Sean Searby
About Sean Searby
Sean Searby (age 43) is Executive Vice President, Chief Information and Operations Officer at Amalgamated Financial Corp., appointed on February 24, 2025 after serving as EVP, Chief Operations Officer since April 2022; he has been with AMAL since 2015 in operations and product leadership, and previously worked in Global Transaction Banking at HSBC’s USD Clearing Team and in the Strategic Planning Group at Cathay Bank . Company performance context during his tenure includes strong pay-for-performance alignment: 2024 cumulative TSR value of a $100 investment at $262.41, net income of $106.43 million, and Adjusted Tangible Book Value growth of 20.60% ; earlier 2021–2023 PRSU results were above the 75th percentile for rTSR (150% payout) and 12.18% Adjusted TBV growth (130% payout) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Amalgamated Financial Corp. | EVP, Chief Information and Operations Officer | Feb 2025–present | Not disclosed in proxy |
| Amalgamated Financial Corp. | EVP, Chief Operations Officer | Apr 2022–Feb 2025 | Not disclosed in proxy |
| Amalgamated Financial Corp. | EVP, Operations & Program Management | 2020–2022 | Not disclosed in proxy |
| Amalgamated Financial Corp. | Director, Product Management | 2018–2020 | Not disclosed in proxy |
| Amalgamated Financial Corp. | Director, Product & Client Services (Commercial Banking) | 2015–2018 | Not disclosed in proxy |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| HSBC | Global Transaction Banking – USD Clearing Team | Not disclosed | Provided foreign financial institutions and multinational corporations access to the USD market |
| Cathay Bank | Strategic Planning Group | Not disclosed | Strategic planning responsibilities (detail not disclosed) |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | 351,997 | 355,680 |
| All Other Compensation ($) | 4,917 | 12,144 |
| 2025 Base Salary (per amended agreement) |
|---|
| 420,000 |
- Stock ownership guidelines apply to EVPs and above; covered individuals are currently in compliance or within the five-year period to achieve compliance .
Performance Compensation
2024 Annual Incentive Program (AIP) – Corporate Metrics and Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Core Earnings ($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% |
Overall corporate payout earned: 121% of target .
AIP target for Searby: 40% of base; $142,272 .
AIP actual award: $225,000 (158% of target) .
| Searby AIP Summary | 2024 |
|---|---|
| Target ($) | 142,272 |
| Actual Award ($) | 225,000 |
| Actual as % of Target | 158% |
Long-Term Incentive Program (LTIP) – 2024 Grants
| Grant Date | Award Type | Shares at Target (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|---|
| Mar 1, 2024 | PRSU | 3,685 | 83,628 | Cliff vest at year 3, subject to performance (Adjusted TBV and relative TSR) |
| Mar 1, 2024 | TRSU | 3,605 | 83,636 | Vest ratably over 3 years |
| Apr 1, 2024 (Differential Investment Award) | PRSU | 3,306 | 74,995 | Cliff vest at year 3, subject to performance |
| Apr 1, 2024 (Differential Investment Award) | TRSU | 3,236 | 75,010 | Vest ratably over 3 years |
Performance metrics for PRSUs: 50% Adjusted TBV growth, 50% relative TSR . Dividends accrue and are paid in cash upon vesting; awards include double-trigger vesting on change in control and specified acceleration/pro‑ration rules upon certain terminations .
