Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | FINANCIAL INSTITUTIONS, INC. |
Entity Central Index Key | 0000862831 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, 1 The following table shows the total compensation for our NEOs for the past three fiscal years as set forth in the Summary Compensation Table and the “compensation actually paid” to our principal executive officer (“PEO”) and, on an average basis, our other NEOs, in each case, as determined under SEC rules, our Total Shareholder Return (“TSR”), the TSR of the S&P U.S. SmallCap Banks Index (“Peer Group”) over the same period, our net income, and our company-selected most important financial performance measure for compensatory purposes for the most recently completed fiscal year, PPNI. Year Summary (1) Compensation (2) Average Non-PEO Average Non-PEO (3) Value of (4) Peer Group (4) Net Income ($’000) Company- (5) ) ($’000) 2022 $ 1,490,677 $ 925,155 $ 591,637 $ 481,492 $ 86.65 $ 111.47 $ 56,573 $ 66,474 2021 $ 1,490,370 $ 1,750,578 $ 526,957 $ 586,924 $ 108.30 $ 126.43 $ 77,697 $ 71,497 2020 $ 1,459,283 $ 909,466 $ 528,013 $ 273,966 $ 73.99 $ 90.82 $ 38,332 $ 58,551 (1) Martin K. Birmingham, President and Chief Executive Officer, was the PEO in 2022, 2021, and 2020. (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the change in fair value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date) and the pension value attributable to the applicable years’ service and any change in pension value attributable to plan amendments made in the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, Martin K. Birmingham 2022 2021 2020 Total Compensation as reported in Summary Compensation Table (SCT) $ 1,490,677 $ 1,490,370 $ 1,459,283 Minus pension values reported in SCT — 21,893 157,872 Minus fair value of equity awards granted during fiscal year 373,097 364,277 320,720 Plus pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year 45,610 49,376 41,473 Plus fair value of equity compensation granted in current year—value at end of year-end 309,664 420,014 283,680 Plus change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year 3,088 22,038 (8,031 ) Plus change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (550,787 ) 256,560 (296,798 ) Plus dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting — — — Plus fair value of awards forfeited in current — (101,610 ) (91,549 ) Compensation Actually Paid $ 925,155 $ 1,750,578 $ 909,466 (3) In 2022 , the non-PEO non-PEO S-K, Average NEO 2022 2021 2020 Total Compensation as reported in SCT $ 591,637 $ 526,957 $ 528,013 Minus pension values reported in SCT 3,199 16,521 16,217 Minus fair value of equity awards granted during fiscal year 129,844 89,072 90,587 Plus pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year 12,316 10,967 10,812 Plus fair value of equity compensation granted in current year—value at end of year-end 107,769 102,701 55,620 Plus change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year (2,535 ) 4,978 (3,048 ) Plus change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (94,652 ) 46,914 (100,126 ) Plus dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year — — — Plus fair value of awards forfeited — — (110,501 ) Compensation Actually Paid $ 481,492 $ 586,924 $ 273,966 (4) TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019 and calculated on December 31 of each 2022, 2021 and 2020, respectively. The TSR peer group consists of the S&P U.S. SmallCap Banks, which is the same peer group used by the Company for purposes of Item 201(e) of Regulation S-K 10-K (5) PPNI is a non-GAAP Non-GAAP | ||
Company Selected Measure Name | PPNI | ||
Named Executive Officers, Footnote [Text Block] | (3) In 2022 , the non-PEO non-PEO S-K, | ||
Peer Group Issuers, Footnote [Text Block] | TSR is determined based on the value of an initial fixed investment of $100 on December 31, 2019 and calculated on December 31 of each 2022, 2021 and 2020, respectively. The TSR peer group consists of the S&P U.S. SmallCap Banks, which is the same peer group used by the Company for purposes of Item 201(e) of Regulation S-K 10-K | ||
PEO Total Compensation Amount | $ 1,490,677 | $ 1,490,370 | $ 1,459,283 |
PEO Actually Paid Compensation Amount | $ 925,155 | 1,750,578 | 909,466 |
Adjustment To PEO Compensation, Footnote [Text Block] | (2) SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay Versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the change in fair value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date) and the pension value attributable to the applicable years’ service and any change in pension value attributable to plan amendments made in the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, Martin K. Birmingham 2022 2021 2020 Total Compensation as reported in Summary Compensation Table (SCT) $ 1,490,677 $ 1,490,370 $ 1,459,283 Minus pension values reported in SCT — 21,893 157,872 Minus fair value of equity awards granted during fiscal year 373,097 364,277 320,720 Plus pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year 45,610 49,376 41,473 Plus fair value of equity compensation granted in current year—value at end of year-end 309,664 420,014 283,680 Plus change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year 3,088 22,038 (8,031 ) Plus change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (550,787 ) 256,560 (296,798 ) Plus dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting — — — Plus fair value of awards forfeited in current — (101,610 ) (91,549 ) Compensation Actually Paid $ 925,155 $ 1,750,578 $ 909,466 | ||
