Community Financial System, Inc. (CBU)
NYSE: CBU · Real-Time Price · USD
63.31
+0.15 (0.24%)
May 22, 2026, 10:01 AM EDT - Market open
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AGM 2026

May 20, 2026

Operator

Good afternoon. Welcome to the 2026 Annual Meeting of Shareholders for Community Financial System, Inc. Today's discussion may include forward-looking statements. Various risks and uncertainties could cause Community Financial's actual results to differ materially from those predicted. These risks are described in the company's filings with the Securities and Exchange Commission, including the 2025 annual report and the Form 10-Q for the first quarter of 2026. I will now turn the meeting over to the Chair of the Company's Board, Rick Stickels.

Rick Stickels
Chair of the Board of Directors, Community Financial System

Thank you. Good afternoon, and welcome to the 2026 Annual Meeting of Shareholders of Community Financial System, Inc. I am Rick Stickels, Chair of the Board of Directors. I will be presiding over the meeting and hereby call it to order. The agenda and rules of conduct for today's meeting are posted on the web portal for your reference. If you are a shareholder who has not yet voted, please note that the polls are now open. You may vote at any time during the meeting by clicking on the voting button on the web portal and following the instructions provided. Shareholders may also submit questions in the Ask a Question text box on the web portal. You may submit questions regarding the proposals to be voted upon today and other matters described in the rules of conduct.

To help us address questions related to today's proposals in an orderly manner, we ask that shareholders submit any questions about the proposals now so that we can respond to them during the business portion of the meeting. Only shareholders of record as of the close of business on March 23, 2026, the record date, or their duly authorized proxies, are entitled to vote and submit questions at this meeting. As set forth in the rules of conduct, we ask that each shareholder limit themselves to one or two questions, keep the questions concise, and address only one topic per question. Present on today's call is our President and Chief Executive Officer, Dimitar Karaivanov, as well as members of our board of directors who have been nominated by the governance committee for re-election at this meeting.

Before I introduce the slate of nominees, I would also like to take a moment to recognize two directors retiring from the board today, Sally Steele and John Whipple. Ms. Steele joined our board in 2003 in connection with the Grange National Bank merger and has served in many leadership roles, including as Chair of the Board from 2017 through 2021. Mr. Whipple has served on the board since 2010 and has provided strong leadership on both the Audit and Governance Committees. On behalf of the board, we thank Ms. Steele and Mr. Whipple for their years of dedicated service and wish them the very best in their retirement. Please allow me to introduce the nominees for election. Mark J. Bolus, Chair of the Board's Compensation Committee. Neil E. Fesette, Chair of the Board's Executive Committee.

Brenda M. Hall, our newest director, who was appointed to the board on March 1st of this year. Dimitar A. Karaivanov, the company's CEO and president. Jeffrey J. Knauss. Kerrie D. MacPherson, chair of the board's risk committee. John Parente, chair of the board's trust committee. Raymond C. Pecor III. Savneet Singh. Michele Sullivan, chair of the audit committee, and John A. Vaccaro, a new director who was appointed to the board on October 1st of last year. The following officers are also participating in the meeting today. Marya Wlos, executive vice president and chief financial officer, and Michael Abdo, executive vice president and general counsel. Also joining us is Ryan Gilbert, a representative of our independent registered public accounting firm, PricewaterhouseCoopers, LLP. He will be available to answer any questions directed to him during the question of the meeting.

As noted in the notice and proxy statement for this meeting, the record date for voting was the close of business on March 23rd, 2026. The secretary of the company has reported that the notice of meeting was delivered to shareholders on or about March 27th, 2026, and that Broadridge Financial Solutions has delivered an affidavit of mailing to the company, which will be maintained in the company's records. Michael N. Abdo, who is acting as the Inspector of Elections for this meeting, has reported that approximately 87% of the shares entitled to vote are represented in person or by proxy at the meeting today. Based on the percentage of total shares of the company held by holders of record now present at the meeting, either in person or by proxy, a quorum is present under the terms of our bylaws.

We will now move to the business before the meeting and review the matters to be voted on by the shareholders. Shareholders who have already voted do not need to take any action unless they wish to change their vote. If you have not voted, I will again remind you that you should now vote as the polls will soon close. The following three proposals will be voted upon at this meeting. Proposal one, election of directors. The first item of business today is the election of directors. The board recommends that you vote for all of the directors nominated. Proposal two, Say-on-Pay proposal. The second item of business required by the Dodd-Frank Act is the solicitation of shareholders to obtain an advisory vote on our compensation pay program and policies, which is commonly known as the Say-on-Pay advisory vote. The board recommends that you vote for this proposal.

