Elizabeth Magennis
About Elizabeth Magennis
Elizabeth Magennis, age 56, is President of ConnectOne Bank (since Dec 2020), previously EVP & Chief Lending Officer (Sept 2006–Dec 2020). She joined the ConnectOne Bancorp Board in 2023 and also serves on the Bank’s board; as a management director she is not independent . Company pay-versus-performance indicators show CNOB’s TSR index at 128.6 in 2024 (vs. 97.9 in 2023), with GAAP net income of $73.8 million and Core ROAA of 0.78% for 2024, framing the pay-for-performance context used for NEO incentives . The Compensation Committee emphasized Core ROAA, efficiency ratio, tangible book value per share, and PPNR in 2024, and recognized strategic execution around the First of Long Island merger announcement and regulatory preparations .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ConnectOne Bank (incl. legacy) | President | Dec 2020–Present | Leadership of bank franchise; strategic initiatives including 2024 FLIC merger work cited in incentive outcomes . |
| ConnectOne Bank (incl. legacy) | EVP & Chief Lending Officer | Sept 2006–Dec 2020 | Commercial lending leadership; growth and credit execution pre- and post-merger . |
External Roles
No additional public-company directorships disclosed; Magennis “also serves as a member of the Board of the Bank” (subsidiary) . The proxy notes no CNOB director currently serves on another public company board; this pertains to the Company board generally .
Fixed Compensation
| Component | 2023 | 2024 | 2025 (approved early 2025) |
|---|---|---|---|
| Base Salary ($) | 525,000 | 540,000 | 585,000 |
| Target Annual Incentive (% of salary) | 65% (unchanged vs 2023) | 65% | 65% (program structure) |
| Car Allowance ($/mo) | — | 750 | 750 |
Notes:
- 2024 Summary Compensation Table (SCT) base actually paid: $538,125 .
- 2025 increases reflected market benchmarking; Magennis +8.3% .
Performance Compensation
Annual Incentive Plan (AIP) – 2024 Structure and Outcome
- Target opportunities: CEO 95%; Bank President (Magennis) 65%; CFO 65%; others lower .
- Metrics and weights: Core ROAA (18.75%), Efficiency Ratio (18.75%), Tangible Book Value/Share (18.75%), PPNR (18.75%), Strategic Performance (25%) .
| Metric | Threshold | Target | Stretch | Actual 2024 | Weight | Payout Factor | Weighted Payout |
|---|---|---|---|---|---|---|---|
| Core ROAA | 0.60% | 0.80% | 1.00% | 0.79% (just below target) | 18.75% | 0.9499 | 17.81% |
| Efficiency Ratio | 60.0% | 55.0% | 50.0% | 55.6% (just below target) | 18.75% | 0.9403 | 17.63% |
| Tangible BV/Share | $23.25 | $24.00 | $24.75 | $23.91 (just below target) | 18.75% | 0.9467 | 17.75% |
| PPNR | 1.00% | 1.20% | 1.40% | 1.15% (just below target) | 18.75% | 0.8752 | 16.41% |
| Strategic | See categories | See categories | See categories | Between Target and Stretch (1.25x) | 25.00% | 1.25 | 31.25% |
| Total Payout | 100.00% | 100.85% |
AIP payout to Magennis for 2024: $353,984 vs target $351,000 .
Long-Term Incentives (LTI)
Structure for Bank President/CFO/CEO: 55% performance shares (PSUs) and 45% time-vested deferred stock units (DSUs), granted March 2024; others are 50%/50% .
| Grant (3/22/2024) | DSUs – Target # | DSUs – Grant Value ($) | PSUs – Target # | PSUs – Grant Value ($) | Total Grant Value ($) | Vesting/Performance |
|---|---|---|---|---|---|---|
| Elizabeth Magennis | 8,309 | 157,954 | 10,155 | 193,047 | 351,001 | DSUs vest ratably over 3 years; PSUs vest after 3-year performance (2024–2026) on Core ROA vs industry index with ±25% TSR modifier; payout 0–150% . |
Outstanding and 2024 vesting at 12/31/2024:
- Unvested DSUs: 20,111 units; MV $460,743 .
- Unearned PSUs: 24,244 units; MV $555,430 .
- 2024 vesting realized: 17,298 shares; value $331,431 .
Multi-Year Compensation (SCT components)
| Year | Salary ($) | Stock Awards ($) | Non-Equity Incentive ($) | Change in Pension/Deferred Comp ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 500,000 | 375,002 | 450,000 | 149,540 | 26,182 | 1,500,724 |
| 2023 | 525,000 | 426,555 | 334,084 | (7,461) | 27,420 | 1,305,598 |
| 2024 | 538,125 | 351,001 | 353,984 | 121,788 | 30,013 | 1,394,910 |
Program design notes:
- For 2024, 55% of equity for CEO, Bank President, CFO is performance-based; other NEOs 50% .