Historical PRSU Outcomes (2011–2023 cycles referenced in proxy)
| Metric | Actual Result | Earned PRSUs (Searby) |
|---|---|---|
| 2021–2023 rTSR vs peer group | >75th percentile (3rd of 55 banks) → 150% payout | 2,609 |
| 2021–2023 Adjusted TBV Growth | 12.18% → 130% payout | 2,253 |
Vesting Schedules – Outstanding TRSUs (as of 12/31/2024)
| Component | Shares | Vest Dates |
|---|---|---|
| TRSU | 1,097 | Feb 15, 2025 |
| TRSU | 5,111 | Aug 24, 2025 |
| TRSU (ratable 2 years) | 1,948 | Feb 15, 2025 and 2026 |
| TRSU (ratable 3 years) | 3,605 | Mar 1, 2025, 2026, 2027 |
| TRSU (ratable 3 years) | 3,236 | Apr 1, 2025, 2026, 2027 |
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Beneficial ownership (as of Mar 26, 2025) | 4,068.18 shares; <1% of outstanding |
| Unvested TRSUs (12/31/2024) | 14,997; market value $501,950 (at $33.47/sh) |
| Unearned PRSUs (12/31/2024) | 13,138; market/payout value $439,729 |
| PRSUs scheduled outside 60 days (target) | 11,180 at target; max 16,770 |
| Shares pledged as collateral | No pledging disclosed for Searby in proxy sections reviewed |
| Stock ownership guidelines | EVPs must own a significant amount; covered individuals are in compliance or within the five-year window |
| Option awards | No option exercises disclosed in 2024; stock awards vested 13,196 shares; value realized $373,701 |
Insider trading plan: On April 29, 2025, Searby adopted a Rule 10b5‑1 trading plan to sell up to 13,000 shares, with transactions during sale periods beginning on or after August 30, 2025 and ending on the earlier of April 26, 2026 or completion of authorized sales .
Employment Terms
| Term | Details |
|---|---|
| Initial employment agreement | Executed August 24, 2022; EVP, Chief Operations Officer; initial base $342,000; target bonus 40%; annual equity awards targeted at 40% of base; plus $342,000 time‑vesting RSUs vesting over three years |
| Amended & Restated employment agreement | Effective Feb 24, 2025; EVP, Chief Information and Operations Officer; base salary $420,000; target bonus 40%; annual equity targeted at 40% of base; 36‑month term with annual auto‑renew to maintain 36 months unless 90‑day prior notice |
| Severance (no CIC) | If terminated without cause/non‑renewal or resignation for good reason: 12 months base salary + Annual Bonus Target + pro‑rated Annual Bonus Target; payable in 12 monthly installments; 12 months COBRA premium payment/reimbursement |
| Severance (CIC – double trigger) | If terminated without cause within 12 months after CIC or within 90 days prior to CIC at acquirer request: 21 months base salary + 175% of Annual Bonus Target; payable in 21 monthly installments |
| Equity award vesting terms | Double‑trigger vesting upon CIC; pro‑rata vesting rules for disability/retirement, involuntary termination without cause/good reason, and death; forfeiture for cause with repurchase rights for vested time‑based shares at lower of FMV or price paid |
| Clawback/recovery policy | Incentive Compensation Recovery Policy referenced in CD&A Additional Information (details not enumerated in cited section) |
| Tax gross‑ups | No excise tax gross‑ups; best‑net cutback vs full payment to maximize after‑tax benefits |
| Non‑compete / non‑solicit / garden leave | Not disclosed in cited proxy sections |
Investment Implications
- Pay-for-performance alignment appears robust: corporate AIP metrics drove a 121% payout, with Searby’s AIP at 158% of target ($225k), and PRSUs tied to Adjusted TBV and relative TSR; prior cycle rTSR >75th percentile and 12.18% TBV growth underscore rigor and realized outcomes .
- Retention is strong: unvested TRSUs (14,997; $502k) and unearned PRSUs (13,138; $440k) as of 12/31/2024, plus a one‑time retention RSU award scheduled for Sept 1, 2025 valued at $420k, create meaningful unvested equity and future vesting hooks .
- Potential near-term selling pressure: a Rule 10b5‑1 plan to sell up to 13,000 shares during Aug 30, 2025–Apr 26, 2026 contrasts with disclosed beneficial ownership of 4,068.18 shares (<1%); monitor Form 4 filings for execution to assess supply and sentiment .
- Event-driven economics: double-trigger CIC severance (21 months base + 175% of target bonus) and equity acceleration provisions could raise transaction costs; absence of excise tax gross‑ups mitigates shareholder-unfriendly optics .
- Ownership alignment: low current beneficial ownership (<1%) is offset by significant RSU/PRSU exposure and stock ownership guidelines, supporting alignment through vesting and compliance expectations .
Note: Company operating performance context includes 2024 net income of $106.43 million, cumulative TSR value of $262.41, and 20.60% Adjusted TBV growth, which frame compensation outcomes and performance metrics used in incentive design .