DEF 14A of Amalgamated Financial Corp.
Filed Apr 11, 2025 · FY20240001823608-25-000037
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Nominees for Election as Directors
Nominees for Election as Directors Our bylaws provide for a Board of Directors consisting of not fewer than seven nor more than 21 individuals with the exact number to be fixed by the Board of Directors. Our Board of Directors has fixed the number of directors constituting the entire board at 11, following the 2025 annual meeting. In accordance with our tenure policy outlined in our Corporate Governance Guidelines, Mr. Robert G. Romasco will not stand for re-election, and he will retire from the Board of Directors after the 2025 annual meeting. Under an agreement with Workers United and numerous joint boards, locals or similar organizations authorized under the constitution of Workers United (the "Workers United Related Parties"), the Workers United Related Parties have the right to designate nominees to our Board of Directors. For further detail on these director nomination rights, see “Certain Relationships and Related Party Transactions.” The Workers United Related Parties have designated Maryann Bruce, Lynne P. Fox, Julie Kelly, Meredith Miller and Edgar Romney Sr. to serve on our Board of Directors.
Biographical Information
Biographical Information If elected, all nominees will serve for a term commencing on the date of the annual meeting and continuing until the 2026 annual meeting of stockholders and until each person’s successor is duly elected and qualified. Each nominee has consented to being named as a nominee and agreed to serve if elected. If any named nominee is unable to serve, then the proxies may vote for a substitute. Information about each of the director nominees is provided below. Each director is currently serving as a director of the Company.
Biographical Information
| Lynne P. Fox | | | Age 67 | | | Chair of the Board | | | Director Since February 2000 | | | | Lynne P. Fox has served as Chair of our Board of Directors since May 2016. Ms. Fox is an attorney and is the elected President and Chair of the General Executive Board of Workers United, a position she has held since May 2016. Prior to that, she served as an Executive VP of Workers United from March 2009 to May 2016. She is also the elected Manager of the Philadelphia Joint Board of Workers United (and its predecessor labor organizations), a position she has held since December 1999. She is a Vice President of the Service Employees International Union. She is responsible for overseeing a $5 million budget, strategic planning, and for representing approximately 75,000 members in the U.S. and Canada. She has served as chief labor negotiator for | | innumerable collective bargaining agreements that, among other things, provide for health and pension benefits, and has responsibility for oversight of the investigation and processing of labor grievances. Ms. Fox brings to the Board an intimate understanding of the Bank’s business, organization, and mission, as well as substantial leadership ability, Board and management experience, all of which qualify her to serve on the Board of Directors. | |
Biographical Information
| Board Service: Ms. Fox serves as Chair of the Amalgamated Life Insurance Company, Chair of the Consolidated Retirement Fund, Chair of the Sidney Hillman Medical Center in Philadelphia, President of the Sidney Hillman Medical Center Apartments for the Elderly, Inc. in Philadelphia and is a member of the Economic and Community Advisory Council of the Federal Reserve Bank of Philadelphia and the Philadelphia Airport Advisory Board. She previously was the Chair of the Investment Committee of the National Retirement Fund from 2016 to 2018 and is now the Chair of the National Retirement Fund. She is President of the Philadelphia Jewish Labor Committee, and Chair of the John Fox Scholarship Fund in Philadelphia. She also served as a Board member for the State Employee Retirement System in Pennsylvania from 2006 to 2011, which is a $28.3 billion fund. She also serves as Chair of the National Plus Plan and serves as Chair and/or trustee on various other insurance and employee benefit funds. |
Biographical Information
| Priscilla Sims Brown | | | Age 67 | | | President and Chief Executive Officer | | | Director Since June 2021 | | | | Priscilla Sims Brown has served as our President and Chief Executive Officer and on our Board of Directors since June 2021. Ms. Brown has served as a multi-national board director and C-suite executive with over 30 years of financial services experience. Prior to joining, she was the Group Executive for Marketing and Corporate Affairs at Commonwealth Bank of Australia from July 2019 to June 2021, where she focused on rebuilding trust and pride in the bank with direct responsibility for end-to-end marketing, branding, stakeholder insights, government and public affairs, and environment and social policy. From October 2017 to July 2019, she served as Chief Executive Officer of Emerge.me, a digital health insurance broker. Ms. Brown has | | held senior positions at AXA Financial, Inc., Sun Life Financial, and Lincoln Financial Group. She was a member of the AXA Financial US Executive Committee, serving as Chief Marketing Officer ("CMO"), where she directed all aspects of US marketing and led global digital marketing initiatives. Prior to AXA Financial, Ms. Brown served as CMO at AmeriHealth Caritas, where she developed a new go-to-market strategy for the largest Blue Cross/Blue Shield Medicaid company in response to the Affordable Care Act. At Sun Life, Ms. Brown served as CMO and Chief Strategist, where she negotiated and managed Sun Life Stadium naming rights, Pro Bowl, Super Bowl, and other major events with the Miami Dolphins NFL football team. During her 18-year tenure at Lincoln Financial Group, Ms. Brown held numerous leadership positions where she integrated acquired companies, established new businesses, and led the consumer brand. She established the firm’s first investment management profit center, targeting midsized insurance companies. She also started and chaired Lincoln’s first family of standalone mutual funds and served as president of the broker-dealer. Ms. Brown also led the investor relations function, before expanding her responsibilities to include corporate and strategic marketing. Ms. Brown’s personal and professional experiences have enabled her to reach across cultural boundaries to ensure collaboration among diverse teams and drive successful outcomes for organizations, all of which qualify her to serve on our Board of Directors. Board Service: Prior to joining us, she served as a member of the Board of Trustees of Teachers Insurance and Annuity Association of America (“TIAA”). She served on the TIAA Investment, Nominating and Governance, and Corporate Governance and Social Responsibility committees, as well as Trustee and CEO selection subcommittees. | |
Biographical Information
| Maryann Bruce | | | Age 65 | | | Independent Director Since August 2018 | | | | Maryann Bruce has over 30 years of experience in the financial services industry and is recognized for her outstanding leadership and expertise. Ms. Bruce has earned numerous accolades, including being named one of Directors & Board’s “20 Accomplished Female Board Members in Directors to Watch” and appearing on US Banker’s list of “The 25 Most Powerful Women in Banking.” Since 2007, Ms. Bruce has served as President of Turnberry Advisory Group, a private consulting firm. From 2008 to 2010, she was President of Aquila Distributors Inc., a subsidiary of Aquila Investment Management. Earlier in her career, she was President of Evergreen Investments Services, Inc., a division of Wachovia (now Wells Fargo & | | Company), focused on investment management and diversified financial services. Ms. Bruce is passionately committed to advancing women’s leadership in business and boardrooms. She earned the CERT Certificate in Cybersecurity Oversight from the National Association of Corporate Directors (NACD) and Carnegie Mellon University’s Software Engineering Institute, demonstrating her dedication to cybersecurity governance. Her career has spanned a wide range of executive leadership roles across strategy, sales and distribution, marketing, product development, client service, risk management, and regulatory oversight. With a proven track record of growing and scaling businesses and a deep understanding of financial markets, Ms. Bruce brings invaluable insight and a strategic perspective to her role as a Board Member. Board Service: Ms. Bruce is Chair of the Board of The Pop Venture Fund, a closed-end interval fund for privately held companies, and Wrestle Like A Girl. Her previous board experience includes serving as an Independent Director at NextPoint Financial, where she chaired the Corporate Governance & Nominating Committee, served on the Executive, Audit, and Compensation Committees, and successfully led the company through a strategic review, restructuring, and a going concern sale. Ms. Bruce also served as an Independent Director at MBIA (NYSE: MBI), where she was a member of the Audit & Compliance and Compensation & Governance Committees, an Independent Director for Atlanta Life Financial Group, where she chaired the Compensation Committee, and Trustee for the Allianz Global Investors and PNC Funds. Additionally, Ms. Bruce serves on the advisory boards of Divershefy, a global women’s organization, and the Directors Development Initiative, which connects aspiring board members with for-profit and nonprofit boards. She is also a founding member of NACD’s Carolinas Chapter and has previously chaired the C200 Foundation, an organization that brings together C-suite executives and trailblazing entrepreneurs. | |
Biographical Information
| Mark A. Finser | | | Age 65 | | | Independent Director Since May 2018 | | | | Mark A. Finser was a founding member of New Resource Bank and served as its Chair until our acquisition of New Resource Bank in 2018. Mr. Finser started his career in social finance in 1984 as a founder of RSF Social Finance (“RSF”), an organization focused on developing innovative social finance tools to serve the unmet needs of clients and partners. He served as President and Chief Executive Officer of RSF until 2007, during which time he led the growth of the organization’s assets to $120 million. In 2007, he transitioned to Chairman of the Board of Trustees of RSF and served in that role until 2018. Mr. Finser also works with high-net-worth individuals and families to develop a strategy to align financial resources with personal |
Biographical Information
| values. As part of this work, Mr. Finser serves as an independent trustee for families and multigenerational beneficiaries. Mr. Finser’s extensive business experience, including his experience as a Bank Director, and knowledge of our mission and markets that we serve qualify him to serve on our Board of Directors and enhance his ability to contribute as a Director. Board Service: As an active member of the social finance community, Mr. Finser has served on several boards, including B Lab, Living Lands Trust, and Gaia Herbs. Mr. Finser also works with high-net-worth individuals and families to develop a strategy to align financial resources with personal values. |
Biographical Information
| Darrell Jackson | | | Age 67 | | | Independent Director Since August 2021 | | | | Darrell Jackson brings an extensive background driving growth and operational initiatives for financial services providers throughout the US. In his 35+ years in the financial sector, he has held leadership positions such as President, CEO and Board Director with consistent success in creating innovative business strategies. Since 2018, Mr. Jackson has served as President and CEO of the Efficace Group. Prior to this, Mr. Jackson held the position of President, CEO and Inside Director for Seaway Bank and Trust in Chicago from 2014 to 2015. Previously he held several management positions at The Northern Trust Corporation from 1995 to 2014, concluding his tenure with the position of Executive President and Co-President of Wealth Management – | | Illinois. In addition to this corporate governance expertise, Mr. Jackson’s extensive executive leadership experience and experience as a bank director qualifies him to serve on our Board of Directors and provide valuable perspectives to our discussions and oversight of the Bank. Board Service: Since 2022, Mr. Jackson has served as a Trustee for the Janus Henderson Mutual Funds Board. Since April 2020, Mr. Jackson has served as one of three outside directors for Gray-Scott-Bowen, a professional consulting firm specializing in the delivery of transportation projects in the Greater Bay Area of California. From November 2016 until July 2018, Mr. Jackson served as one of four outside directors for Delaware Place Bank and its holding company in Chicago and as Chair of the Executive Loan Committee. Mr. Jackson has also served as Chairman of the Board, Chairman of Audit, Finance, Governance and Management Development & Compensation committees for several high-profile non-profit organizations. | |