Proposal three, ratification of PricewaterhouseCoopers. Finally, we are seeking shareholder approval to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2026. The board recommends that you vote for this proposal. This now concludes the presentation of items to be voted upon at the meeting, and we will address any questions related to the proposals.

Operator

There are no questions in the queue.

Rick Stickels
Chair of the Board of Directors, Community Financial System

Thank you, Mike. Now that everyone has had the opportunity to vote and pose questions about the proposals, the polls will now close. The Inspector of Elections has delivered the report on the preliminary voting results. With respect to the election of directors, the entire slate of nominees for the board of directors has been reelected for a one-year term. Each of the nominees has received over 95% of the votes cast at the meeting in favor of their election. With respect to the Say-on-Pay advisory vote, approximately 97% of the shares were cast in favor of the proposal. Finally, with respect to item three, the shareholders have ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered accounting firm for 2026, with approximately 99% of votes cast in favor of the appointment.

The final voting results will be filed with the SEC on a current report on Form 8-K within the next four business days. Our next item of business is a brief report on the company's financial performance from Marya Wlos, our Executive Vice President and Chief Financial Officer.

Marya Burgio Wlos
CFO and EVP, Community Financial System

Thank you, Rick. 2025 was another productive year for the company, as capital was deployed organically and inorganically across all four businesses supporting diversified earnings growth, while our cash dividend was increased for the 33rd consecutive year. The success of 2025 is reflected in the financials, with full-year GAAP earnings per share of $3.97, up 15.4% from 2024. Operating earnings per share of $4.24, up 16.2% from last year, and operating PPNR per share of $5.94, up 15.3% from the prior year. Meaningful revenue growth drove these results. Total operating revenues for 2025 equaled $817.6 million, a 9.7% increase from 2024. The company produced $506.5 million in net interest income, a 12.8% increase from 2024, representing the 19th consecutive year of expansion.

This growth was primarily driven by strong organic loan growth, supported by an 18 basis point increase in the average yield on interest-earning assets and a 10 basis point decrease in the average rate paid on interest-bearing liabilities. Operating net interest revenues grew to $311.1 million, resulting in a 4.9% year-over-year increase, reflecting fee growth across all four businesses. Total operating net interest expenses increased 6.4%, reflective of strategic investments and acquisitions, de novo branch expansions, and technology initiatives designed to support sustainable long-term growth. A brief summary on the four business units for full year 2025. Banking and Corporate benefited from loan growth, our stable deposit base, and solid asset quality. In addition, we extended the banking footprint through 15 de novo locations in Buffalo, Rochester, Syracuse, Albany, Lehigh Valley, New Hampshire, and Springfield, along with seven acquired branches from Santander Bank, N.A.

in Lehigh Valley. Employee Benefit Services closed five targeted acquisitions and captured higher asset-based fee income driven by market appreciation while investing in a digital initiative to optimize the client experience and improve operational efficiency. Insurance Services also made strategic acquisitions and further diversified its fee revenues through a minority investment in Leap Holdings, Inc. Wealth Management Services delivered record revenues reflective of growth in assets under management and administration, and in 2026 announced the pending acquisition of ClearPoint Federal Bank & Trust, which is expected to expand the scale and capabilities in our wealth businesses. All of this resulted in total company revenues of $818 million, with a revenue mix of 62% net interest income and 38% fee income, underscoring the commitment to diversify our businesses.

The company also returned $97.6 million in dividends paid and $11.2 million in common stock repurchased. CFSI continued to build on its disciplined momentum in 2025, further expanding our banking footprint while continuing to grow our national presence across our financial services businesses. The company is well-positioned to continue to scale and deliver strong earnings growth in 2026, as evident by our strong first quarter results. That concludes my comments on 2025's financials. Rick?

Rick Stickels
Chair of the Board of Directors, Community Financial System

Thank you, Marya. Excuse me. We would like to open our question and answer session of the meeting. I'll turn the meeting over to the President and Chief Executive Officer to answer the questions posted on the meeting's web portal. As noted in the rules of conduct, where we have received multiple questions on the same subject matter, we will group them together.

Operator

At this time, we've not received any questions.

Rick Stickels
Chair of the Board of Directors, Community Financial System

At this time, I'm told we have not received any questions, so this now concludes our Q&A session. On behalf of the board of directors and the management team, we value your participation and input, and we appreciate your continued support and confidence of our shareholders. There being no further business to come before the meeting, I hereby declare that the 2026 Annual Meeting of Shareholders is now adjourned.

Operator

This concludes the annual meeting. You may now disconnect from the meeting. Thank you for attending, and have a great day.

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