Sam Brown
About Sam Brown
Sam Brown, age 43, is Senior Executive Vice President and Chief Banking Officer at Amalgamated Financial Corp. and has served in this role since August 2022; he joined the company in 2014 and previously led Commercial Banking from 2015 to 2022 . He holds a bachelor’s degree from the University of Southern California . Pay outcomes tie to performance: in FY2024 he earned $475,000 under the Annual Incentive Program (165% of target), reflecting above-target outcomes on efficiency and deposit growth, and strong individual performance (company AIP mechanics and Sam Brown’s payout) . Long‑term equity is explicitly performance‑linked: the 2022–2024 PRSU cycle paid at the maximum (150%) on both rTSR (>75th percentile) and Adjusted TBV growth (14.27%), and Mr. Brown earned 2,805 rTSR PRSUs and 2,898 Adjusted TBV PRSUs for that cycle .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Amalgamated Financial Corp. | SVP → EVP, Business Development | 2014–2015 | Commercial client growth and new relationship development |
| Amalgamated Financial Corp. | EVP, Director of Commercial Banking | 2015–Aug 2022 | Led commercial banking; positioned to drive core deposit and lending growth |
| Amalgamated Financial Corp. | Senior EVP & Chief Banking Officer | Aug 2022–Present | Executive leader over banking, tied to AIP metrics (Core Earnings, Efficiency, Deposits, Credit) |
| The White House (Office of Public Engagement) | Director, White House Business Council | 2013–2014 | President’s liaison to the private sector on economic policy |
| Obama‑Biden 2012 Campaign | Finance Chief of Staff | 2012 | National finance operations leadership |
| Organizing for Action | Founding Chief Operating Officer | 2013 | Organization launch and operations setup |
| Executive roles serving President Obama | Various | 2007–2012 | Policy and operational roles supporting administration priorities |
External Roles
- No public-company directorships for Sam Brown are disclosed in the 2025 proxy biography .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 347,424 | 365,505 | 381,310 |
| Non‑Equity Incentive Plan Compensation ($) | 400,000 | 459,604 | 475,000 |
| Stock Awards ($) | 134,000 | 250,000 | 295,041 |
| Retention Stock Awards ($) | 352,000 | — | 250,002 |
| Change in Pension Value ($) | 14,187 | 16,973 | 20,621 |
| All Other Compensation ($) | 7,647 | 14,002 | 14,360 |
| Total Compensation ($) | 1,339,008 | 1,106,084 | 1,436,334 |
| 2024 Cash Compensation Design | Value |
|---|---|
| 2024 Annualized Base Salary | $385,300 |
| Target Annual Incentive as % of Base | 75% |
| Target Annual Incentive ($) | $288,750 |
Performance Compensation
AIP (Annual Incentive Program) – Structure and 2024 Outcomes
| Metric (Weight) | Threshold | Target | Maximum | 2024 Actual | Payout (% of Target) |
|---|---|---|---|---|---|
| Core Earnings (40%) | $96.1mm | $104.0mm | $108.0mm | $101.8mm | 72% |
| Adjusted Core Efficiency Ratio (20%) | 52.0% | 50.8% | 50.2% | 50.3% | 178% |
| Growth of Non‑Time Deposits (20%) | 0.0% | 2.4% | 5.0% | 4.50% | 179% |
| Nonperforming Assets / Total Assets (20%) | 0.45% | 0.32% | 0.28% | 0.31% | 107% |
| Total AIP Corporate Payout | — | — | — | — | 121% |
| Sam Brown – AIP Result | FY2023 | FY2024 |
|---|---|---|
| AIP Award ($) | $459,604 | $475,000 |
| FY Award as % of Target | 165% | 165% |
| 2024 Individual Target % of Base | — | 75% |
Notes: AIP metrics and weights: Core Earnings (40%), Adjusted Core Efficiency Ratio (20%), Growth of Non‑Time Deposits (20%), Nonperforming Assets/Total Assets (20%) . Committee did not exercise discretion in determining 2024 results .