Biographical Information
| Julie Kelly | | | Age 58 | | | Director Since April 2010 | | | | Julie Kelly is the General Manager of the New York New Jersey Regional Joint Board of Workers United and an International Vice President and member of the General Executive Board of Workers United, positions she has held since 2010. She has worked in the labor movement since 1989 and has been with Workers United and its predecessor organizations in a number of capacities since 2000. During her tenure as a Director for over ten years, Ms. Kelly has developed knowledge of the Bank’s business, history, organization, mission, and executive management, which qualify her to serve on the Board of Directors and enhance her ability to contribute as a Director. Board Service: Ms. Kelly is President of the New York New |
Biographical Information
| Jersey Regional Joint Board Holding Company, Inc., a director of Amalgamated Life Insurance Company, and a trustee of the Amalgamated National Health Fund, Amalgamated Retail Retirement Fund, Consolidated Retirement Fund, the National Retirement Fund, Consortium for Worker Education Audit Committee, and the Union Health Center. She also served as former President of the Clothing Workers Center, a historic organization that has provided a home for tens of thousands of Amalgamated Clothing and Textile Workers Union ("ACTWU") workers for over a century. |
Biographical Information
| JoAnn Lilek | | | Age 68 | | | Independent Director Since April 2021 | | | | JoAnn Lilek has more than 30 years combined experience as a Chief Financial Officer and operations leader in consulting, commercial banking, and supply chain management. From 2010 to 2018, she served as Chief Financial Officer and Chief Operating Officer of Accretive Solutions, Inc., a private equity owned company. From 2008 to 2010, Ms. Lilek served as Executive Vice-President, Chief Financial Officer and Corporate Secretary of Midwest Banc Holdings, Inc. (NASDAQ: MBHI) where she was part of the turnaround team commissioned to recapitalize its subsidiary, Midwest Bank, during the global financial crisis of 2008. From 2001 to 2008, Ms. Lilek was Chief Financial Officer for DSC Logistics (DSC), a well-known, | | privately held national provider of third-party logistics and supply chain management services. Prior to DSC, Ms. Lilek had a 23-year career in financial leadership at ABN Amro North America. She played an instrumental role in ABN Amro North America’s growth to become the largest foreign bank in the United States. She held the positions of Group Senior Vice-President and Corporate Controller for North America from 1991 to 1999 and Executive Vice-President and Chief Financial Officer Wholesale Banking for North America from 1999 to 2000. Both Directors & Boards in 2007 and Private Company Director in 2019 highlighted Ms. Lilek’s accomplishments in their “Directors to Watch” articles. She is a Founding Member of the Private Directors Association and a member of the National Association of Corporate Directors and Women Corporate Directors. In addition to her corporate governance expertise, Ms. Lilek’s extensive executive leadership experience in commercial banks and middle market companies qualifies her to serve on our Board of Directors and provide valuable perspectives to our discussions and oversight of the Bank. Board Service: Ms. Lilek currently serves as an independent Trustee and Audit Committee Chair of the Datum One Series Trust, a series of mutual funds. She served as a board member of the Hinsdale Bank and Trust Company, a subsidiary of Wintrust Corporation (NASDAQ: WTFC), from 2011 to 2016 where she also served as Audit Committee Chair and as a credit and risk management committee member. In addition, from 2005 to 2009, she served as board Chair for the Lou Holland Trust Mutual Fund. She has 14 years of board service at the YWCA Metropolitan Chicago, including board President and Treasurer. She currently serves on the advisory board of MGX Beverage Group, a private family-owned wholesale distribution and third-party logistics business. | |
Biographical Information
| Meredith Miller | | | Age 69 | | | Independent Director Since July 2022 | | | | Meredith Miller brings an extensive background in corporate governance and sustainable investment leadership with considerable board and management experience. Ms. Miller served as Managing Member of Corporate Governance and Sustainable Strategies LLC from November 2021 to December 2024. Previously, she served as Chief Corporate Governance Officer for the UAW Retiree Medical Benefits Trust from 2010 to 2021. In that role she covered over 600,000 participants with $62 billion in assets under management. Ms. Miller also has 27 years of experience in health and pension benefits as well as policy making through her roles as Assistant Treasurer for Policy at the Office of Connecticut State Treasurer (1999-2010), Deputy | | Assistant Secretary and Acting Assistant Secretary for the Pension and Benefits Welfare Administration at the U.S. Department of Labor (1993-1999), Assistant Director for the American Federation of Labor and Congress of Industrial Organization (1988-1993), and Assistant Director of Research for SEIU. Ms. Miller’s background in investment management, ESG business strategies, and asset stewardship qualify her to serve on our Board of Directors. Board Service: Ms. Miller has been a Member of the Investment Integration Project Advisory Council and currently serves on the nonprofit Board of Directors of For the Long Term. She also previously served on the boards of the Washtenaw Community College Foundation, The Global Reporting Initiative, The Council of Institutional Investors and The Thirty Percent Coalition. | |
Biographical Information
| Edgar Romney Sr. | | | Age 82 | | | Director Since July 1995 | | | | Edgar Romney, Sr. briefly became President of Workers United upon its formation in March 2009 and has been its Secretary-Treasurer since July 2009. He is also a member of the General Executive Board of Workers United and Vice President of Service Employees International Union, positions he has held since September 2009. Mr. Romney, Sr. joined the former International Ladies’ Garment Workers’ Union (ILGWU) in 1962 as a shipping clerk. He later became an Organizer and Business Agent with Local 99 ILGWU and, in 1976, was asked to serve as Director of Organization for the largest ILGWU affiliate – Local 23-25. Two years later, he was elected Assistant Manager of Local 23-25, and in 1983, became the local’s Manager-Secretary | | and an ILGWU Vice President. Mr. Romney, Sr. served as Manager-Secretary of Local 23- 25 until 2004, when he became Manager of the New York Metropolitan Area Joint Board, formed by the consolidation of the five local unions that represent apparel workers in the New York area. In 1989, Mr. Romney, Sr. was elected ILGWU Executive Vice President, becoming the first African American to hold that position, and in 1995, he became Executive Vice President of UNITE – the union that grew out of the merger of the ILGWU and ACTWU. He was elected to the position of Secretary-Treasurer of UNITE in 2003. With the merger of UNITE and HERE in 2004, Mr. Romney, Sr. became Executive Vice President of UNITE HERE, a position he held until the separation of UNITE 12 and HERE in 2009. Mr. Romney, Sr. served as Secretary-Treasurer of the Change to Win Coalition from September 2003 until 2009. Mr. Romney, Sr. is the father of Mr. Romney, Jr., who is the Chief Strategy and Administrative Officer. | |
Biographical Information
| Mr. Romney, Sr. brings to the board an intimate understanding of the Bank’s business, mission, and organization, as well as substantial leadership ability, all of which qualify him to serve on our Board of Directors and enhance his ability to provide valuable perspectives to our discussions and oversight of the Bank. Board Service: Mr. Romney, Sr. continues to serve on numerous boards of directors and is National Secretary of the A. Philip Randolph Institute; Vice President of IndustriALL and the New York State AFL-CIO; and an executive board member of the New York City Central Labor Council and the Workmen’s Circle. Mr. Romney, Sr. is also a Director of Amalgamated Life Insurance Company, a board member of the Sidney Hillman Foundation, and a trustee of each of the Consolidated Retirement Fund and the National Retirement Fund. Mr. Romney, Sr. also serves as Chairman of the Consortium for Worker Education (CWE). |
Biographical Information
| Julieta Ross | | | Age 55 | | | Independent Director Since November 2023 | | | | With over 20 years of global banking technology leadership and experience, Dr. Julieta Ross offers a vast understanding of the broader financial services risk management landscape along with new technology perspectives including building market-leading banking platforms and digital capabilities. Dr. Ross is the Co-Founder and Chief Executive Officer of Okee Labs, an AI startup launched in 2019. She oversees all aspects of the company's operations, including product development, research, and customer acquisition. Prior to this role, Dr. Ross was the Global Chief Technology Officer at Banco Santander from 2017 to 2019, Global Chief Technology Officer at M&T Bank from 2014 to 2017 and held various international roles for Citi (known as | | Citigroup prior to 2007) from 2000 to 2014 ultimately being named Chief Technology Officer for Latin America. She has a proven track record building and scaling businesses, leveraging digital technologies to reduce cost, drive customer experiences and improve productivity. Dr. Ross is a member of Women Corporate Directors (WCD) and of the National Association of Corporate Directors (NACD). She became a NACD Certified Director (NACD.DC) in 2024. She is also NACD certified in Adaptive Governance, Long Term Value Creation, and Financial Oversight. Dr. Ross has also earned her Cyber Risk and Strategy Oversight certification from Diligent Institute in 2023. Board Service: Dr. Ross has served on the boards of public, private, and non-profit companies including Santander Consumer Finance, Mastercard Advisory Board, AAA Western and Central New York, Sheltered Harbor, Roswell Park Comprehensive Cancer Center Technology Committee and Row New York. She has been an advisor, judge and mentor for the Big Ideas Program at the University of California, Berkeley, since 2017. Dr. Ross is a founding member of the Sheltered Harbor Board. | |
Biographical Information
| Scott Stoll | | | Age 64 | | | Independent Director Since November 2023 | | | | After working with Ernst & Young LLP (“EY”) for over 36 years, Scott Stoll retired as a partner in 2018. From 2010 to 2018, Mr. Stoll’s role at EY focused on financial services and quality assurance, as he was responsible for EY’s non-audit advisory work at a global systematically important bank while based in San Francisco. From 2004 to 2010, Mr. Stoll’s partner role focused on banking, capital markets and insurance when he played a leadership role in the expansion of Ernst & Young LLP’s financial services consulting capabilities in Zurich, Switzerland. Prior to relocating to Zurich, Mr. Stoll was based in New York from the years 2000 to 2004 where he was one of EY's lead advisory partners serving global banks and insurance/ | | reinsurance companies. Prior to this, Mr. Stoll’s role focused on commercial banking risk management and asset liability management from 1994 to 2000. He founded EY's asset liability management advisory practice and was a founding member of EY's U.S. financial services consulting practice serving numerous super regional banks across the U.S. From 1982 to 1994, Mr. Stoll worked on audit engagements for a variety of public company financial services clients. Mr. Stoll brings to the board his extensive experience at EY working in the banking industry, the insurance industry as well as the asset management industry. Board Service: Since 2019, Mr. Stoll has been serving as the Audit Committee Chair of Farmers Group, Inc., as well as the Audit Committee Chair and member of the Executive Committee of its wholly owned subsidiary Farmers New World Life Insurance Company. Previously, Mr. Stoll was actively involved on the Board of the National Bureau of Asian Research from 2015 to 2020, a non-partisan, not-for-profit research institution whose mission is to inform and strengthen Asian-Pacific policy. During this time, Mr. Stoll was the Treasurer, the Chair of the Finance and Audit Committees and a member of the Executive Committee. Mr. Stoll is a member of the Leadership Council of the Schmidthorst College of Business at his alma mater, Bowling Green State University, where he advises on strategic initiatives, curricula plan, student mentorship and faculty engagement. He previously chaired the Strategic Planning Committee of the Leadership Council. | |
Biographical Information
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE ABOVE NOMINEES.