- Pay mix targets: significant at-risk and equity; ownership guidelines and clawback in place .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 114,317 shares; ~0.30% of outstanding (as of 3/31/2025) . |
| Vested vs Unvested | Unvested DSUs 20,111 (MV $460,743); unearned PSUs 24,244 (MV $555,430) at 12/31/2024 . |
| 2024 Stock Vested | 17,298 shares; value $331,431 . |
| Ownership Guidelines | Bank President: 3× base salary; compliance required within 5 years; all executives in compliance at YE 2024 . |
| Hedging/Pledging | Hedging prohibited; pledging prohibited for directors/officers (pre-11/23/2021 pledges grandfathered). No pledge disclosure for Magennis . |
| Insider Transactions | Form 4 filings indicate reported transactions in March 2025; e.g., ~5,543 shares at $23.83 on 3/21/2025 and ~2,528 shares at $23.63 on 3/26/2025 . See Form 4 index: 0001568214-25-000006 . |
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Initial three-year term; auto-renews for one additional year unless notice; base salary at least $525,000 (Board may increase); eligible for incentives/benefits; $750 monthly car allowance . |
| Severance (without cause/good reason) | Proxy narrative shows two formulations; the payout table evidences 2.5× base+target cash ($2,227,500), plus prorated bonus and up to 18 months benefits ($15,554) . A separate narrative section describes 1.5×/2.0×, but amounts in the table align with 2.5×; another narrative section explicitly states 2.5× (and 3× upon CIC) . |
| Change-in-Control (CIC) | If termination within 2 years post-CIC: 3.0× base+target cash ($2,673,000), prorated bonus based on actual, benefits up to 18 months; equity acceleration $895,048; SERP acceleration $450,517; subject to 280G cutback . |
| Clawback | Compensation Recoupment Policy upon financial restatement . |
| Anti-Hedging/Pledging | Hedging and pledging prohibitions for directors/officers (legacy pledges grandfathered) . |
| SERP | Supplemental Executive Retirement Plan (2019; supplemented in 2021): benefit equal to 30% of final salary (per plan definition), with vesting/trigger-dependent terms . 2024 registrant contributions: $121,788; YE 2024 deferred comp/SERP balance: $385,852 . |
| Split-Dollar Life Insurance | Beneficiaries entitled to share in death proceeds per agreement . |
Severance/CIC payout illustration (assumes 12/31/2024 trigger; performance at target):
- Cash: $2,227,500 (no-CIC) vs $2,673,000 (CIC termination) .
- Health/Welfare: $15,554 in both cases .
- Equity acceleration: $895,048 (CIC scenarios) .
- SERP acceleration: $450,517 (CIC termination) .
Board Governance (director role)
- Board service: Director since 2023; also serves on Bank board .
- Independence: Not independent (management director); CEO is also Chairman; the Board has a Lead Independent Director (Stephen T. Boswell) to balance governance .
- Committee memberships: 2024 committee rosters do not include Magennis; Audit & Risk, Nominating & Corporate Governance, and Compensation Committees composed entirely of independent directors (chairs: Baier; Huttle; Boswell) .
- Director pay (context for non-employee directors): Annual cash $60,000 plus $60,000 restricted stock; chair stipends (Audit $25,000; Comp $13,500; Nominating $12,000); committee member stipends (Audit $10,000; Comp $6,000; Nominating $6,000); Lead Independent Director $15,000 .
Dual-role implications:
- As Bank President and Company director, Magennis is non-independent; she does not sit on key independent committees per the disclosed rosters, mitigating independence concerns. Lead Independent Director structure and independent committee composition provide counterbalance .
Compensation Committee Analysis (governance and benchmarking)
- Independent committee members in 2024: Boswell (Chair), Nukk-Freeman, O’Donnell; Meridian Compensation Partners serves as independent advisor; committee retains sole authority and assessed Meridian’s independence (no conflicts) .
- Peer group (for 2024 benchmarking) includes 18+ Mid-Atlantic/Northeast banks (e.g., Independent Bank Corp., OceanFirst, Provident Financial Services, WSFS, Community Bank System); program targets market-median pay levels .
Performance & Track Record Signals
- 2024 strategic AIP scorecard credited management with advancing the value-enhancing First of Long Island merger (signed in Sept 2024; regulatory applications filed 4Q24); transaction closed June 2, 2025, expanding CNOB to ~$14B assets .
- Pay-versus-performance table shows improving TSR index level in 2024 and profitability metrics used (Core ROAA 0.78%; net income $73.8M) informing incentive payouts .
Investment Implications
- Alignment: High at-risk pay with 55% of equity performance-based for Bank President; robust ownership guidelines (3× salary) and clawback policy reduce misalignment risk; anti-hedging/pledging strengthens alignment (no pledge disclosed for Magennis) .
- Retention/Overhang: Material unvested equity (20,111 DSUs; 24,244 PSUs) and SERP benefits support retention; however, recurring March transactions (e.g., March 2025 Form 4s totaling ~8.1k shares) may create periodic selling overhang near vesting dates .
- Change-in-Control Economics: Illustrative cash severance (2.5× no-CIC; 3× upon CIC termination) plus equity/SERP acceleration is meaningful; the proxy contains a narrative inconsistency (1.5×/2× in one section) but tabular amounts and another section indicate 2.5×/3×—investors should anchor to the payout table and note 280G cutback .
- Execution Risk/Opportunity: AIP metrics (Core ROAA, efficiency, TBV/share, PPNR) tie pay to profitability and capital efficiency; 2024 strategic overachievement linked to merger execution supports future scale benefits, but integration performance will be the key forward driver of PSU realization (Core ROA vs peers with TSR modifier) .