Laura Criscione
About Laura Criscione
Executive Vice President and Chief Compliance Officer at ConnectOne Bancorp (CNOB) and a 2024 Named Executive Officer. Her 2024 total compensation was $664,078, comprised of base salary, annual cash incentive, and equity-based awards under a pay-for-performance framework . She beneficially owned 95,852 CNOB shares as of March 31, 2025 (0.25% of shares outstanding), supporting alignment with shareholders . Company performance metrics used in compensation include Core ROAA, efficiency ratio, tangible book value per share, PPNR, and longer-term pay-versus-performance outcomes show 2024 TSR of 128.6 with GAAP net income of $73,793 thousand and Core ROAA of 0.78% .
Past Roles
Skipped – not disclosed in CNOB’s recent proxy filings.
External Roles
Skipped – not disclosed in CNOB’s recent proxy filings.
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $325,000 | $341,000 | $362,000 |
| Target Annual Incentive (% of Salary) | – | – | 35% |
| Target Annual Incentive ($) | – | – | $127,750 |
| Actual Annual Incentive Paid ($) | $170,625 | $116,844 | $128,836 |
| All Other Compensation ($) | $26,040 | $18,445 | $30,013 |
| Total Compensation ($) | $677,954 | $619,908 | $664,078 |
Notes:
- Annual incentive targets/payouts follow a structured plan; 2024 payout reflects an overall 100.85% performance factor across metrics and strategic goals .
- The Company provides limited perquisites; NEOs receive a car allowance, though specific amounts are disclosed only for certain executives (e.g., CEO) .
Performance Compensation
| Metric | Threshold | Target | Stretch | Actual | Weight | Factor/Payout |
|---|---|---|---|---|---|---|
| Core ROA | 0.60% | 0.80% | 1.00% | 0.79% (“just below target”) | 18.75% | 0.9499 factor; 17.81% payout |
| Efficiency Ratio | 60.0% | 55.0% | 50.0% | 55.6% (“just below target”) | 18.75% | 0.9403 factor; 17.63% payout |
| Tangible Book Value/Share | $23.25 | $24.00 | $24.75 | $23.91 (“just below target”) | 18.75% | 0.9467 factor; 17.75% payout |
| PPNR (as % assets) | 1.00% | 1.20% | 1.40% | 1.15% (“just below target”) | 18.75% | 0.8752 factor; 16.41% payout |
| Strategic Performance | – | – | – | Between Target and Stretch (1.25) | 25.00% | 31.25% payout |
| Total | – | – | – | – | 100.00% | Overall 100.85% |
2024 annual incentive targets for NEOs included a target incentive of 35% of salary for Criscione; actual paid matched the interpolation results ($128,836 vs $127,750 target) .
Long-Term Incentives – Grant mix and mechanics
- Criscione’s 2024 LTIP was split equally between performance shares (PSUs) and time-vested deferred stock units (DSUs) .
- PSUs vest after three years based on Core ROA relative to a defined regional bank index, with a TSR modifier (+/-25%) for 75th/≤30th percentile outcomes; payout scale ranges 0–150% .
- DSUs vest ratably one-third per year over three years; grants may vary 0–150% of target based on Committee assessment; forfeiture applies if service ends before vesting .
| 2024 Equity Grants (Grant Date 03/22/2024) | Target # Shares | Grant Date Fair Value ($) |
|---|---|---|
| PSUs | 3,360 | $63,874 |
| DSUs | 3,360 | $63,874 |
| Total Equity Grant Value | – | $127,747 |
Vesting outcomes for the prior PSU cycle (2022–2024) reflected strong relative performance: Core ROA of 1.06% ranked at 69.2%, driving 138.4% of target PSUs vesting .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficially Owned Shares | 95,852 |
| Ownership % of Shares Outstanding | 0.25% |
| Footnote (custodial) | Includes 780 shares held as custodian for her daughter |
| Unvested DSUs (12/31/2024) | 7,555 shares; $173,085 market value |
| Unearned PSUs (12/31/2024) | 8,422 shares; $192,948 payout value |
| Shares Acquired on Vesting (2024) | 6,651 shares; $127,341 value realized |
| Options (exercisable/unexercisable) | None outstanding |
Stock ownership guidelines require Executive Vice Presidents to hold shares equal to 2× base salary; all executive officers were in compliance at year-end 2024 . Hedging and pledging are prohibited by policy; existing pledges as of the November 23, 2021 amendment were grandfathered, and no pledge is disclosed for Criscione .