LTI (Long‑Term Incentives) – Vehicles, Grants, Metrics, Vesting
| Item | Detail |
|---|---|
| 2024 LTI Mix | 50% PRSUs, 50% TRSUs for each NEO |
| PRSU Metrics (2024 grants) | 50% relative TSR vs 2024 peer group; 50% Adjusted TBV growth (3‑year performance) |
| PRSU Vesting | Cliff vest after 3 years, subject to performance; payout capped at 100% if absolute TSR is negative |
| TRSU Vesting | Ratable over 3 years, subject to continued service |
| Dividends on RSUs | Accrued and paid in cash upon vesting |
| Option Usage | Company does not currently grant stock options |
| Sam Brown – 2024 Grants | Grant Date | Instrument | Target Units | Max Units | Grant Date Fair Value ($) |
|---|---|---|---|---|---|
| 2024 Annual LTIP | 3/1/2024 | PRSU (rTSR) | 3,321 | 4,982 | $147,512 |
| 2024 Annual LTIP | 3/1/2024 | PRSU (Adj. TBV) | 3,179 | 4,769 | Included above |
| 2024 Annual LTIP | 3/1/2024 | TRSU | 6,359 | — | $147,529 |
| 2024 Differential Award | 4/1/2024 | PRSU (Target) | 5,510 | 8,265 | $124,992 |
| 2024 Differential Award | 4/1/2024 | TRSU | 5,393 | — | $125,010 |
| Total 2024 LTI Value (Proxy SCT) | — | PRSU+TRSU | — | — | $295,041 |
| 2022–2024 PRSU Results (Earned in 2025) | Metric | Performance | Payout Multiple | Units Earned (Sam Brown) |
|---|---|---|---|---|
| Relative TSR | >75th percentile | 150% | 2,805 | |
| Adjusted TBV Growth | 14.27% | 150% | 2,898 |
Equity Ownership & Alignment
| Ownership Detail (as of record date) | Value |
|---|---|
| Beneficially owned shares | 22,817.33; less than 1% of outstanding |
| Unvested TRSUs outstanding (12/31/2024) | 21,861 units; $731,688 MV at $33.47 |
| Unearned PRSUs outstanding (12/31/2024) | 21,134 target units; $707,355 payout value at $33.47 |
| Unvested TRSU vesting cadence | 1,290 on 2/15/2025; 5,260 on 8/24/2025; 3,559 ratably 2/15/2025–2026; 6,359 ratably 3/1/2025–2027; 5,393 ratably 4/1/2025–2027 |
| Unvested 2024 PRSUs (target range) | 3,321 (rTSR) + 3,179 (Adj. TBV) from 3/1/2024 grants; 5,510 from 4/1/2024 grant (target); cliff vest in early 2027 subject to performance |
| Unvested PRSU potential (aggregate) | Minimum 0; target 19,432; maximum 29,148 (Sam Brown) |
| Stock ownership guidelines (executives) | Senior EVPs: 2x base salary; five years to comply (since Oct 30, 2019 adoption) |
| Hedging/pledging policy | Prohibits hedging, short sales, and holding/pledging company stock in margin accounts |
| Clawback policy | SEC/Nasdaq‑compliant incentive compensation recovery; additional misconduct-based recoupment |
| Options | Legacy options existed as of 3/27/2024 (31,520 exercisable for Mr. Brown) ; company does not currently grant options |
Employment Terms
| Term | Detail |
|---|---|
| Agreement date | Employment agreement effective August 24, 2022 |
| Initial base salary (on hire into role) | $352,000 |
| Target annual bonus | 75% of base salary |
| Initial annual equity opportunity | 50% of base salary (potential value) |
| One‑time new‑hire equity | $352,000 in time‑vesting RSUs on 8/24/2022; vest in three equal annual installments |
| Severance (no CIC) | 12 months base salary + target bonus + prorated target bonus, paid over 12 months; 12 months COBRA |
| Severance (double‑trigger CIC) | 21 months base salary + 175% of target bonus, paid over 21 months; 12 months COBRA |
| RSU treatment on termination | Disability/retirement: TRSUs continue on schedule; PRSUs pro‑rated based on actual results; Without cause/good reason/death: TRSUs pro‑rated immediate vest; PRSUs pro‑rated at target; CIC+qualifying separation: TRSUs immediate; PRSUs based on actuals (or target if indeterminable), pro‑rated |
| Tax gross‑ups | No excise tax gross‑ups; cut‑back vs full‑pay best‑net benefit applies |
Compensation Structure Analysis and Governance
- Heavy performance linkage: 2024 AIP driven by Core Earnings, Efficiency, Non‑time Deposit Growth, and NPA/Assets; corporate payout at 121% with disclosed thresholds/targets/maximums .
- Shift to RSUs vs options: company does not currently grant options; 2024 LTI is 50/50 PRSUs/TRSUs with clear three‑year performance design and double‑trigger CIC vesting .
- Special retention: 2024 “Differential Investment Awards” added incremental PRSUs/TRSUs for leadership retention and performance recognition .
- Say‑on‑pay support: prior year approval was 98.5%, indicating strong shareholder endorsement of pay program .
- Independent comp consultant: Farient Advisors retained; peer framework disclosed for benchmarking .
Investment Implications
- Near‑term vesting calendar: multiple TRSU tranches vest across 2/15/2025, 3/1/2025, 4/1/2025, and 8/24/2025 (aggregate 21,861 TRSUs at 12/31/2024), which may create settlement‑related trading volume around those dates .
- Pay‑for‑performance: 2024 AIP paid 165% of target for Mr. Brown alongside a 121% corporate scorecard, with maximum PRSU outcomes on 2022–2024 rTSR and Adjusted TBV—aligning management rewards with value creation (rTSR above 75th percentile; TBV growth 14.27%) .
- Alignment and risk controls: 2x‑salary ownership guideline for Senior EVPs, hedging/pledging prohibitions, and robust clawback policy reduce misalignment and mitigate governance risk .
- Transaction dynamics: Double‑trigger CIC severance (21 months base + 175% of target bonus) and accelerated equity provisions represent meaningful change‑in‑control economics, relevant for M&A modeling and retention considerations .