Non-PEO NEO Average Total Compensation Amount | $ 591,637 | 526,957 | 528,013 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 481,492 | 586,924 | 273,966 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (3) In 2022 , the non-PEO non-PEO S-K, Average NEO 2022 2021 2020 Total Compensation as reported in SCT $ 591,637 $ 526,957 $ 528,013 Minus pension values reported in SCT 3,199 16,521 16,217 Minus fair value of equity awards granted during fiscal year 129,844 89,072 90,587 Plus pension value attributable to current year’s service and any change in pension value attributable to plan amendments made in the current year 12,316 10,967 10,812 Plus fair value of equity compensation granted in current year—value at end of year-end 107,769 102,701 55,620 Plus change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year (2,535 ) 4,978 (3,048 ) Plus change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year (94,652 ) 46,914 (100,126 ) Plus dividends or other earnings paid on stock or options awards in the covered fiscal year prior to the vesting date that are not otherwise included in the total compensation for the covered fiscal year — — — Plus fair value of awards forfeited — — (110,501 ) Compensation Actually Paid $ 481,492 $ 586,924 $ 273,966 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | (i) Compensation Actually Paid (“CAP”) vs. Company TSR and Peer Group TSR | ||
Compensation Actually Paid vs. Net Income [Text Block] | (ii) Compensation Actually Paid vs Net Income | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | (iii) Compensation Actually Paid vs PPNI (Company-Selected Measure) (1) This is a non-GAAP Non-GAAP | ||
Total Shareholder Return Vs Peer Group [Text Block] | (i) Compensation Actually Paid (“CAP”) vs. Company TSR and Peer Group TSR | ||
Tabular List [Table Text Block] | PERFORMANCE MEASURES The most important financial measures used by the company to link compensation actually paid (as defined by SEC rules) to the Company’s named executive officers for the most recently completed fiscal year to the Company’s performance are: Most Important Financial Performance Measures PPNI Total Loan Growth Core Deposit Growth Net Charge-Off Return on Average Equity Return on Average Assets | ||
Total Shareholder Return Amount | $ 86.65 | 108.3 | 73.99 |
Peer Group Total Shareholder Return Amount | 111.47 | 126.43 | 90.82 |
Net Income (Loss) | $ 56,573,000 | $ 77,697,000 | $ 38,332,000 |
Company Selected Measure Amount | 66,474,000 | 71,497,000 | 58,551,000 |
PEO Name | Martin K. Birmingham | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | PPNI | ||
Non-GAAP Measure Description [Text Block] | PPNI is a non-GAAP Non-GAAP | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Total Loan Growth | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Core Deposit Growth | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Charge-Off Ratio | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Average Equity | ||
Measure [Axis]: 6 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Average Assets | ||
PEO [Member] | Pension values reported in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (21,893) | $ (157,872) | |
PEO [Member] | Fair value of equity awards granted during fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (373,097) | (364,277) | (320,720) |
PEO [Member] | Pension value attributable to current years service and any change in pension value attributable to plan amendments made in the current year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 45,610 | 49,376 | 41,473 |
PEO [Member] | Fair value of equity compensation granted in current yearvalue at end of yearend [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 309,664 | 420,014 | 283,680 |
PEO [Member] | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 3,088 | 22,038 | (8,031) |
PEO [Member] | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (550,787) | 256,560 | (296,798) |
PEO [Member] | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (101,610) | (91,549) | |
Non-PEO NEO [Member] | Pension values reported in SCT [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (3,199) | (16,521) | (16,217) |
Non-PEO NEO [Member] | Fair value of equity awards granted during fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (129,844) | (89,072) | (90,587) |
Non-PEO NEO [Member] | Pension value attributable to current years service and any change in pension value attributable to plan amendments made in the current year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 12,316 | 10,967 | 10,812 |
Non-PEO NEO [Member] | Fair value of equity compensation granted in current yearvalue at end of yearend [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 107,769 | 102,701 | 55,620 |
Non-PEO NEO [Member] | Change in fair value for end of prior fiscal year to vesting date for awards made in prior fiscal years that vested during current fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (2,535) | 4,978 | (3,048) |
Non-PEO NEO [Member] | Change in fair value from end of prior fiscal year to end of current fiscal year for awards made in prior fiscal years that were unvested at end of current fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (94,652) | $ 46,914 | (100,126) |
Non-PEO NEO [Member] | Fair value of awards forfeited in current fiscal year determined at end of prior fiscal year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ (110,501) |