclosed . |
- TBBK biography lists “Other Public Boards: None” for current roles, indicating no current public company interlocks .
Expertise & Qualifications
- Finance and accounting; banking industry operations; risk management; regulatory oversight; corporate governance; strategic planning and M&A experience .
- Audit Committee financial expert designation (SEC definition) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 10,105 shares |
| Percent of class | <1% (based on 47,954,218 outstanding shares as of April 2, 2025) |
| Pledged shares | Prohibited by Insider Trading Policy (hedging and pledging banned) |
| Ownership guidelines | Directors must own ≥2× annual fees; newly appointed directors have up to 5 years to comply; all directors and executives are currently in compliance . |
Governance Assessment
-
Strengths
- Independent director; Audit Chair; designated financial expert—supports robust financial reporting oversight .
- Dual service on Audit and Compensation & Talent provides cross-functional oversight; Compensation Committee uses independent consultant; strong clawback and anti-hedging policies .
- Attendance and engagement strong (Board ~98%; committees 100% among nominees; per-committee attendance affirmed for nominees serving in 2024) .
- Director equity alignment: elected to receive cash retainer in stock; annual RSUs standard—enhances skin-in-the-game .
- No related-party transactions attributed to Tryniski; overall related-party lending noted as ordinary-course, Regulation O-compliant .
-
Watch items
- No disclosed performance-based director equity (RSUs are time-based); alignment depends on share price rather than explicit targets .
- As Audit Chair, oversight of 2024 auditor transition (Grant Thornton to Crowe) is material; no disagreements/reportable events disclosed, but continue monitoring audit quality and fees .
-
Signals of investor confidence
- Say-on-pay support ~96% at 2024 annual meeting, reflecting broader governance and compensation program acceptance (contextual to TBBK; not director-specific) .
Director Compensation – Structure Reference (Board-Wide)
| Component | Annual Amount |
|---|---|
| Cash retainer (independent directors) | $75,000 |
| Audit Committee Chair fee | $10,000 |
| Other committee chair fee | $5,000 |
| Audit Committee member fee | $5,000 |
| Other committee member fee (per committee) | $2,500 |
| Additional fee – Board Chair (non-executive) | $70,000 |
| Annual RSU grant (each independent director) | $90,000 grant-date market value |
| Election to take cash in stock | Permitted (some or all) |
Committee Engagement (TBBK)
- Audit Committee: Tryniski (Chair) with regular oversight of financial reporting, internal/external audit; audit committee independence and SEC Rule 10A-3 compliance affirmed .
- Compensation & Talent Committee: Member; committee independence affirmed; Tryniski signed the Compensation and Talent Committee Report .
Attendance & Meetings (2024)
| Body | Meetings Held | Attendance Indicator |
|---|---|---|
| Board of Directors | 6 | Nominees: ~98% Board attendance; all directors then serving attended 2024 annual meeting except one (not Tryniski); nominees serving on committees attended all their committee meetings . |
| Audit Committee | 6 | Committee independence; heightened standards met . |
| Compensation & Talent Committee | 4 | Committee independence; enhanced standards met . |
Related Party & Conflicts
- No related party transactions disclosed involving Tryniski. Ordinary-course lending to related parties ($6.9 million outstanding as of Dec 31, 2024) made on market terms, Regulation O-compliant; de minimis legal services paid to Duane Morris ($4,800) assessed for independence (unrelated to Tryniski) .
- Insider Trading Policy prohibits hedging and pledging; stock ownership guidelines enforce alignment .
RED FLAGS
- None explicitly disclosed for Tryniski (no pledging, no related-party exposure, no low attendance). Continue monitoring:
- Auditor transition dynamics as Audit Chair (ensure ongoing audit quality, fee reasonableness) .
- Any future overlapping directorships with TBBK counterparties; currently “Other Public Boards: None” .
Overall, Tryniski’s profile indicates strong governance alignment: independent status, audit financial expertise, high engagement, equity-based alignment, and absence of disclosed conflicts—supportive of board effectiveness and investor confidence .