Compensation of Directors for Fiscal Year 2024
Compensation of Directors for Fiscal Year 2024 Each non-employee director receives an annual cash retainer as compensation for his or her services as a member of the Board of Directors as follows: •$150,000 for our board chair; •$70,000 for our Lead Independent Director; and •$50,000 for each other director. In addition, non-employee directors serving on our Board committees also receive an additional cash retainer, as follows: •Audit Committee members receive $10,000, while the Chair receives an additional $15,000; •Compensation Committee members, Enterprise Risk Oversight Committee members, Nominating and Governance Committee members, Credit Policy Committee members, and Trust Committee members each receive $5,000, while the Chair of each Committee receives an additional $10,000; and •Each member of our Executive Committee receives $5,000. The Chair of the Audit Committee received an increase of $10,000 and the Chairs of the Compensation Committee, Nominating and Governance Committee, Credit Policy Committee, Trust Committee and the Enterprise Risk Oversight Committee received an increase of $5,000. These increases are reflected in the cash retainers described above. We pay each non-employee director their applicable retainer in monthly installments. Our non-employee directors also receive restricted stock units with a grant date fair value of approximately $50,000 under our 2023 Equity Incentive Plan upon their election at the annual meeting. The restricted stock units vest on the first anniversary of the grant date. Dividend equivalents accrue during the vesting period and are paid in cash to the extent the restricted stock units vest. In the event that a director resigns prior to the vesting of their restricted stock units, the unvested restricted stock units are forfeited.
Director Compensation
Director Compensation
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($) | Total ($) | | Maryann Bruce | 82,917 | 50,003 | — | — | 132,920 | | Mark A. Finser | 85,833 | 50,003 | — | — | 135,836 | | Lynne P. Fox | 150,000 | 50,003 | — | — | 200,003 | | Darrell Jackson | 77,083 | 50,003 | — | — | 127,086 | | Julie Kelly | 62,500 | 50,003 | — | — | 112,503 | | JoAnn Lilek | 85,000 | 50,003 | — | — | 135,003 | | John McDonagh(3) | 32,903 | — | — | — | 32,903 | | Meredith Miller | 75,833 | 50,003 | — | — | 125,836 | | Robert G. Romasco | 76,250 | 50,003 | — | — | 126,253 | | Edgar Romney Sr. | 72,083 | 50,003 | — | — | 122,086 | | Julieta Ross | 65,000 | 50,003 | — | — | 115,003 | | Scott Stoll | 65,000 | 50,003 | — | — | 115,003 |
Director Compensation
(1)On May 22, 2024, each non-employee director was granted 1,954 shares of restricted stock units as part of our overall board compensation plan, and were valued at $25.59 per share. The value of the restricted stock units shown above equals the grant date fair value in accordance with FASB ASC Topic 718. These grants were outstanding for each director as of December 31, 2024, and is expected to fully vest on May 22, 2025. (2)Outstanding stock options held by active non-employee directors as of December 31, 2024 are as follows: Ms. Fox, 18,400; Ms. Kelly and Mr. Romney Sr., 13,000. (3)Mr. McDonagh resigned from the Board on May 22, 2024 in accordance with our tenure policy.
Compensation Discussion and Analysis ("CD&A") Structure
| 2024 Compensation Decisions and Outcomes | Compensation Decision Process 2024 Base Salary 2024 Annual Incentive Program Long-Term Incentives 2024 Long-Term Incentive Program ("LTIP") Grants | | Additional Information | Executive Benefits Perquisites Post Termination Payments Incentive Compensation Recovery Policy Insider Trading Policy Equity Grant Policy Deductibility of Executive Compensation Taxation of “Parachute” Payments and Deferred Compensation Accounting for Stock-Based Compensation |
Executive Compensation Philosophy and Principles
| Alignment with Shareholder and Stakeholder Interests We believe that equity-based compensation and stock ownership should be a substantial part of our executive compensation program to link executives’ compensation with our shareholders’ returns. The greater the level of responsibility of the executive, the more his or her compensation should be stock-based and the higher his or her stock ownership requirement should be. | Simple and Transparent We believe that our executive compensation program should be transparent to our investors and employees, as well as simple and easy to understand. | Pay at Risk We believe that the more senior an executive’s position, the more compensation should be “at risk,” which means it will vary based on our financial results and stock price performance. | | Market Competitive We benchmark compensation against our compensation peer group and look at other factors including performance, scope of responsibilities, and impact on the company's performance as well as internal equity considerations. | Retention-Oriented We believe that our compensation program should support retention of our experienced executives and support our leadership succession plans. | Sound Governance Practices We continually review best practices in the area of executive compensation and incorporate those practices in our executive compensation arrangements. |
Key Elements of Our Executive Compensation Program
| | Compensation Element | Purpose | Performance Alignment | | Fixed | Salary | •Provide competitive levels of fixed pay to attract and retain executives •Recognize role scope, skills required, performance, contribution, leadership and potential | •Individual performance taken into account when considering pay actions | | Variable | Annual Incentive Plan | •To motivate and reward the successful execution of our operating plan and strategic goals as well as individual performance | •Opportunity of 0%-200% of target based on performance | | | Long-Term Incentive Plan | •Attract, retain and motivate executive talent •Align interests with our stockholders and value realization with stock price; drive accountability for long-term performance | •Performance-based shares (50%), 2024 equity awards cliff vest after 3 years •Time-based restricted stock units (50%), 2024 equity awards vest ratably over 3 years •In determining target values we use the stock closing price at the grant date |
Performance Focus
Performance Focus In line with our compensation principles, our NEOs are primarily rewarded through performance-based cash and equity incentive awards. This is intended to both encourage and recognize strong company performance and stock price growth, further driving stockholder value. Through our Annual Incentive Plan (“AIP”), we provide performance-based cash incentives to motivate and reward the successful execution of our operating plan and strategic goals as well as individual performance. Long-term equity incentives are awarded through a combination of performance-based restricted stock units ("PRSUs"), and time-based restricted stock units ("TRSUs") in order to link executive compensation more closely with the Company's performance. The diagrams below depict each element of target compensation as a percentage of total target direct compensation for our CEO and other NEOs, expressed as an average, for 2024. In determining target values, we use the stock closing price at the grant date for PRSUs and TRSUs.
Performance Measures
Performance Measures Our incentive plans balance short- and long-term performance goals to ensure that the interests of our executives are aligned with those of our stockholders for short- and long-term performance. The following provides a summary overview of the short- and long-term corporate goals for our NEOs.
Performance Measures
| | Goals | Rationale | Weight | | Annual Incentive Plan | Core Earnings* | Incentivize management to meet and exceed earnings which aligns with a focus on growth | 40% | | | Adjusted Core Efficiency Ratio* | Incentivize management to meet and exceed expense control which aligns with a focus on the efficiency of our operations | 20% | | | Growth of Non-Time Deposits | Incentivize management to meet and exceed deposit growth which aligns with a focus on growth in our core relationships | 20% | | | Nonperforming Assets to Total Assets | Incentivize management to meet and exceed limiting our nonperforming assets which aligns with a focus on the credit quality of our interest earning assets | 20% | | Long-Term Incentive Plan | Growth in Adjusted Tangible Book Value* | Emphasizes long-term sustainable growth and capital adequacy | 50% | | | Relative Total Shareholder Return | Emphasizes an alignment to long-term stockholder value | 50% |
Performance Measures
*See Annex A for reconciliation of GAAP to non-GAAP measures referenced in this section. We believe these non-GAAP measures facilitate making period-to-period comparisons and are meaningful indications of our operating performance. In addition, because intangible assets such as goodwill and other discrete items unrelated to our core business, which are excluded, vary extensively from company to company, we believe that the presentation of this information allows investors to more easily compare our results to those of other companies. “Core earnings” is defined as net income after tax excluding gains and losses on sales of securities, ICS One-Way Sell fee income, changes in fair value on loans held-for-sale, gains on the sale of owned property, costs related to branch closures, restructuring/severance costs, acquisition costs, tax credits and accelerated depreciation on solar equity investments, taxes on notable pre-tax items, and other discretionary items as approved by the Board. “Adjusted core efficiency ratio” is defined as core non-interest expense (total non-interest expense excluding costs related to branch closures, restructuring/severance, and acquisitions) divided by core operating revenue (total net interest income plus total non-interest income excluding gains and losses on sales of securities, ICS One-Way Sell fee income, changes in fair value on loans held-for-sale, gains on the sale of owned property, and tax credits and accelerated depreciation on solar equity investments), and other discretionary items as approved by the Board. Adjusted Tangible Book Value (“Adjusted TBV”) is calculated during the three-year performance period and averaged over such period, and is determined using the following formula: Stockholders’ equity, excluding minority interests, preferred stock, goodwill, core deposit intangibles, mergers and acquisitions, share repurchases, non-core items (such as tax adjustments), dividends paid on Company stock, stock-based compensation expense, and other comprehensive income. In addition, we incorporate individual performance in determining final bonus payouts and awarding target long-term incentive ("LTI"). Individual performance emphasizes individual accountability and aligns to our strategic priorities as per the assessment framework defined below: This performance year ("PY") process allows the Compensation Committee a more holistic approach to performance measurement.
