Mandy Tenner
About Mandy Tenner
Mandy Tenner is Executive Vice President and Chief Legal Officer (since December 2023; previously EVP & General Counsel from April 2022). She joined AMAL in 2016 and held Deputy General Counsel (2018–2022) and Assistant General Counsel (2016–2018) roles. She is 45 years old and holds a B.A. (Brandeis), M.A. in French (Middlebury), and J.D. (Brooklyn Law School). She serves on the Advisory Board of Bank on Women . AMAL’s recent performance context underpinning pay decisions included 2024 core net income of $101.8M, core EPS $3.48, core efficiency ratio 50.33% (improved vs 2023), and 3-year TSR of 27.6% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amalgamated Financial Corp. | EVP & Chief Legal Officer | Dec 2023–present | Executive leadership over legal affairs; governance; risk/compliance interface |
| Amalgamated Financial Corp. | EVP & General Counsel | Apr 2022–Dec 2023 | Led legal function during growth and performance upcycle; supported strategic initiatives |
| Amalgamated Financial Corp. | Deputy General Counsel | Apr 2018–Apr 2022 | Senior legal leadership through product and operational expansion |
| Amalgamated Financial Corp. | Assistant General Counsel | Apr 2016–Apr 2018 | Corporate legal support during scaling of operations |
| ContourGlobal | Counsel | Nov 2010–Mar 2016 | Global power company legal work; infrastructure/energy expertise |
| Guggenheim Partners | Leveraged Debt Group | Early career | Transactional experience in leveraged finance |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Bank on Women | Advisory Board Member | Not disclosed | Current advisory role |
Fixed Compensation
| Year | Base salary (annualized) | Salary paid | Target bonus % | Target bonus ($) |
|---|---|---|---|---|
| 2024 | $353,496 | $350,724 | 40% | $141,398 |
Notes: Tenner’s employment agreement (Aug 24, 2022) initially set base salary at $330,000 and target bonus at 40% of base salary; initial annual equity opportunity equal to 40% of base salary .
Performance Compensation
2024 Annual Incentive Program (AIP) – Corporate Metrics and Payouts
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of target) |
|---|---|---|---|---|---|---|
| Core Earnings (in $mm) | 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 / Total Assets | 20% | 0.45% | 0.32% | 0.28% | 0.31% | 107% |
- Individual performance rating: Ms. Tenner = 4.0 on 5-point scale for 2024 .
- AIP outcome: $225,000 cash bonus for FY2024; 158% of target .
2024 Long-Term Incentive Program (LTIP) – Design
| Component | Metric | Weight | Performance period | Vesting |
|---|---|---|---|---|
| PRSUs | Adjusted Tangible Book Value growth | 50% | 3-year performance cycle | Cliff vest at 3 years, subject to performance |
| PRSUs | Relative TSR | 50% | 3-year performance cycle | Cliff vest at 3 years, subject to performance |
| TRSUs | Time-based | — | 3-year service | Vest ratably over 3 years |
2024 Equity Grants to Tenner
| Grant date | Award type | PRSUs threshold (#) | PRSUs target (#) | PRSUs max (#) | RSUs (#) | Grant date fair value ($) |
|---|---|---|---|---|---|---|
| 3/1/2024 | PRSU | — | 3,432 | 5,148 | — | $77,886 |
| 3/1/2024 | TRSU | — | — | — | 3,358 | $77,906 |
| 4/1/2024 (Differential award) | PRSU | — | 3,306 | 4,959 | — | $74,995 |
| 4/1/2024 (Differential award) | TRSU | — | — | — | 3,236 | $75,010 |
| 2024 (AIP cash opportunity) | Cash | $70,699 (th) | $141,398 (tgt) | $282,796 (max) | — | — |
Differential Investment Awards (retention): In April 2024, Tenner received a special award totaling $150,005 (equal mix of RSUs and PRSUs): 3,306 PRSUs (target) and 3,236 RSUs .
2024 Summary Compensation (as reported)
| Component | 2024 amount ($) |
|---|---|
| Salary | $350,724 |
| Stock Awards (TRSUs + PRSUs grant-date FV) | $155,792 |
| Non-Equity Incentive Plan Compensation (AIP) | $225,000 |
| Retention Stock Awards | $150,005 |
| Change in Pension Value and NQDC Earnings | $24,276 |
| All Other Compensation | $4,898 |
| Total | $910,695 |
Equity Ownership & Alignment
Beneficial Ownership (as of March 26, 2025)
| Holder | Shares beneficially owned | % of outstanding |
|---|---|---|
| Mandy Tenner | 5,225 | <1% (per proxy notation) |
Unvested/uneared equity at 12/31/2024:
- Unvested TRSUs: 13,840 units (market value $463,225 at $33.47/share) .
- Unearned PRSUs (not yet vested): 10,829 units (market/payout value $362,447 at $33.47/share) .
Stock ownership policy and hedging/pledging:
- Ownership guideline: EVPs must hold stock equal to 1x base salary; five-year compliance window; executives are either in compliance or within the five-year period .
- Hedging and pledging are prohibited, and holding in margin accounts is prohibited .
