Jason Darby
About Jason Darby
Jason Darby, age 52, is Senior Executive Vice President and Chief Financial Officer of Amalgamated Financial Corp. (AMAL) since May 2021; he previously served as Chief Accounting Officer & Controller (2018–2021) and Controller & Senior Vice President (2015–2018) at AMAL. He is a licensed CPA in New York with a B.S. in accounting from St. Bonaventure University and an MBA from the University of Pittsburgh . During his CFO tenure, company performance improved: the value of a $100 investment in AMAL rose from $124.43 (2021) to $262.41 (2024), Net Income reached $106.43 million in 2024, and Adjusted Tangible Book Value (ATBV) growth accelerated to 20.60% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amalgamated Financial Corp. | CFO, Senior EVP | May 2021–present | CFO during period of strong TSR and ATBV outcomes |
| Amalgamated Financial Corp. | Chief Accounting Officer & Controller; Executive VP | 2018–2021 | Led controllership prior to CFO appointment |
| Amalgamated Financial Corp. | Controller & Senior VP | 2015–2018 | Built finance foundation before promotion |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG | Various roles (audit) | 5 years | Foundational public accounting experience |
| American Express | Various roles | 2 years | Financial operations experience |
| Capital One | Various roles | Not disclosed | Banking/finance roles prior to AMAL |
| Esquire Bank | Various roles | Not disclosed | Banking/finance roles prior to AMAL |
| North Fork Bank | Various roles | Not disclosed | Banking/finance roles prior to AMAL |
Fixed Compensation
Multi-year compensation for Jason Darby (as reported):
| Metric ($) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Salary | 401,154 | 435,346 | 453,891 |
| Stock Awards (LTIP PRSUs + TRSUs FV) | 175,000 | 295,000 | 354,810 |
| Non-Equity Incentive Plan Compensation (AIP) | 320,000 | 368,430 | 380,000 |
| Retention Stock Awards | 420,000 | — | 250,002 |
| Change in Pension Value | 28,698 | 36,515 | 42,951 |
| All Other Compensation | 4,452 | 9,869 | 14,636 |
| Total Compensation | 1,349,304 | 1,145,160 | 1,496,290 |
Additional fixed pay parameters for 2024:
- Annualized base salary: $458,640; target bonus 50% of base ($229,500) .
- Initial employment agreement terms (Aug 24, 2022): base salary $420,000; target bonus 50% of base; equity awards potential value 50% of base .
Performance Compensation
Annual Incentive Program (AIP) – FY 2024
| Item | Value |
|---|---|
| Base Salary (annualized) | $458,640 |
| Target Bonus % | 50% |
| Target Bonus $ | $229,500 |
| Actual AIP Payout | $380,000 |
| Payout vs Target | 166% |
| AIP Metrics (set by committee) | Core Earnings; Adjusted Core Efficiency Ratio; Growth in Non-Time Deposits; Non-Performing Assets to Total Assets |
Long-Term Incentive Program (LTIP) Grants – 2024
| Grant Date | Award Type | Target Units (#) | Max Units (#) | All Other Stock Awards (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 3/1/2024 | PRSU | 7,817 | 11,726 | — | 177,400 |
| 3/1/2024 | TRSU | — | — | 7,647 | 177,410 |
| 4/1/2024 (Differential) | PRSU | 5,510 | 8,265 | — | 124,992 |
| 4/1/2024 (Differential) | TRSU | — | — | 5,393 | 125,010 |
LTIP design and performance metrics:
- PRSU grants are weighted 50% relative TSR vs 2024 peer group (3-year performance) and 50% Adjusted TBV growth (3-year average) .
- rTSR performance levels: 25th/50th/75th percentile correspond to 50%/100%/150% of target; capped at 100% if absolute TSR negative .
- Adjusted TBV growth performance levels: 7.18%/10.25%/13.33% correspond to 50%/100%/150% of target .
2022–2024 PRSU results (earned in 2025):
| Metric | Threshold Units | Target Units | Max Units | Earned Units |
|---|---|---|---|---|
| rTSR (2022 grant) | 1,222 | 2,443 | 3,665 | 3,665 (150% at >75th percentile) |
| Adjusted TBV (2022 grant) | 1,262 | 2,523 | 3,785 | 3,785 (150% at 14.27%) |
Vesting and change-in-control:
- PRSUs and TRSUs accrue dividends and feature double-trigger vesting upon change-in-control with acceleration upon certain terminations .