Performance Measures
| Internal Controls, Regulatory Compliance & Assessments | Strategic Priorities | Climate and Social | | •Results of regulatory assessments •Audit results (internal and external) •Controls in line with the Bank's growth plans | •Alignment to the strategic pillars and foundations •Progress toward our long-term strategic plan | •Mission-aligned business and people plans •Staff retention •Succession plans for critical roles |
Use of an Independent Compensation Consultant
Use of an Independent Compensation Consultant The Compensation Committee has retained an independent compensation consultant, Farient Advisors, LLC ("Farient") to provide advice on best practices and market developments, as well as to provide independent advice to the Compensation Committee. The Compensation Committee regularly meets with the independent compensation consultant without management present. The independent compensation consultant participates in Compensation Committee meetings throughout the year, reviews materials in advance, consults with the Chair of the Compensation Committee, provides to the Compensation Committee data on market trends and compensation design, assesses recommendations for base salary and annual incentive awards for our NEOs, and periodically meets with management. The independent compensation consultant may provide consulting advice to management outside the scope of executive compensation with the approval of the Compensation Committee. In 2024, Farient did not provide consulting advice or services to management outside the scope of executive compensation. The Compensation Committee does not delegate authority to its independent compensation consultant. The independent compensation consultant gathers and analyzes data at the direction of the Compensation Committee, advises the Compensation Committee on compensation standards and trends, and assists in the development of policies and programs. The Compensation Committee directs, approves, and evaluates the work of the independent compensation consultant in relation to all executive compensation matters. Based on an assessment of independence criteria, including those enumerated in the Nasdaq listing standards, the Compensation Committee determined that Farient was independent and that engagement of Farient did not present any conflicts of interest.
Use of Market Data
Use of Market Data Due to our commitment to growth and our need to compete for talent with much larger institutions, the Compensation Committee does not target executive compensation at any particular percentile of the market and views each position versus the market based on incumbent capabilities, years of experience, tenure in the position, responsibilities, job performance, and internal equity. The Compensation Committee annually reviews the appropriateness of the positioning of our senior executive positions versus relevant market information from our peers and industry surveys.
Use of Market Data
| Peers | | | 1st Source Corporation | First Commonwealth Financial Corporation | | Ameris Bancorp | Flushing Financial Corporation | | Axos Financial, Inc | Home Bancshares, Inc. (Conway, AR) | | Brookline Bancorp, Inc. | NBT Bancorp Inc. | | Byline Bancorp, Inc. | OceanFirst Financial Corp. | | Cathay General Bancorp | Peapack-Gladstone Financial Corporation | | ConnectOne Bancorp, Inc. | Provident Financial Services, Inc. | | Dime Community Bancshares, Inc. | Renasant Corporation | | Enterprise Financial Services Corp | ServisFirst Bancshares, Inc. | | First Busey Corporation | Univest Financial Corporation |
Use of Market Data
For the 2024 compensation peer group, the Compensation Committee took into consideration the Bank’s high-growth orientation and diversified business mix, which resulted in a set of quantitative and qualitative criteria that aligned with the company's business model, including: •Banks as classified by the Global Industry Classification Standard •Headquarters and primary operations in major metropolitan areas •Total assets with a range of 0.25 to 4.0 times Amalgamated Financial Corp •Banks with similar growth trajectories, investor outlooks, and total shareholder returns •Banks that offer commercial banking, trust, and investment management services.
2024 Annual Incentive Program (AIP)
2024 Annual Incentive Program (AIP) The Compensation Committee believes that annual cash incentive compensation is an integral component of our Total Compensation Strategy that links executive decision‑making and performance with our annual strategic objectives. We use this component to focus management on the achievement of corporate financial metrics and individual performance metrics while considering the mitigation of any risks that may affect our overall financial performance.The value of annual cash incentive payments earned by our NEOs in 2024 is disclosed in the Summary Compensation Table included in this proxy statement. Each year, the Compensation Committee sets the amount of each participant’s target annual incentive opportunity, stated as a percent of the participant’s base salary, as captured in the table below:
2024 Annual Incentive Program (AIP)
| Name | Base Salary ($) | Target Annual Incentive as a Percent of Base Salary (%) | Target Annual Incentive Opportunity ($) | | Priscilla Sims Brown | $1,040,000 | 80.0% | $832,000 | | Jason Darby | $458,640 | 50.0% | $229,500 | | Sam Brown | $385,300 | 75.0% | $288,750 | | Sean Searby | $355,680 | 40.0% | $142,272 | | Mandy Tenner | $353,496 | 40.0% | $141,398 |
2024 Annual Incentive Program (AIP)
For 2024, the Committee established the AIP metrics, including the weighting of each metric and payout opportunities at threshold, target and maximum performance levels, shown in the tables below. Threshold performance pays out at 50% of target level. For performance at the maximum level, payout doubles to 200% of target level. Linear interpolation is used to determine awards for performance between the identified points.
Corporate Performance Metrics
Corporate Performance Metrics
Corporate Performance Metrics
| Metrics and Weightings | Core Earnings | Adjusted Core Efficiency Ratio | Growth of Non-Time Deposits | Non-Performing Assets to Total Assets | | Corporate Roles - NEOS | 40% | 20% | 20% | 20% |
Corporate Performance Metrics
| Weighted Opportunity Payouts | Core Earnings | Adjusted Core Efficiency Ratio | Growth of Non-Time Deposits | Non-Performing Assets to Total Assets | | Maximum | 80% | 40% | 40% | 40% | | Target | 40% | 20% | 20% | 20% | | Threshold | 20% | 10% | 10% | 10% | | Below Threshold | 0% | 0% | 0% | 0% |
Corporate Performance Metrics
The Compensation Committee chose these corporate performance metrics for the following key reasons: •Core Earnings is a key component to building stockholder value; •Adjusted Core Efficiency Ratio measures expense control and the efficiency of our operations, which are goals we should continually strive for in order to provide for the best financial return for our stockholders, and our Named Executive Officers are best situated to impact our efforts in this regard; •Growth of our Non-Time Deposits is a strong indicator of the growth of our business, as it shows growth in our core relationships; and •Nonperforming Assets to Total Assets serves as a key measure of the credit quality of our interest earning assets. Performance in 2024 against Corporate Performance Metrics The following tables summarize the threshold, target, and maximum performance levels set by the Compensation Committee for 2024 and the actual results achieved in 2024 for the Core Earnings, Adjusted Core Efficiency Ratio, Growth of Non-Time Deposits, and Nonperforming Assets metrics that apply to our NEOs. In determining the actual results for 2024 relative to business targets set for 2024, the Compensation Committee did not exercise discretion.
Corporate Performance Metrics
| Corporate Objective Performance Range | | | | | | | | Measures | Weighting | Threshold | Target | Maximum | Actual Result | Payout (% of Target) | | Core Earnings (in millions) | 40% | $96.1 | $104.0 | $108.0 | $101.8* | 72% | | Adjusted Core Efficiency Ratio | 20% | 52.0% | 50.8% | 50.2% | 50.3%* | 178% | | Growth of Non-Time Deposits | 20% | 0.0% | 2.4% | 5.0% | 4.50% | 179% | | Nonperforming Assets to Total Assets | 20% | 0.45% | 0.32% | 0.28% | 0.31% | 107% | | | | | | | | % Earned | | Payout Opportunity | | 50% | 100% | 200% | | 121% |
Corporate Performance Metrics
*See Annex A for reconciliation of GAAP to non-GAAP measures referenced in this section. Performance in 2024 against Individual Performance Metrics After this determination was made, Ms. Brown engaged the Committee in a further discussion of the Company’s performance and of each NEO’s individual performance compared to their objectives, and rated each executive in the equivalent of a 5-point scale with 5 being the highest rating. In light of the accomplishments by each NEO that were cited by Ms. Brown to the Compensation Committee, it was recommended by Ms. Brown and approved by the Compensation Committee that the individual performance-related rating for each NEO be set as follows: Mr. Darby - 4, Mr. Brown - 4, Mr. Searby - 4, and, Ms. Tenner - 4. In the case of Ms. Brown, in early 2025 the Board assessed her performance against her 2024 goals, which included: Strategy and Execution, Operations, Senior Leadership and Culture, and Board Relations and External Relations. The Compensation Committee determined that an individual performance rating of 4.0 was appropriate given performance against these measures. Based on our corporate performance and each Named Executive Officer’s individual performance, the Compensation Committee awarded the following cash incentive awards to our Named Executive Officers in 2024.
Corporate Performance Metrics
| | Annual Incentive Earned | | | | | Name | FY 24 Award | FY23 Award | % Difference | FY24 Award as % of Target | | Priscilla Sims Brown | $1,000,000 | $917,000 | 9% | 120% | | Jason Darby | $380,000 | $368,430 | 3% | 166% | | Sam Brown | $475,000 | $459,604 | 3% | 165% | | Sean Searby | $225,000 | $173,776 | 29% | 158% | | Mandy Tenner | $225,000 | $201,909 | 11% | 158% |
Corporate Performance Metrics
Note: Actual bonus amounts may not match calculation formula due to rounding shown within the table.
Long-Term Incentive Plan (LTIP)
Long-Term Incentive Plan (LTIP) The Compensation Committee believes that senior management equity ownership effectively aligns the interests of senior management with those of our stockholders. Accordingly, we have implemented equity-based incentives to both encourage our management’s long-term service and give management a more direct interest in our future success. The awards granted in 2024 included performance-vesting restricted stock units ("PRSUs") and time-vesting restricted stock units ("TRSUs") pursuant to the Amalgamated Financial Corp. 2023 Equity Incentive Plan and its predecessors. The grant date fair values of the TRSUs and the PRSUs are disclosed in the Summary Compensation Table included in this proxy statement. Each award agreement provides for double-trigger vesting of unvested awards following a change in control and for acceleration upon termination in certain circumstances, as described below under “Potential Payments upon Termination or Change in Control.” PRSUs and TRSUs accrue dividends based on dividends paid on common shares, but those dividends are paid in cash upon satisfaction of the specified vesting requirements on the underlying award. 2022 PRSU Results 2022-2024 Relative Total Shareholder Return (“rTSR”). For the 2022 PRSU grants, 50% of the performance was based on the achievement of TSR performance relative to our 2022 TSR Peer Group over a three-year performance period. The original 2022 Peer Group included 78 companies. Our rTSR for the period placed us above the 75th percentile (1st out of 69 banks) relative to our 2022 TSR Peer Group. The following table illustrates threshold, target, and maximum relative performance levels and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and maximum performance, are interpolated. The table also includes the relative performance result and the percentage of grants earned as determined by the Compensation Committee.
Long-Term Incentive Plan (LTIP)
| | Threshold | Target | Maximum | Actual Results | | Percentile performance relative to the 2022 TSR peer group | 25th | 50th | 75th | > 75th | | % of grants earned | 50% | 100% | 150% | 150% |
Long-Term Incentive Plan (LTIP)
The following table shows the rTSR PRSU grants approved in February 2022 by the Committee for the NEOs and the earned awards approved by the Committee in February 2025 after it determined the 2022-2024 rTSR relative performance results.