- Incentive Compensation Recovery (clawback) policy compliant with SEC/Nasdaq; recoupment for restatements and misconduct; filed as 10-K exhibit .
Vesting Schedules (as of 12/31/2024)
| Award tranche | Shares | Vesting detail |
|---|---|---|
| TRSU | 435 | Vest 2/15/2025 |
| TRSU | 4,932 | Vest 8/24/2025 |
| TRSU | 1,879 | Vest ratably on 2/15/2025 and 2/15/2026 |
| TRSU | 3,358 | Vest ratably on 3/1/2025, 3/1/2026, 3/1/2027 |
| TRSU | 3,236 | Vest ratably on 4/1/2025, 4/1/2026, 4/1/2027 |
Insider Selling Pressure / 10b5-1 Plans
- 4/29/2025: Tenner terminated a 10b5-1 plan adopted 11/11/2024 that permitted sales up to 25,217 shares (net of tax/withholding) with sale periods from 2/15/2025 to as late as 11/12/2025 .
- 8/14/2025: Tenner adopted a new 10b5-1 plan allowing sales up to 11,735 shares (net of tax/withholding) with sale periods starting 11/13/2025 through 11/12/2026 or until completed .
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Dated August 24, 2022; EVP & Chief Legal; initial base salary $330,000; target annual bonus 40% of base; initial annual equity opportunity 40% of base . |
| Sign-on equity | Time-vesting RSUs valued at $330,000 on 8/24/2022; vest in equal installments on first, second, and third anniversaries, service-based . |
| Agreement term | 36-month term with automatic annual renewal each Jan 1 to maintain a 36-month remaining term unless notice of nonrenewal; at-will employment . |
| Severance (without cause / good reason) | 12 months base salary + Annual Bonus Target + prorated Annual Bonus Target (assumed 100% for FY-end example) paid over 12 months; 12 months COBRA . |
| Change-in-control (double trigger) | If terminated without cause/good reason within 12 months post-CIC (or certain pre-CIC terminations), 21 months base salary + 175% of Annual Bonus Target over 21 months . |
| Excise tax gross-up | None; best-net cutback to avoid 280G excise tax unless full payment better after-tax . |
| Equity treatment | Double-trigger vesting of unvested awards following a change in control; acceleration upon certain terminations per award agreements . |
| Clawback | Incentive compensation subject to company clawback policies; employment agreement acknowledges company clawback policy . |
| Benefits/perquisites | Participation in standard employee plans; perquisites limited; legal/financial planning services among 2024 perqs for NEOs (perq amounts included in “All Other Compensation”) . |
Estimated Potential Payments (as of 12/31/2024)
| Scenario | Cash severance ($) | Life/Health & Disability ($) | Long-term incentives ($) |
|---|---|---|---|
| Involuntary termination (without cause) | $494,894 | $38,419 | $291,055 |
| Death | — | $465,000 | $442,273 |
| Disability | — | — | $1,545,845 |
| Involuntary termination after change in control | $866,065 | $38,419 | $1,545,845 |
| Retirement | — | — | $828,148 |
Performance & Track Record (Company context during tenure)
| Metric | 2023 | 2024 |
|---|---|---|
| Core net income (non-GAAP) ($mm) | $88.5 | $101.8 |
| Core diluted EPS (non-GAAP) | $2.94 | $3.48 |
| Core efficiency ratio (non-GAAP) | 51.33% | 50.33% |
| 3-year Total Shareholder Return (period ending year shown) | 28.2% (2023) | 27.6% (2024) |
| Nonperforming assets / total assets | 0.43% (2023 year-end context) | 0.31% (2024) |
Investment Implications
- Pay-for-performance alignment: Tenner’s AIP is 40% of salary with payouts tied 80% to financial metrics (earnings, efficiency, deposit growth, asset quality). 2024 corporate outcomes drove a 121% corporate payout factor, and Tenner’s final AIP was 158% of target, signaling above-plan performance and committee discipline via formulaic outcomes .
- Retention and selling pressure: Multiple unvested RSU tranches vest through 2027; PRSUs cliff vest in 2027, supporting retention. However, the adoption of a new 10b5-1 plan for up to 11,735 shares (and prior plan termination) indicates potential orderly selling pressure over 2025–2026 .
- Ownership alignment and risk controls: Beneficial ownership is modest (<1%), but EVPs must reach 1x salary ownership within five years; hedging/pledging is prohibited; robust clawback is in place—mitigating misalignment and governance risk .
- Downside/CIC protection: Standard banking-market severance (12 months base + target bonus) and enhanced double-trigger CIC protection (21 months base + 175% of target bonus) balance retention with shareholder-friendly features (no excise tax gross-ups; best-net cutback) .
- Net view: Incentive mix (PRSUs/TRSUs, formulaic AIP) ties pay to profitability, efficiency, deposit growth, credit quality, and long-term TBV/relative TSR, suggesting high linkage to drivers of bank value. The 10b5-1 plan signals potential incremental supply, while vesting ladders help retention; governance policies (no pledging, clawbacks) reduce red-flag risk .