Equity Ownership & Alignment
Beneficial Ownership
| Item | Value |
|---|---|
| Shares Beneficially Owned (as of 3/26/2025) | 35,623.36; less than 1% of outstanding |
| Shares Outstanding (record date) | 30,687,354 |
Outstanding Equity Awards (12/31/2024)
| Category | Units (#) | Market Value ($) |
|---|---|---|
| Unvested TRSUs | 25,199 | 843,411 (at $33.47) |
| Unearned PRSUs (at max per SEC rule) | 24,572 | 822,425 (at $33.47) |
TRSU Vesting Schedule (as of 12/31/2024)
| Vesting Date | Units (#) |
|---|---|
| Feb 15, 2025 | 1,684 |
| Aug 24, 2025 | 6,276 |
| Feb 15, 2025 & 2026 (ratable) | 4,199 total |
| Mar 1, 2025–2027 (ratable) | 7,647 total |
| Apr 1, 2025–2027 (ratable) | 5,393 total |
PRSU Cliff Vesting (subject to performance)
| Vest Year | Units (#) |
|---|---|
| 2025 | 4,966 |
| 2026 | 6,279 |
| 2027 | 13,327 |
Ownership policies and alignment:
- Stock ownership guidelines: Senior Executive Vice Presidents must hold stock equal to 2× annual base salary; compliance period is five years from becoming subject to the policy (adopted Oct 30, 2019). Covered individuals are in compliance or within the period to achieve compliance .
- Hedging and pledging prohibited; no margin or collateral pledging allowed for directors, officers, and employees .
- Incentive Compensation Recovery (clawback) policy mandates recoupment for restatements or misconduct; policy filed as exhibit to 10-K .
Employment Terms
| Provision | Details |
|---|---|
| Employment Agreement (CFO) | Effective Aug 24, 2022; base salary $420,000; target bonus 50% of base; equity awards potential value 50% of base |
| Severance (no cause / non-renewal / good reason) | 12 months base salary + target bonus + prorated bonus + 12 months COBRA; paid in 12 monthly installments |
| Change-in-Control (double trigger) | 21 months base salary + 175% of Annual Bonus Target; paid over 21 months; includes pre-CIC termination at acquirer’s request within 90 days |
| Excise Tax Treatment | Best-of provision: full payment or cutback to avoid 280G excise tax, whichever yields greater after-tax benefit; no tax gross-up |
| Equity Awards | Double-trigger vesting after CIC; dividends accrue and pay upon vesting |
| AIP Target (2024) | 50% of base salary; $229,500 |
| Deferred Compensation (DSU Plan) | Executives may defer up to 100% of AIP bonus into DSUs; company matches up to 35% in DSUs; matching DSUs vest based on age/years of service; payouts upon separation/CIC/emergency; began in 2025 |
Pension and Other Benefits
| Plan | Credited Service (years) | Present Value (12/31/2024) |
|---|---|---|
| Consolidated Retirement Fund (multi-employer defined benefit) | 9.5 | $203,092 |
Perquisites and benefits:
- Perquisites are limited; for non-CEO NEOs, “All Other” compensation primarily reflects cash dividends on vesting of RSUs .
Performance & Track Record (Company-level during CFO tenure)
| Metric | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|
| Company TSR (Value of $100 investment) | 124.43 | 173.93 | 207.74 | 262.41 |
| Net Income ($ millions) | 52.94 | 81.48 | 87.98 | 106.43 |
| Adjusted Tangible Book Value Growth (%) | 11.32% | 14.82% | 14.40% | 20.60% |
Additional LTIP performance validation:
- 2022–2024 PRSUs paid out at 150% for both rTSR (>75th percentile) and ATBV (14.27%), underscoring strong execution against long-term metrics .
Risk Indicators & Red Flags
- Hedging/pledging banned; reduces misalignment risk .
- No excise tax gross-ups; best-of provision still allows large CIC payouts (21 months base + 175% target bonus) that could be viewed as generous but standard for regional banks .
- Scheduled RSU/PRSU vesting creates potential near-term supply from award settlements; 2025–2027 vesting calendar is material .
Compensation Structure Analysis
- Cash vs equity mix: 2024 shows meaningful equity grants (PRSU/TRSU total grant date FV $354,810) alongside AIP payout ($380,000); plus special “Differential Investment” retention awards ($250,002) increasing equity-based retention .
- Shift to RSUs: AMAL uses PRSUs and TRSUs; no option awards for Darby; design lowers risk vs options and tightly ties outcomes to TSR and ATBV .
- Performance rigor: AIP/PRSUs use clear financial/TSR metrics with disclosed thresholds and caps; 2022–2024 outcomes at 150% suggest outperformance rather than discretionary inflation .
Equity Ownership & Alignment Details
- Ownership guidelines require 2× salary for Senior EVPs; compliance monitored annually; covered executives in compliance or within allowed period .
- Beneficial ownership <1%; unvested equity holdings are sizable, aligning pay with shareholder outcomes .
- Prohibitions on hedging/pledging and a formal clawback enhance alignment and governance .
Investment Implications
- Pay-for-performance alignment looks strong: 50/50 PRSU design on rTSR and ATBV with recent 150% payouts and rising TSR/ATBV metrics indicate high correlation of realized pay to value creation .
- Retention risk appears mitigated by substantial unvested TRSUs and PRSUs through 2027 and DSU deferral options; near-term vesting waves in 2025 could create stock settlement supply but also strengthen retention incentives .
- Change-in-control economics are competitive but sizable (21 months base + 175% target bonus, double-trigger equity), implying meaningful protection; absence of tax gross-ups is shareholder-friendly .
- Governance policies (ownership guidelines, anti-hedging/pledging, clawback) and lack of option repricing support investor confidence; no pledging red flags identified .