Long-Term Incentive Plan (LTIP)
| NEO | Number of Units at Threshold | Number of Units at Target | Number of Units at Maximum | 2022-2024 Earned PRSUs | | Priscilla Sims Brown | 6,980 | 13,959 | 20,939 | 20,939 | | Jason Darby | 1,222 | 2,443 | 3,665 | 3,665 | | Sam Brown | 935 | 1,870 | 2,805 | 2,805 | | Sean Searby | 796 | 1,591 | 2,387 | 2,387 | | Mandy Tenner | 315 | 630 | 945 | 945 |
Long-Term Incentive Plan (LTIP)
2022-2024 Growth in Adjusted Tangible Book Value (“Adjusted TBV”). For the 2022 PRSU grants, 50% of the performance was based on the achievement of Adjusted TBV growth over a three-year performance period from January 1, 2022 through December 31, 2024. The following table illustrates threshold, target, and maximum relative performance levels and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and superior performance, are interpolated. The table also includes the relative performance result and the percentage of grants earned as determined by the Compensation Committee.
Long-Term Incentive Plan (LTIP)
| | Threshold | Target | Maximum | Actual Results | | Performance | 7.18% | 10.25% | 13.33% | 14.27%* | | % of grants earned | 50% | 100% | 150% | 150% |
Long-Term Incentive Plan (LTIP)
*See Annex A for reconciliation of GAAP to non-GAAP measures referenced in this section. The following table shows the Adjusted TBV PRSU grants approved in February 2022 by the Committee for the NEOs and the earned awards approved by the Committee in February 2025 after it determined the 2022-2024 Adjusted TBV performance results.
Long-Term Incentive Plan (LTIP)
| NEO | Number of Units at Threshold | Number of Units at Target | Number of Units at Maximum | 2022-2024 Earned PRSUs | | Priscilla Sims Brown | 7,188 | 14,376 | 21,564 | 21,564 | | Jason Darby | 1,262 | 2,523 | 3,785 | 3,785 | | Sam Brown | 966 | 1,932 | 2,898 | 2,898 | | Sean Searby | 822 | 1,644 | 2,466 | 2,466 | | Mandy Tenner | 326 | 651 | 977 | 977 |
2024 Long-Term Incentive Plan ("LTIP") Grants
2024 Long-Term Incentive Plan ("LTIP") Grants In February 2024, the Compensation Committee approved grants for the NEOs under the LTIP. The values granted to each NEO are set forth below, as well as the percentage apportioned in the form of PRSUs and TRSUs.
2024 Long-Term Incentive Plan ("LTIP") Grants
| NEO | Value Granted | TRSUs | PRSUs | | Priscilla Sims Brown | $1,500,007 | 50% | 50% | | Jason Darby | $354,810 | 50% | 50% | | Sam Brown | $295,041 | 50% | 50% | | Sean Searby | $167,264 | 50% | 50% | | Mandy Tenner | $155,792 | 50% | 50% |
2024 Long-Term Incentive Plan ("LTIP") Grants
The number of PRSUs and TRSUs granted were based on the fair market value in accordance with ASC 718 at the grant date. The number of PRSUs granted assumes target achievement of performance metrics. TRSU Grants The TRSUs will vest in three equal annual installments on each anniversary of the applicable grant date, subject to the NEO’s continued service through the vesting date. PRSU Grants The PRSU grants are based 50% on the Company's TSR relative to our 2024 peer group as measured over a three-year period (March 1, 2024 through February, 28, 2027) and 50% based on growth in the Company's Adjusted TBV as calculated for each calendar year during the three-year performance period and averaged over such period (January 1, 2024 through December 31, 2027). rTSR PRSU Grants The following table illustrates the number of units granted for performance at threshold, target, and maximum levels for rTSR.
2024 Long-Term Incentive Plan ("LTIP") Grants
| NEO | Number of Units at Threshold | Number of Units at Target | Number of Units at Maximum | | Priscilla Sims Brown | 8,443 | 16,885 | 25,328 | | Jason Darby | 1,997 | 3,994 | 5,991 | | Sam Brown | 1,661 | 3,321 | 4,982 | | Sean Searby | 942 | 1,883 | 2,825 | | Mandy Tenner | 877 | 1,754 | 2,631 |
2024 Long-Term Incentive Plan ("LTIP") Grants
The following table illustrates threshold, target, and maximum relative performance levels for the rTSR PRSUs and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and maximum performance will be interpolated. Payout will be capped at 100% if absolute TSR is negative.
2024 Long-Term Incentive Plan ("LTIP") Grants
| | 2024 rTSR PRSU Grants | | | | | Threshold | Target | Maximum | | Percentile performance relative to the 2024 TSR peer group | 25th | 50th | 75th | | % of grants earned | 50% | 100% | 150% |
2024 Long-Term Incentive Plan ("LTIP") Grants
Adjusted TBV Growth PRSU Grants The following table illustrates the number of units granted for performance at threshold, target, and maximum levels for Adjusted TBV growth.
2024 Long-Term Incentive Plan ("LTIP") Grants
| NEO | Number of Units at Threshold | Number of Units at Target | Number of Units at Maximum | | Priscilla Sims Brown | 8,082 | 16,163 | 24,245 | | Jason Darby | 1,912 | 3,823 | 5,735 | | Sam Brown | 1,590 | 3,179 | 4,769 | | Sean Searby | 901 | 1,802 | 2,703 | | Mandy Tenner | 839 | 1,678 | 2,517 |
2024 Long-Term Incentive Plan ("LTIP") Grants
The 2024 Adjusted TBV Growth PRSU grant is measured against adjusted TBV growth performance levels set by the Compensation Committee. Adjusted TBV is calculated during the three-year performance period and averaged over such period, and is determined using the following formula: Stockholders’ equity, excluding minority interests, preferred stock, goodwill, core deposit intangibles, mergers and acquisitions, share repurchases, non-core items (such as tax adjustments), dividends paid on common stock, stock-based compensation expense, and other comprehensive income. The following table illustrates threshold, target, and maximum relative performance levels for the Adjusted TBV growth PRSUs and the percentage of the target grant earned for each performance level. Results between threshold and target, and target and maximum performance will be interpolated.
2024 Long-Term Incentive Plan ("LTIP") Grants
| | 2024 Adjusted TBV Growth PRSU Grants | | | | | Threshold | Target | Maximum | | Performance | 7.18% | 10.25% | 13.33% | | % of grants earned | 50% | 100% | 150% |
2024 Long-Term Incentive Plan ("LTIP") Grants
Performance and payout opportunities reflect the dual character of both rTSR and Adjusted TBV growth PRSU grants: •The grants are performance-based to ensure payout opportunities are aligned with stockholder interests. •The grants are also competitive in nature and as such reflect performance and payout opportunities aligned with our compensation peer group and the broader market in which we compete for talent. All shares earned will vest in early 2027 at the time the Compensation Committee evaluates the three-year performance for both rTSR and Adjusted TBV growth. 2024 Differential Investment Awards In April 2024, the Compensation Committee awarded special LTI awards to recognize the leadership team's efforts in driving superior financial performance and for retention purposes. These awards consisted of an equal mix of RSUs and PRSUs, with substantially the same performance conditions and vesting requirements as for the annual LTI awards, as described above.
2024 Long-Term Incentive Plan ("LTIP") Grants
| NEO | Total Award Value | Number of PRSUs at Target | Number of RSUs | | Priscilla Sims Brown | $1,499,988 | 33,062 | 32,355 | | Jason Darby | $250,002 | 5,510 | 5,393 | | Sam Brown | $250,002 | 5,510 | 5,393 | | Sean Searby | $150,005 | 3,306 | 3,236 | | Mandy Tenner | $150,005 | 3,306 | 3,236 |
Employment Agreements
Employment Agreements
Taxation of "Parachute Payments" and Deferred Compensation
Taxation of "Parachute Payments" and Deferred Compensation We do not provide our NEOs with a “gross-up” or other reimbursement payment for any tax liability that they might owe because of the application of Sections 280G, 4999, or 409A of the Internal Revenue Code. Sections 280G and 4999 of the Internal Revenue Code provide that executive officers, directors who hold significant equity interests in our Company, and certain other service providers may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that the Company, or a successor, may forfeit a deduction on the amounts subject to this additional tax. Section 409A of the Internal Revenue Code also imposes additional significant taxes on an executive officer, director or other service provider to the Company in the event that they receive “deferred compensation” that does not meet certain requirements of Section 409A of the Internal Revenue Code.
