Tony Wells
About Tony Wells
Tony Wells joined Amalgamated Financial Corp.’s Board on June 27, 2025, as a non‑employee director, with committee assignments to the Compensation Committee and the Nominating & Governance Committee . He brings nearly four decades of leadership across banking, payments, telecommunications, and energy; recent roles include Chief Media Officer at Verizon (2021–2023) and senior marketing leadership at USAA culminating as Chief Brand Officer (2017–2021) . He holds a B.S. from the United States Naval Academy and a Management Certificate from Johns Hopkins University Carey School of Business, and is a former Marine Corps infantry officer . He currently serves on the boards of Nexstar Media Group (NASDAQ: NXST), Yelp (NYSE: YELP), and private ad‑tech firm TripleLift, and is a Venture Partner at AZ‑VC (since 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Verizon | Chief Media Officer | 2021–2023 | Led media strategy in highly regulated telecom; senior executive role |
| USAA | Senior Marketing Executive; Chief Brand Officer | 2017–2021 | Chaired USAA Foundation and USAA Education Foundation; advanced financial literacy, D&I, and customer trust |
| United States Marine Corps | Infantry Officer | Prior to private sector | Leadership and discipline credentials |
External Roles
| Organization | Role | Tenure | Notes / Potential Interlocks |
|---|---|---|---|
| Nexstar Media Group (NASDAQ: NXST) | Director | Current | Public media company board service |
| Yelp (NYSE: YELP) | Director | Current | Public consumer reviews platform board service |
| TripleLift (private) | Director | Current | Private ad‑tech company board service |
| AZ‑VC | Venture Partner | Since 2024 | Arizona’s largest VC fund; venture oversight |
Board Governance
- Committee assignments: Compensation Committee; Nominating & Governance Committee .
- Independence indicators:
- No arrangements or understandings for selection; no transactions requiring Item 404(a) related‑party disclosure for Wells .
- Company discloses Compensation Committee members meet heightened Nasdaq independence standards ; Nominating & Governance Committee members are “independent” under Nasdaq standards .
- Committee engagement (2024 frequency, indicating expected workload):
- Compensation Committee met 9 times in 2024 .
- Nominating & Governance Committee met 7 times in 2024 .
- Executive Committee met 0 times in 2024 (scope limited to matters between Board meetings) .
- Director attendance: In 2022, each director attended at least 75% of Board and committee meetings; Wells joined in 2025, so his attendance will be assessed in future filings .
Fixed Compensation
| Component | Annual Amount ($) | Notes |
|---|---|---|
| Director cash retainer | 50,000 | Base annual retainer for non‑employee directors |
| Compensation Committee – member | 5,000 | Additional cash retainer for committee membership (Chair: +10,000; Wells is a member) |
| Nominating & Governance Committee – member | 5,000 | Additional cash retainer for committee membership (Chair: +10,000; Wells is a member) |
| Executive Committee – member | 5,000 | Not currently applicable to Wells based on assignment |
| Audit Committee – member/chair | 10,000 / +15,000 | Not applicable to Wells (he was not appointed to Audit) |
Wells’ 2025 cash retainers are pro‑rated to reflect service beginning June 27, 2025 .
Performance Compensation
| Grant Type | Grant Date Fair Value | Vesting | Dividend Equivalents | Forfeiture |
|---|---|---|---|---|
| RSUs (standard annual) | ≈50,000 | Vest on first anniversary of grant date | Accrue during vest; paid in cash if RSUs vest | Unvested RSUs forfeited upon resignation before vest |
| RSUs (initial appointment 2025) | ≈65,000 (pro‑rated) | Vest on first anniversary of grant date | Accrue during vest; paid in cash if RSUs vest | Unvested RSUs forfeited upon resignation before vest |
Directors’ equity is time‑based; there are no disclosed performance metrics (e.g., TSR, revenue, EBITDA) tied to director RSUs .
Other Directorships & Interlocks
| Company | Role | Potential Conflict / Related‑Party Exposure |
|---|---|---|
| Nexstar Media Group (NASDAQ: NXST) | Director | None disclosed; Company states no Item 404(a) transactions involving Wells |
| Yelp (NYSE: YELP) | Director | None disclosed; same as above |
| TripleLift (private) | Director | None disclosed; same as above |
| AZ‑VC | Venture Partner | None disclosed; same as above |
Expertise & Qualifications
- Multi‑industry executive experience (banking, payments, telecom, energy) supporting oversight of risk, brand, and stakeholder trust .
- Board governance experience across public and private companies (NXST, YELP, TripleLift) .
- Education: B.S., United States Naval Academy; Management Certificate, Johns Hopkins Carey Business School .
- Leadership background: Former Marine Corps infantry officer .
Equity Ownership
- Director Stock Ownership Guidelines: Minimum holding equal to 3x the director’s annual cash retainer (includes base plus committee/chair retainers) .
- Counting rules: Includes shares owned outright/jointly; shares in Company retirement/deferred plans; net shares underlying unvested time‑based RSUs; net shares underlying vested but unexercised options; excludes unvested options and unearned performance awards .
- Retention requirement: Until guideline met, retain 50% of net shares from any annual equity retainer .
- Compliance measurement: Annually (typically at July Board meeting) .
- Beneficial ownership disclosure: As of the March 26, 2025 record date, Wells was not yet a director and is not included in the beneficial ownership table; directors and officers as a group held 396,770.36 shares (1.29% of outstanding) at that date .
Governance Assessment
- Positive signals:
- No related‑party transactions requiring Item 404(a) disclosure for Wells at appointment; no selection arrangements disclosed .
- Committee assignments to Compensation and Nominating & Governance—both committees disclosed as comprised of independent directors under Nasdaq standards—support independence and governance quality .
- Director equity grants are time‑based RSUs with one‑year vest and dividend equivalents, combined with a 3x cash retainer ownership guideline and a 50% net‑share retention requirement, which enhances alignment with shareholders .
- Compensation Committee uses an independent consultant (Farient Advisors) with independence affirmed; participates without management present, reducing risk of pay‑design conflicts .
- Watch items / potential risks:
- Multiple outside public board commitments (NXST, YELP) and private board roles (TripleLift) increase time‑commitment demands; monitor attendance and committee engagement in upcoming proxies .
- New director status means ownership compliance and meeting attendance data will only be available in future filings; monitor for guideline attainment and engagement .
- Compensation structure context:
- Current non‑employee director pay mix: cash retainer ($50,000) plus committee retainers (e.g., $5,000 per committee, chair adders), and RSUs with ≈$50,000 annual fair value (initial ≈$65,000 pro‑rated), consistent with market and aligned via equity time‑based vesting .
Notes: All information above is sourced from Amalgamated Financial Corp.’s 2025 and 2024 DEF 14A proxy statements and the July 1, 2025 Form 8‑K and press release announcing Wells’ appointment .