Employment Terms
| Provision | Term |
|---|---|
| Change-in-Control Agreement | Double-trigger: payment upon CIC followed by (i) involuntary termination or (ii) qualifying voluntary termination; paid within 10 days subject to 409A release |
| CIC Cash Benefit Formula | Highest annual salary in prior 24 months + highest annual bonus in prior 24 months |
| 280G Cutback | Benefits subject to reduction to avoid excise tax under IRC §280G |
| Clawback | NASDAQ-compliant incentive compensation recoupment upon financial restatement |
| Hedging/Pledging | Prohibited for insiders (legacy pledges grandfathered as of Nov 23, 2021) |
Estimated payments (assuming triggering event on 12/31/2024 and targeted performance):
| Payment Type | Involuntary Termination (No CIC) | CIC (No Termination) | Termination Following CIC |
|---|---|---|---|
| Cash Compensation ($) | $438,750 | – | $585,000 |
| Health & Welfare Benefits ($) | $41,375 | – | $41,375 |
| Acceleration of Stock Awards ($) | – | $326,307 | $326,307 |
| Acceleration of SERP Benefits ($) | – | – | $190,474 |
Supplemental Executive Retirement Plan (SERP) participation supports retention:
| SERP Parameter | Value |
|---|---|
| Final Salary Percentage | 10.0% |
| Registrant Contributions in 2024 ($) | $15,482 |
| Aggregate Balance at 12/31/2024 ($) | $63,980 |
Compensation Structure Analysis
- Mix and trends: 2024 equity grant fair value ($127,747) was below 2023 ($149,178) and 2022 ($142,188), while cash incentive remained near target (overall factor 100.85%)—suggesting balanced pay tied to company performance amid industry volatility .
- Equity design shifts: Company does not grant options; LTIP emphasizes PSUs and DSUs with three-year performance and time-based vesting, respectively, improving retention and alignment vs. higher-risk options .
- Governance safeguards: No excise tax gross-ups; incentive caps; clawback; independent consultant benchmarking; anti-hedging/pledging policy; rigorous stock ownership guidelines—all supportive of shareholder-friendly practices .
Related Party Transactions
No related party transactions are disclosed for Criscione; Board-related branch leases are disclosed for a director (Rifkin), not for Criscione .
Risk Indicators & Red Flags
- Section 16(a) Delinquent Reports: The Company reported delayed Form 4 filings for several insiders in March 2023 due to tax withholding net-share calculations; Criscione was among those listed, related to vesting transactions on March 20 and March 23, 2023 .
- Policy mitigation: Strong insider trading controls, hedging/pledging prohibitions, and clawback policy reduce governance risk .
Compensation Peer Group & Shareholder Feedback
- 2024 compensation peer group includes regional mid-cap banks across the Mid-Atlantic and Northeast; benchmarks used to set pay levels .
- Say-on-Pay approval: 95.2% shareholder support in 2024 indicates broad investor alignment with compensation practices .
Investment Implications
- Alignment: Criscione’s ownership (0.25%), stock ownership guidelines (2× salary), and no-hedging/pledging policy signal strong alignment with shareholders and lower misalignment risk .
- Retention and potential selling pressure: DSUs vest one-third annually over three years; expected annual vesting from the March 2024 grant (3,360 DSUs) may create modest insider supply during trading windows, though policy controls reduce speculative risks .
- Incentive levers: Annual incentives pivot on Core ROA, efficiency, TBV/share, and PPNR; LTIP PSUs hinge on relative Core ROA with TSR modifier—tying payout to profitability, efficiency, capital strength, and shareholder returns. Outperformance in the 2022–2024 PSU cycle (138.4% vesting) underscores execution against these metrics .
- Change-in-control economics: A lower-multiple CIC formula (highest salary+bonus vs. multi-year multiples) limits windfall risk; double-trigger structure and 280G cutback are investor-friendly, curbing excessive payouts .
- Governance and investor support: High say-on-pay approval (95.2%) and comprehensive safeguards (clawback, independent benchmarking) should support continued investor confidence in pay-for-performance alignment .