Summary Compensation Table
Summary Compensation Table The following table sets forth information concerning all compensation awarded to, earned by or paid to our Named Executive Officers for all services rendered in all capacities to the Company and its subsidiaries for the three most recently completed fiscal years.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($)(2) | Retention Stock Awards ($)(3) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(4)(5) | All Other Compensation ($)(6) | Total ($) | | Priscilla Sims Brown | 2024 | 1,029,231 | — | 1,500,007 | 1,000,000 | 1,499,988 | 56,043 | 249,389 | 5,334,658 | | President and Chief Executive Officer | 2023 | 959,615 | — | 1,300,000 | 917,000 | — | 43,360 | 67,897 | 3,287,872 | | | 2022 | 836,539 | 50,000 | 1,000,000 | 932,960 | — | 27,454 | 124,962 | 2,971,915 | | Jason Darby | 2024 | 453,891 | — | 354,810 | 380,000 | 250,002 | 42,951 | 14,636 | 1,496,290 | | Senior Executive Vice President and Chief Financial Officer | 2023 | 435,346 | — | 295,000 | 368,430 | — | 36,515 | 9,869 | 1,145,160 | | | 2022 | 401,154 | — | 175,000 | 320,000 | 420,000 | 28,698 | 4,452 | 1,349,304 | | Sam Brown | 2024 | 381,310 | — | 295,041 | 475,000 | 250,002 | 20,621 | 14,360 | 1,436,334 | | Senior Executive Vice President and Chief Banking Officer | 2023 | 365,505 | — | 250,000 | 459,604 | — | 16,973 | 14,002 | 1,106,084 | | | 2022 | 347,424 | 83,750 | 134,000 | 400,000 | 352,000 | 14,187 | 7,647 | 1,339,008 | | Sean Searby | 2024 | 355,680 | 71,136(7) | 167,264 | 225,000 | 150,005 | 22,756 | 12,144 | 1,003,985 | | Executive Vice President and Chief Operations Officer | 2023 | 351,997 | 29,640(7) | 136,800 | 173,776 | — | 18,562 | 4,917 | 715,692 | | Mandy Tenner | 2024 | 350,724 | — | 155,792 | 225,000 | 150,005 | 24,276 | 4,898 | 910,695 | | Executive Vice President and Chief Legal Officer | | | | | | | | | |
Summary Compensation Table
(1)The values of all LTIP PRSUs and TRSUs reported in this column were computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions for 2024 awards, see "Long term incentive plans" section of Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. For 2024, amounts included in this column are the dollar amounts of (i) the value of TRSUs granted in March 2024 to the following NEOs: Ms. Brown $750,010, Mr. Darby $177,410, Mr. Brown $147,529, Mr. Searby $83,636, and Ms. Tenner $77,906, and (ii) the value of the PRSUs granted assuming vesting at the Target level, as follows: Ms. Brown $749,997, Mr. Darby $177,400, Mr. Brown $147,512, Mr. Searby $83,628, and Ms. Tenner $77,886. Assuming vesting of PRSUs at the Maximum level, the value of these PRSUs would have been as follows: Ms. Brown $1,125,019, Mr. Darby $266,112, Mr. Brown $221,291, Mr. Searby $125,453, and Ms. Tenner $116,829. The number of PRSUs are determined on after the completion of the performance period, based on the achievement of the Board-established performance metrics. The vesting schedule for awards under the 2024 LTIP are described in the “Outstanding Equity Awards” table below. The awards are forfeited to the extent that they are not vested if the officer leaves voluntarily or is terminated for cause. (2)Annual Incentive Program (AIP) Bonus was approved on February 19, 2025 and was paid on March 7, 2025. (3)2024 Differential Investment Awards: In April 2024, the Compensation Committee awarded special LTI awards to recognize the leadership team's efforts in driving superior financial performance and for retention purposes. The values reported in this column were computed in accordance with FASB ASC Topic 718. For a discussion of the valuation assumptions for 2024 awards, see "Long term incentive plans" section of Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. The RSUs will vest in equal installments on the first, second and third anniversaries of the grant date. The PRSUs will cliff vest on the third anniversary of the grant date subject to meeting certain performance criteria. Assuming vesting of PRSUs at the Maximum level, the value of these PRSUs would be as follows: Ms. Brown $1,125,021, Mr. Darby $187,488, Mr. Brown $187,488, Mr. Searby $112,515 and Ms. Tenner $112,515. The number of PRSUs are determined on after the completion of the performance period, based on the achievement of the Board-established performance metrics. The vesting schedule for awards under the 2024 LTIP are described in the “Outstanding Equity Awards” table below. The awards are forfeited to the extent that they are not vested if the officer leaves voluntarily or is terminated for cause. (4)These amounts reflect changes in pension value for each NEO’s accumulated benefit under the Amalgamated Financial Corporation Pension Plan (“Qualified Pension Plan”). The assumptions used in the actuarial liabilities as of January 1, 2024 are as follows: Assumes normal retirement age, assumed rate of return on investments of 7.75% and discount rate (net of Plan expenses). The Mortality basis used is the The Pri-2012 White Collar mortality table, set back 1 year and projected generationally with improvement scale MP-2021, except for disabled lives. A moderate rate of termination of employment was assumed. Such rates vary by length of employment during the first five years of employment and by attained age thereafter. Select rates (rates that vary by length of employment) are not used for Amalgamated Bank participants (5)Normal retirement age is age 65 for all participants. It is assumed that the participants will elect the single life annuity form. (6)Amounts for Ms. Brown reflect the following perquisites: •A car and driver service with an incremental cost of $159,502 in 2024, which Ms. Brown used primarily for commuting to and from her home in Philadelphia. The car expense includes annual depreciation as well as the cost of maintenance, insurance, gas and oil, and the driver expense includes base salary plus benefits. Ms. Brown used Uber and other car services costing $28,235 in 2023 and $9,381 in 2022. •Security services costing $1,442 in 2024 and $74,774 in 2022, which were provided on certain occasions in light of physical threats made against Ms. Brown. The value of Ms. Brown’s 2022 perquisites was updated from $76,590 to $92,181, and the value of her 2023 perquisites was updated from $0 to $28,337, based on a perquisites review. For Ms. Brown, the remaining amounts in this column reflect the cost of a long-term stay option in New York City, legal and financial planning services, $70,528 of cash dividends distributed in 2024 on vesting of restricted stock units and other miscellaneous items. For the other Named Executive Officers, amounts in this column reflect cash dividends distributed on vesting of restricted stock units. (7) Mr. Searby received a critical resource bonus in 2023 and 2024 for assuming temporary additional responsibilities for the management of the digital and customer experience department. In 2025, Mr. Searby assumed these responsibilities on a permanent basis in connection to his promotion and as a result this bonus was built in his base salary.
Grants of Plan Based Awards
Grants of Plan Based Awards The following table sets forth certain information pertaining to grants of plan based awards to the NEOs during 2024.
Grants of Plan Based Awards
| Name | Grant Date | Award Type | Estimated future payouts under non-equity incentive plan awards(1) | | | Estimated future payout under equity incentive plan awards(2) | | | All other stock awards of shares of stock or units(3) (#) | Grant date fair value of stock awards(4) ($) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Priscilla Sims Brown | 3/1/2024 | PRSU | | | | 16,524 | 33,048 | 49,572 | | $749,997 | | | | TRSU | | | | | | | 32,328 | $750,010 | | | 4/1/2024(5) | PRSU | | | | 16,531 | 33,062 | 49,593 | | $749,999 | | | | TRSU | | | | | | | 32,355 | $749,989 | | | | Cash | 416,000 | 832,000 | 1,664,000 | | | | | | | Jason Darby | 3/1/2024 | PRSU | | | | 3,909 | 7,817 | 11,726 | | $177,400 | | | | TRSU | | | | | | | 7,647 | $177,410 | | | 4/1/2024(5) | PRSU | | | | 2,755 | 5,510 | 8,265 | | $124,992 | | | | TRSU | | | | | | | 5,393 | $125,010 | | | | Cash | 114,750 | 229,500 | 459,000 | | | | | | | Sam Brown | 3/1/2024 | PRSU | | | | 3,250 | 6,500 | 9,750 | | $147,512 | | | | TRSU | | | | | | | 6,359 | $147,529 | | | 4/1/2024(5) | PRSU | | | | 2,755 | 5,510 | 8,265 | | $124,992 | | | | TRSU | | | | | | | 5,393 | $125,010 | | | | Cash | 144,375 | 288,750 | 577,500 | | | | | | | Sean Searby | 3/1/2024 | PRSU | | | | 1,843 | 3,685 | 5,528 | | $83,628 | | | | TRSU | | | | | | | 3,605 | $83,636 | | | 4/1/2024(5) | PRSU | | | | 1,653 | 3,306 | 4,959 | | $74,995 | | | | TRSU | | | | | | | 3,236 | $75,010 | | | | Cash | 71,136 | 142,272 | 284,544 | | | | | | | Mandy Tenner | 3/1/2024 | PRSU | | | | 1,716 | 3,432 | 5,148 | | $77,886 | | | | TRSU | | | | | | | 3,358 | $77,906 | | | 4/1/2024(5) | PRSU | | | | 1,653 | 3,306 | 4,959 | | $74,995 | | | | TRSU | | | | | | | 3,236 | $75,010 | | | | Cash | 70,699 | 141,398 | 282,796 | | | | | |
Grants of Plan Based Awards
(1)The amounts in these columns reflect the range of possible cash payouts under the 2024 Annual Incentive Program. The awards were earned based on the achievement of pre-determined performance goals for Core Earnings, Adjusted Core Efficiency Ratio, Growth in Non-Time Deposits and Non-Performing Assets to Total Assets. See “2024 Annual Incentive Program (AIP)” for additional details. (2)The number of common shares in these columns reflects the range of possible vesting of PRSUs. The awards will vest based on the achievement of pre-determined performance goals for growth in Adjusted Tangible Book Value and relative Total Shareholder Return, for the performance period. See "Long-Term Incentive Program" for additional details. (3)The number of common shares in these columns reflects the TRSUs granted in 2024. See “Long-Term Incentive Plan” for additional details. (4)The amounts in this column reflect the full grant date fair value of awards calculated in accordance with FASB ASC. No. 718. For PRSUs, the value represents shares at target. (5)2024 Differential Investment Awards. In April 2024, the Compensation Committee awarded special LTI awards to recognize the leadership team's efforts in driving superior financial performance and for retention purposes.The RSUs will vest in equal installments on the first, second and third anniversaries of the grant date. The PRSUs will cliff vest on the third anniversary of the grant date subject to meeting certain performance criteria. The awards are forfeited to the extent that they are not vested if the officer leaves voluntarily or is terminated for cause.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table provides a summary of equity awards outstanding as of December 31, 2024 for the Named Executive Officers.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Stock Awards | | | | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested(6) ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested(7) (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested(6) ($) | | Priscilla Sims Brown | 92,772(1) | $3,105,079 | 122,117(8) | $4,087,256 | | Jason Darby | 25,199(2) | $843,411 | 24,572(9) | $822,425 | | Sam Brown | | | | | | | 21,861(3) | $731,688 | 21,134(10) | $707,355 | | Sean Searby | 14,997(4) | $501,950 | 13,138(11) | $439,729 | | Mandy Tenner | 13,840(5) | $463,225 | 10,829(12) | $362,447 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1)Represents the following unvested TRSUs granted to Ms. Brown that vest based on her continued service through the vesting date: •9,586 that vest on February 25, 2025; •18,503 that vest ratably over two years on February 15, 2025, and 2026; •32,328 that vest ratably over three years on March 1, 2025, 2026, and 2027; and •32,355 that vest ratably over three years on April 1, 2025, 2026, and 2027 (2)Represents the following unvested TRSUs granted to Mr. Darby that vest based on his continued service through the vesting date: •1,684 that vest on February 15, 2025; •6,276 that vest on August 24, 2025; •4,199 that vest ratably over two years on February 15, 2025, and 2026; •7,647 that vest ratably over three years on March 1, 2025, 2026, and 2027; and •5,393 that vest ratably over three years on April 1, 2025, 2026, and 2027 (3)Represents the following unvested TRSUs granted to Mr. Brown that vest based on his continued service through the vesting date: •1,290 that vest on February 15, 2025; •5,260 that vest on August 24, 2025; •3,559 that vest ratably over two years on February 15, 2025, and 2026; (4)Represents the following unvested TRSUs granted to Mr. Searby that vest based on his continued service through the vesting date: •1,948 that vest ratably over two years on February 15, 2025, and 2026; •3,605 that vest ratably over three years on March 1, 2025, 2026, and 2027; and •3,236 that vest ratably over three years on April 1, 2025, 2026, and 2027 (5)Represents the following unvested TRSUs granted to Ms. Tenner that vest based on her continued service through the vesting date: •435 that vest on February 15, 2025; •4,932 that vest on August 24, 2025; •1,879 that vest ratably over two years on February 15, 2025, and 2026; •3,358 that vest ratably over three years on March 1, 2025, 2026, and 2027; and •3,236 that vest ratably over three years on April 1, 2025, 2026, and 2027 (6)Amount based on closing price of our common stock as reported on Nasdaq on December 31, 2024 of $33.47 per share as reported by NASDAQ. (7)Represents PRSUs that are subject to the achievement of pre-established performance measures and the officer’s continued service through the end of each applicable performance period. Any PRSUs that vest will be converted to shares of our common stock on a one-for-one basis. PRSUs that do not vest will be forfeited. The corporate performance metrics for the PRSUs are growth in Adjusted Tangible Book Value and relative TSR and are measured separately and subject to different performance periods. Under applicable SEC rules, the number of unearned PRSUs reported assumes the units are earned and vested (i) with regard to the PRSUs tied to growth in Adjusted Tangible Book Value, at 1.5x the number of units granted (representing satisfaction at the maximum performance level), and (ii) with regard to PRSUs tied to relative TSR, at 1.5x the number of units granted (representing satisfaction at the maximum performance level). (8)Represents the following unvested PRSUs granted to Ms. Brown that cliff vest upon satisfaction of performance requirements through the performance period: •28,335 that vest in 2025; •27,672 that vest in 2026; and •66,110 that vest in 2027 (9)Represents the following unvested PRSUs granted to Mr. Darby that cliff vest upon satisfaction of performance requirements through the performance period: •4,966 that vest in 2025; •6,279 that vest in 2026; and •13,327 that vest in 2027 (10)Represents the following unvested PRSUs granted to Mr. Brown that cliff vest upon satisfaction of performance requirements through the performance period: •3,802 that vest in 2025; •5,322 that vest in 2026; and •12,010 that vest in 2027 (11)Represents the following unvested PRSUs granted to Mr. Searby that cliff vest upon satisfaction of performance requirements through the performance period: •3,235 that vest in 2025; (12)Represents the following unvested PRSUs granted to Ms. Tenner that cliff vest upon satisfaction of performance requirements through the performance period: •6,738 that vest in 2027
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth information regarding the value realized by our NEOs on stock awards vested during the year ended December 31, 2024. No stock options were exercised during the year.
