Scott Stoll
About Scott Stoll
Scott Stoll (age 64) has served as an independent director of Amalgamated Financial Corp. since November 2023. He is a retired Ernst & Young LLP partner with 36+ years focusing on financial services, risk management, asset-liability management, and global consulting leadership, including roles in Zurich and New York. He currently serves as Audit Committee Chair at Farmers Group, Inc. and Farmers New World Life Insurance Company and previously held board finance roles at the National Bureau of Asian Research; he is also on the Leadership Council of BGSU’s Schmidthorst College of Business .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner (Financial Services Consulting; Quality Assurance) | 2000–2018 (partner); prior audit 1982–1994; asset-liability mgmt advisory founder mid-1990s | Led expansion of FS consulting in Zurich; founded ALM advisory in U.S.; served global banks/insurers |
| National Bureau of Asian Research | Board Member, Treasurer | 2015–2020 | Chaired Finance and Audit Committees; Executive Committee member |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Farmers Group, Inc. | Audit Committee Chair | 2019–present | Audit oversight; SOX and financial controls |
| Farmers New World Life Insurance Co. | Audit Committee Chair; Executive Committee member | 2019–present | Executive Committee participation; audit leadership |
| BGSU Schmidthorst College of Business | Leadership Council Member | Current | Advises strategic initiatives; prior Strategic Planning Committee Chair |
Board Governance
- Independence: The Board determined Mr. Stoll is independent under Nasdaq standards and Rule 10A‑3; he qualifies as an Audit Committee financial expert .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; the full board met 7 times .
- Current committees (2024): Audit; Credit Policy .
- Post-2025 Annual Meeting assignments: Audit (member); Compensation & Human Resources (member); Enterprise Risk Oversight (member); Credit Policy (Chair) .
| Committee | 2024 Membership | 2024 Chair | 2024 Meetings | Post-2025 Assignment | Post-2025 Chair |
|---|---|---|---|---|---|
| Audit | Member | JoAnn Lilek | 12 | Member | JoAnn Lilek |
| Compensation & Human Resources | — | Meredith Miller | 9 | Member | Meredith Miller |
| Enterprise Risk Oversight | — | Maryann Bruce | 4 | Member | Maryann Bruce |
| Credit Policy | Member | Darrell Jackson | 7 | Chair | Scott Stoll |
Additional governance context: Workers United retains rights to designate directors and the Board Chair, and requires a Workers United–designated director to chair the Trust Committee; the company maintains designated standing committees per the 2018 Investor Rights Agreement .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Fees earned (cash) | $65,000 | Base director retainer $50,000; committee fees: Audit member $10,000; Credit Policy member $5,000 |
| Stock awards (grant-date fair value) | $50,003 | 1,954 RSUs granted May 22, 2024 at $25.59 per share; vests May 22, 2025 |
| Total | $115,003 | No option awards; no other compensation |
Additional director pay program features:
- Board Chair $150,000; Lead Independent Director $70,000; other directors $50,000 .
- Committee chair premiums (2024 increases): Audit Chair +$15,000; other chairs +$10,000 .
- RSU grants to non-employee directors of ~$50,000 annually, vesting in 1 year; dividend equivalents accrue and pay on vesting .
Performance Compensation
Directors do not receive performance-based pay; equity is time-vested RSUs.
| Award | Grant Date | Shares | Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|
| RSUs | May 22, 2024 | 1,954 | $50,003 | 100% on May 22, 2025 | None (time-based); dividend equivalents paid if vested |
No options outstanding for Mr. Stoll; legacy options exist only for Fox (18,400), Kelly (13,000), Romney Sr. (13,000) .
Other Directorships & Interlocks
| Company / Institution | Public? | Relationship to AMAL | Potential Interlock / Conflict |
|---|---|---|---|
| Farmers Group, Inc.; Farmers New World Life Insurance Co. | Private | None disclosed | No related-party transactions disclosed; independent audit roles |
| National Bureau of Asian Research | Non-profit | None | None disclosed |
| BGSU Schmidthorst College of Business | Academic | None | None disclosed |
Expertise & Qualifications
- Banking, insurance, and asset management advisory leadership; asset-liability management founder at EY .
- Audit Committee financial expert designation by the Board .
- Risk oversight experience across financial reporting, SOX, internal controls, and enterprise risk .
- Technology oversight present at the board level via the Technology Advisory Council created January 2025 (board-level context) .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Beneficial ownership (common) | 1,954 shares | Represents RSUs vesting within 60 days of record date (Mar 26, 2025) |
| Ownership % | <1% | Based on 30,687,354 shares outstanding (Mar 26, 2025) |
| Options | None | — |
| Director stock ownership guidelines | 3× annual cash retainer; counts net shares from RSUs/options; 50% net shares retained until compliant | Compliance measured annually; director-specific status not disclosed |
Section 16 filings:
- The company reported certain late filings in 2024 for named executives; no late filings disclosed for Mr. Stoll .
Governance Assessment
- Board effectiveness: Mr. Stoll strengthens audit and credit oversight as an independent “audit committee financial expert,” with expected elevation to Chair of Credit Policy post-2025—constructive for credit quality and risk governance .
- Independence and engagement: Board affirmed independence; he met the 75% attendance threshold; active participation on Audit and Credit Policy supports robust oversight .
- Alignment: Director pay structure blends modest cash with annual RSUs; no options or special perquisites; RSUs and stock ownership guidelines support longer-term alignment .
- Conflicts/related party exposure: No related-person transactions disclosed for Mr. Stoll; company applies stringent related-party review under Regulation O/Sections 23A/23B and internal policy . Notably, Workers United maintains governance rights (chair designation, nominations), a broader board-level consideration, but Stoll is independent and not affiliated with Workers United .
- Shareholder signals: Say-on-pay support was 98.5% in prior year, indicating positive investor sentiment on compensation governance (company-wide context) .
RED FLAGS: Structural influence from Workers United on chair and committee composition (Trust Committee chair must be a Workers United designee) requires ongoing monitoring; however, no Stoll-specific conflicts or attendance issues are disclosed .