Option Exercises and Stock Vested
| Name | Stock Awards | | | | Number of shares acquired on vesting (#) | Value realized on vesting ($)(1) | | Priscilla Sims Brown | 70,055 | 1,748,270 | | Jason Darby | 16,580 | 466,631 | | Sam Brown | 15,443 | 431,672 | | Sean Searby | 13,196 | 373,701 | | Mandy Tenner | 6,302 | 193,658 |
Option Exercises and Stock Vested
(1)Based on the closing price of our common stock on the respective vesting dates.
Pension Benefits
Pension Benefits The Consolidated Retirement Fund (the “Pension Plan”) is a multi-employer pension plan which provides a defined benefit pension benefit for eligible employees who meet certain eligibility requirements. The Pension Plan pays a regular monthly income in addition to any benefit the employee is entitled to receive from Social Security. Pension Plan benefits are provided solely through employer contributions set by a collective bargaining or participation agreement between the Pension Plan and the Bank. For purposes of this discussion, capitalized terms have the meanings assigned to them in the Pension Plan, unless otherwise defined here. An employee automatically becomes a participant of the Pension Plan on the earlier of January 1 or July 1 after they attain age 21 and complete 1,000 Hours of Service in a period of 12 consecutive months (starting on their first day of work). Thereafter, all 12-month Service periods begin on January 1 of the next calendar year. An employee is vested when they have five years of Vesting Service. They are credited with one full year of Vesting Service if they complete at least 1,000 Hours of Service in a calendar year in Covered Employment. They are also automatically fully vested when they reach both age 65 and their fifth anniversary of participation in the Pension Plan, regardless of their years of Vesting Service, as long as they are still a member of the Pension Plan. Once an employee is vested, their pension benefits cannot be lost. The Pension Plan provides monthly annuity benefits payable to participants who retire at Normal Retirement, Early Retirement, Postponed Retirement and Deferred Vested Retirement (as defined in the Pension Plan). No Named Executive Officers were eligible for Early Retirement as of December 31, 2024, which requires that they reach both age 55 and 15 years of Vesting Service. Benefits are payable in different forms depending on an employee’s marital status and the choices they and their spouse make. For federal tax purposes, benefits from this Pension Plan are usually considered ordinary income and subject to taxation at the time of receipt. The computation of an employee’s benefit amount is based on their “Credited Service” and "Average Monthly Salary." "Average Monthly Salary" is the average of salary for 60 consecutive calendar months during the 120 months preceding an employee’s termination of employment. Salary only includes basic compensation and pre-tax elective deferrals. The amount of an employee’s monthly Regular Retirement or Deferred Vested Benefit will be the sum of: a. 1.65% of Average Monthly Salary multiplied by years of Credited Service (up to a maximum of 15 years) b. PLUS 1.925% of Average Monthly Salary multiplied by years of Credited Service in excess of 15 years. Credited Service is capped at 50 years. The following table sets forth certain information pertaining to the present value of accumulated benefits payable to our NEOs as of December 31, 2024. The amounts reflected have been determined using interest rate and mortality rate assumptions consistent with those used in the Company’s financial statements.
Pension Benefits
| Name | Plan Name | Number of Years Credited Service (#) | Present Value of Accumulated Benefits as of December 31, 2024(1) ($) | Payments During Last Fiscal Year ($) | | Priscilla Sims Brown | Consolidated Retirement Fund | 3.7 | $146,035 | $— | | Jason Darby | Consolidated Retirement Fund | 9.5 | $203,092 | $— | | Sam Brown | Consolidated Retirement Fund | 10.1 | $103,188 | $— | | Sean Searby | Consolidated Retirement Fund | 9.5 | $93,924 | $— | | Mandy Tenner | Consolidated Retirement Fund | 8.8 | $93,966 | $— |
Pension Benefits
(1) Please refer to footnote (4) to the Summary Compensation Table for the assumptions used to calculate the present value of accumulated benefits.
Non-qualified Deferred Compensation
Non-qualified Deferred Compensation The Company's Board of Directors adopted a nonqualified Bonus Deferral And Deferred Stock Unit Program ("Bonus Deferral Plan") to provide for a bonus deferral opportunity with matching benefits to certain eligible executives. The Bonus Deferral Plan allows participating executives to defer up to 100% of their annual incentive plan bonus in the form of deferred stock units ("DSUs") which will convert to shares issuable upon the earliest to occur of the executive’s separation from service (including death), a change of control or a qualifying financial emergency. Payouts are made in a lump sum or in installments up to five years, according to participant elections. DSUs pay out in shares of Company stock. The Company will match 100% up to 35% of any deferred bonus, in the form of additional DSUs credited to participants’ plan accounts. Executives are required to elect their deferral amount prior to the start of the performance year. Participants’ voluntary DSUs are fully vested. However, their matching DSUs are subject to vesting requirements based on age and years of service (as well as the one-year minimum vesting requirement under the Plan). To the extent that cash dividends are declared, DSUs are credited with dividend equivalent amounts in the form of additional DSUs. Contributions to the Bonus Deferral Plan began in 2025.
Potential Payments Upon Termination
Potential Payments Upon Termination The following table shows estimated payments that would be made to the NEOs upon specified events, assuming such events occurred on December 31, 2024, pursuant to each NEO’s employment agreement, equity awards, and other benefit plans or arrangements under the various circumstances presented. In addition, the NEOs are entitled to certain retirement benefits under plans maintained by the Bank or the Company that are not conditioned on a termination of employment or a change in control of the Bank or the Company. The NEOs are participants in the Consolidated Retirement Fund, as described above in the Pension Benefits section of this Proxy Statement, and details regarding their benefits in the pension plan are disclosed in the Pension Benefits table of this Proxy Statement.
Potential Payments Upon Termination
| Name(1) | Type of Payment | Involuntary Termination(2) ($) | Termination Due to Death(3) ($) | Termination Due to Disability(3) ($) | Involuntary Termination after Change in Control(4) ($) | Retirement | | Priscilla Sims Brown | Cash Severance Payment | $1,872,000 | $— | $— | $3,276,000 | $— | | | Life, Health & Disability | $38,419 | $440,000 | $— | $38,419 | $— | | | Long Term Incentives | $2,293,766 | $3,775,751 | $11,377,591 | $11,377,591 | $4,337,879 | | Jason Darby | Cash Severance Payment | $687,960 | $— | $— | $1,203,930 | $— | | | Life, Health & Disability | $38,419 | $465,000 | $— | $38,419 | $— | | | Long Term Incentives | $617,823 | $919,387 | $2,934,549 | $2,934,549 | $1,514,484 | | Sam Brown | Cash Severance Payment | $674,273 | $— | $— | $1,179,978 | $— | | | Life, Health & Disability | $38,419 | $490,000 | $— | $38,419 | $— | | | Long Term Incentives | $504,493 | $774,931 | $2,529,897 | $2,529,897 | $1,250,506 | | Sean Searby | Cash Severance Payment | $497,952 | $— | $— | $871,416 | $— | | | Life, Health & Disability | $42,032 | $465,000 | $— | $42,032 | $— | | | Long Term Incentives | $384,169 | $541,344 | $1,729,930 | $1,729,930 | $985,256 | | Mandy Tenner | Cash Severance Payment | $494,894 | $— | $— | $866,065 | $— | | | Life, Health & Disability | $38,419 | $465,000 | $— | $38,419 | $— | | | Long Term Incentives | $291,055 | $442,273 | $1,545,845 | $1,545,845 | $828,148 |
Potential Payments Upon Termination
(1)Ms. Brown, Mr. Darby, Mr. Brown, Mr. Searby and Ms. Tenner were covered under individual Employment Agreements in 2024. (2)Involuntary termination without cause - The Executive receives 12 months of salary, payment of bonus at target, and a prorated bonus payment depending on date of termination (assume 100% payment, upon term as of last day of fiscal year) and 12 months of COBRA coverage. Number in table assumes that employee terminates after the end of the performance/fiscal year. (3)In the event of Death or Disability, the Executive's estate shall receive company paid Life Insurance benefit and bank owned life insurance payment if applicable. (4)If the Company terminates the Executive’s employment without Cause other than due to Disability within ninety (90) days prior to a Change in Control and the Executive reasonably demonstrates that such termination was at the request of the eventual acquirer in connection with such Change in Control, such severance payment shall be in an amount equal to the sum of (i) twenty-one (21) months of the Executive’s Base Salary in effect on the date of such termination, and (ii) an amount equal to one hundred seventy-five percent (175%) of the Annual Target Bonus in effect for the fiscal year in which the date of such termination occurs, payable in equal monthly installments for a period of twenty-one (21) months. If not yet paid, Executive will also receive in full any prior year’s Annual Bonus not yet paid as of the termination date, payable on the normal payment date provided under the plan and paid entirely in cash. Payments that would otherwise have been owed to the Executive prior to the 60th day after termination of employment shall be made to the Executive on the 60th day after such termination of employment. In addition, if the Executive satisfies the release condition set forth in the preceding paragraph, then from the date of their termination of employment until twelve (12) months following the end of the month in which such termination occurs, the Company shall pay the premiums for any “COBRA” continuation health coverage for which the Executive is eligible during such 12-month period under Section 4980B of the Internal Revenue Code of 1986.
CEO Pay Ratio
CEO Pay Ratio Pursuant to Section 953 (b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402 (u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our median employee and the annual total compensation of our CEO. For 2024, annual total compensation of our median employee other than our CEO was $102,995 and the annual total compensation for our CEO as reported in the 2024 Summary Compensation Table was $5,334,658. Based on this information, for 2024 we estimate the ratio of our CEO’s annual total compensation to the annual total compensation of our median employee was 52 to 1. We identified our median employee using our entire workforce, as of December 31, 2024, including all full-time and part-time employees of the Bank. We used wages from our payroll records as reported to the Internal Revenue Service on Form W-2 for fiscal 2024, as our “consistently applied compensation measure” for purposes of identifying the median employee. We annualized compensation for full-time and part-time permanent employees who were employed on December 31, 2024, but did not work for us the entire year. No full-time equivalent adjustments were made for part-time employees. We determined the annual total compensation for our median employee by calculating total compensation for such employee using the same methodology that was used to calculate annual total compensation for our CEO, in accordance with the requirements of Item 402 (c)(2)(x) of Regulation S-K. With regard to the annual total compensation of our CEO, we used the amount reported in the “Total” column of our 2024 Summary Compensation Table, which is included in this Proxy Statement. The SEC’s rules for identifying the median employee and calculating the pay ratio allow companies to apply various methodologies and various assumptions and, as a result, the pay ratio reported by the Company may not be comparable to the pay ratio reported by other companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure The Company’s executive compensation program is designed to align pay outcomes with annual and long-term business performance and shareholders’ interests. Our program design choices, including the level of pay at risk, the mix of short-term and long-term incentives, the mix of long-term incentive vehicles, the metrics selected, and the rigor of incentive goals, all work together toward this objective. The Compensation Committee, along with its consultant, Farient, has assessed the relationship between realizable pay for our executives and the financial and TSR performance of the company. The results of these analyses have guided our pay decisions and the evolution of our pay program to ensure strong pay and performance alignment. The Pay versus Performance disclosure below provides an additional perspective on pay and performance alignment. The table below shows Compensation Actually Paid (“CAP”) (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”. For additional information regarding how the Company aligns NEO compensation with performance, refer to the Compensation Discussion & Analysis.
Pay Versus Performance Disclosure
| | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | | Fiscal Year | Summary Compensation Table Total for First PEO(1)(2) | Compensation Actually Paid to First PEO(1)(3) | Summary Compensation Table Total for Second PEO(1)(2) | Compensation Actually Paid to Second PEO(1)(3) | Summary Compensation Table Total for Third PEO(1)(2) | Compensation Actually Paid to Third PEO(1)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs(1)(3) | Company Total Shareholder Return(4) | Former Peer Group KBW Bank Index Total Shareholder Return(5) | New Peer Group KBW Regional Banking Index Total Shareholder Return(6) | Net Income ($ millions)(7) | Adjusted Tangible Book Value Growth(8) | | 2024 | $5,334,658 | $7,858,652 | N/A | N/A | N/A | N/A | $1,211,826 | $1,643,727 | $262.41 | $147.85 | $143.39 | $106.43 | 20.60% | | 2023 | $3,287,872 | $3,673,732 | N/A | N/A | N/A | N/A | $916,280 | $1,040,420 | $207.74 | $107.76 | $126.67 | $87.98 | 14.40% | | 2022 | $2,971,915 | $4,333,636 | N/A | N/A | N/A | N/A | $1,344,156 | $1,606,730 | $173.93 | $108.73 | $127.17 | $81.48 | 14.82% | | 2021 | $3,843,799 | $3,945,212 | $391,384 | $443,577 | $411,021 | $424,970 | $799,132 | $846,745 | $124.43 | $138.33 | $136.64 | $52.94 | 11.32% |
Pay Versus Performance Disclosure
(1)NEOs included in these columns reflect the following individuals:
Pay Versus Performance Disclosure
| Year | PEO | Non-PEO NEOs | | 2024 | Priscilla Sims Brown | Jason Darby, Sam Brown, Sean Searby, Mandy Tenner | | 2023 | Priscilla Sims Brown | Jason Darby, Sam Brown, Margaret Lanning, Sean Searby | | 2022 | Priscilla Sims Brown | Jason Darby, Sam Brown | | 2021 | Priscilla Sims Brown, Keith Mestrich, Lynne Fox | Jason Darby, Sam Brown |
Pay Versus Performance Disclosure
(2)Amounts reflect Total Compensation shown in the Summary Compensation Table for our NEOs for each corresponding year. (3)The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of if, when, or at which intrinsic value they will actually vest. To calculate CAP the following amounts were deducted from and added to Total Compensation in the Summary Compensation Table:
Pay Versus Performance Disclosure
| Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for First PEO | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | $5,334,658 | $3,287,872 | $2,971,915 | $3,843,799 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (2,999,995) | (1,300,000) | (1,000,000) | (2,500,000) | | (Minus): Change in Pension Value | (56,043) | (43,360) | (27,454) | (19,178) | | Plus: Pension Service Cost and Associated Prior Service Cost | 44,042 | 38,383 | 32,492 | 19,178 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 4,616,733 | 1,589,879 | 1,436,169 | 2,576,828 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 616,695 | 448,960 | 642,293 | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 195,446 | (415,322) | 217,164 | — | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 107,116 | 67,320 | 61,057 | 24,585 | | Compensation Actually Paid | $7,858,652 | $3,673,732 | $4,333,636 | $3,945,212 | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Second PEO | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | $— | $— | $— | $391,384 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | — | — | — | — | | (Minus): Change in Pension Value | — | — | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | — | — | — | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | — | — | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | — | — | 50,276 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | 1,917 | | Compensation Actually Paid | $— | $— | $— | $443,577 | | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid for Third PEO | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | $— | $— | $— | $411,021 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | — | — | — | (85,000) | | (Minus): Change in Pension Value | — | — | — | — | | Plus: Pension Service Cost and Associated Prior Service Cost | — | — | — | — | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | — | — | — | 87,070 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | — | — | — | — | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — |
Pay Versus Performance Disclosure
| Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | — | — | — | 10,439 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | — | — | — | 1,440 | | Compensation Actually Paid | $— | $— | $— | $424,970 | | Reconciliation of Average Summary Compensation Table Total to Average Compensation Actually Paid for Non-PEO NEOs | Fiscal Year 2024 | Fiscal Year 2023 | Fiscal Year 2022 | Fiscal Year 2021 | | Summary Compensation Table Total | $1,211,826 | $916,280 | $1,344,156 | $799,132 | | (Minus): Grant Date Fair Value of Equity Awards Granted in the Fiscal Year | (443,230) | (203,950) | (540,500) | (117,875) | | (Minus): Change in Pension Value | (27,651) | (25,121) | (21,443) | (18,149) | | Plus: Pension Service Cost and Associated Prior Service Cost | 19,306 | 20,099 | 16,361 | 13,463 | | Plus: Fair Value at Fiscal Year End of Outstanding and Unvested Equity Awards Granted in the Fiscal Year | 682,075 | 249,428 | 621,180 | 129,325 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | 124,039 | 79,244 | 127,471 | 10,553 | | Plus: Fair Value at Vesting of Equity Awards Granted and Vested in the Fiscal Year | — | — | — | — | | Plus/(Minus): Change in Fair Value as of the Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | 58,667 | (8,272) | 48,578 | 21,921 | | (Minus): Fair Value as of the Prior Fiscal Year End of Equity Awards Granted in Prior Fiscal Years that Failed to Meet Vesting Conditions in the Fiscal Year | — | — | — | — | | Plus: Value of Dividends or Other Earnings Paid on Equity Awards Not Otherwise Reflected in Total Compensation | 18,695 | 12,712 | 10,927 | 8,375 | | Compensation Actually Paid | $1,643,727 | $1,040,420 | $1,606,730 | $846,745 |
Pay Versus Performance Disclosure
For purposes of the above adjustments, the fair value of equity awards on the applicable date were determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant date fair value for accounting purposes. The assumptions used in calculating the fair value of the equity awards did not differ in any material respect from the assumptions used to calculate the grant date fair value of the awards as reported in the Summary Compensation Table, except that the fair value calculations of (i) the options granted on 1st January 2018 used an estimated term of 3.73 years in 2021, as compared to an estimated term of 6.50 years used to calculate the grant date fair value of such awards and (ii) (a) the 2019 Adjusted TBV PRSU assumed a payout above target in 2021, (b) the 2019 Adjusted TBV PRSU had payout above target and the 2020 Adjusted TBV PRSU assumed a payout above target in 2022, (c) the 2020 Adjusted TBV PRSU had payouts above target and the 2021 Adjusted TBV PRSU assumed a payout above target in 2023, and (d) the 2021 Adjusted TBV PRSU had payouts above target and the 2022 Adjusted TBV PRSU assumed a payout above target in 2024, in each case as compared to the grant date fair value calculations which assumed a payout at target. (4)Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day prior to the first fiscal year reported through the end of the applicable fiscal year, assuming reinvestment of dividends. (5)Former Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the KBW Bank Index for the period beginning on the last trading day prior to the first fiscal year reported through the end of the applicable fiscal year, assuming reinvestment of dividends. (6)Our newly selected peer group is the KBW Regional Banking Index, and our former peer group, the KBW Bank Index. We are presenting the KBW Regional Banking Index as we concluded it more closely reflects the size and characteristics of the Company. In future years, we will no longer provide a comparison to the KBW Bank Index. Our new Peer Group Total Shareholder Return represents the cumulative return on a fixed investment of $100 in the KBW Regional Banking Index for the period beginning on the last trading day prior to the first fiscal year reported through the end of the applicable fiscal year, assuming reinvestment of dividends. (7)The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. (8)Adjusted Tangible Book Value (“Adjusted TBV”) is our Company-Selected Measure, which in our assessment represents the most important financial performance measure used to link CAP to performance for the NEOs for the most recently completed fiscal year. Adjusted TBV is determined using the following formula: Stockholders’ equity, excluding minority interests, preferred stock, goodwill, core deposit intangibles, mergers and acquisitions, share repurchases, non-core items (such as tax adjustments), dividends paid on Bank stock, stock-based compensation expense, and other comprehensive income.