Michael O'Malley
About Michael O’Malley
Michael O’Malley is Executive Vice President and Chief Risk Officer (CRO) of ConnectOne Bancorp, Inc. and ConnectOne Bank, employed since November 30, 2020 . As the Bank’s first CRO, he implemented and formalized enterprise risk governance, revamped management and Board-level risk committees, and enhanced new-product risk identification and controls, providing effective challenge on initiatives with unique risk profiles . Company performance during his tenure (illustrative context): cumulative TSR values were 131.9 (2021), 99.8 (2022), 97.9 (2023), and 128.6 (2024); GAAP net income was $130,353k (2021), $125,211k (2022), $87,003k (2023), and $73,793k (2024); Core ROAA was 1.70%, 1.47%, 0.93%, and 0.78%, respectively .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ConnectOne Bancorp / ConnectOne Bank | EVP, Chief Risk Officer | 2020–present | Implemented and formalized enterprise-wide risk governance; revamped management/Board risk committees; enhanced new-product risk review and controls; provided effective challenge across initiatives |
External Roles
No external public company directorships or external roles for Michael O’Malley were disclosed in the Company’s proxy statements .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 | 2025 |
|---|---|---|---|---|
| Base Salary (paid) | $350,000 | $368,000 | $376,750 | — |
| Base Salary (approved schedule) | $325,000 (minimum in employment agreement) | $375,000 | $378,000 | $385,000 |
| Target Annual Incentive (% of base) | 35% | 35% | 35% | — |
Notes:
- Employment agreement provides a $750 monthly car allowance .
- 2025 base salary set at $385,000 (approved in early 2025) .
Performance Compensation
Annual Incentive (2024 design and payout)
| Metric | Threshold | Target | Stretch | Actual | Weight | Interpolated Factor | Payout Contribution |
|---|---|---|---|---|---|---|---|
| Core ROA | 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 Book Value/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 Performance | — | — | — | Between target and stretch (1.25x) | 25.00% | 1.25 | 31.25% |
| Total Company Payout Factor | — | — | — | — | 100% | — | 100.85% |
O’Malley’s 2024 target annual incentive was $132,300 and actual payout was $133,425 (reflecting the 100.85% factor); the Committee did not apply individual modifiers .
Equity Awards and Vesting Design
- DSUs: time-vested, typically ratable over 3 years; no dividends prior to vesting .
- Performance Shares: 3-year performance period; Core ROA relative to Mid-Atlantic/Northeast banks (assets $4–$25B) with TSR modifier ±25% for ≥75th or ≤30th percentile; 0–150% vesting scale; no dividends before vesting .
| Equity Grants (Grant date) | 2022 (3/25/22) | 2024 (3/22/24) |
|---|---|---|
| Performance Shares – Target # | 1,867 | 3,480 |
| Performance Shares – Grant Value | $61,237 | $66,155 |
| DSUs – Target/Granted # | 2,801 | 3,480 |
| DSUs – Grant Value | $91,873 | $66,155 |
| Total 2024 Grant Value | — | $132,310 |
Vesting outcomes example: the 2022–2024 performance share cycle vested at 138.4% of target based on CNOB’s Core ROA ranking at 69.2% versus the industry index .
Outstanding Equity at FY2024
| Type | Units Unvested | Market/Payout Value |
|---|---|---|
| DSUs (time-based) | 8,005 | $183,395 |
| Performance Shares (unearned) | 8,939 | $204,792 |
Equity Ownership & Alignment
| Metric | 2024 (as of April 1, 2024) | 2025 (as of March 31, 2025) |
|---|---|---|
| Beneficial Ownership – Shares | 1,832 | 5,068 |
| Beneficial Ownership – % of Outstanding | 0.00% | 0.01% |
| Shares Pledged | None disclosed for O’Malley; pledging prohibited (grandfathered pre-11/23/21 only) | None disclosed for O’Malley |
| Ownership Guideline Requirement | 2× salary for EVPs | — |
| Guideline Compliance Status (YE2024) | All executive officers were in compliance | — |
Anti-hedging/pledging policy: prohibits hedging and pledging by directors/executives; pledges outstanding when policy changed on 11/23/2021 were grandfathered .
Employment Terms
| Scenario (assumes trigger on 12/31/2024) | Cash Severance | Health/Welfare Benefits | Equity Acceleration | Notes |
|---|---|---|---|---|
| Involuntary Termination (without cause) or Resignation (for good reason) | $382,725 | $41,375 | — | Formula: 0.75 × (current base + target bonus); 12 months benefits |
| Change-in-Control (CIC) only | — | — | $345,414 | Acceleration upon CIC per award terms |
| Involuntary Termination or Resignation for Good Reason following CIC (double-trigger) | $510,300 | $41,375 | $345,414 | Formula: 1.0 × (current base + target bonus); 12 months benefits; 280G cutback applies |
Key contractual terms:
- Initial 3-year employment term; auto-renews annually unless notice not to renew .
- Eligible for Company incentive and benefit plans; reimbursement of reasonable business expenses; $750 monthly car allowance .
- Clawback policy for incentive compensation in the event of financial restatement .
- Double-trigger CIC required for benefits (no excise tax gross-ups) .
Performance & Track Record
- Risk governance execution: O’Malley formalized ERM, revamped risk committees, enhanced governance documentation and new-product risk controls, and provided effective challenge across initiatives .
- Company pay-versus-performance context:
| Measure | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Cumulative TSR (index = 100 at start) | 131.9 | 99.8 | 97.9 | 128.6 |
| GAAP Net Income ($000s) | 130,353 | 125,211 | 87,003 | 73,793 |
| Core ROAA (%) | 1.70 | 1.47 | 0.93 | 0.78 |
Compensation Governance and Peer Group
- Compensation Committee: independent directors; uses Meridian Compensation Partners as independent consultant; no conflicts identified .
- Benchmarking: programs target market median with balanced fixed/variable and cash/equity mix; significant performance-based equity for NEOs; awards capped; clawback in place .
- 2024 peer group included Brookline Bancorp, Independent Bank Corp., Cambridge Bancorp, OceanFirst Financial, Columbia Financial, Peapack-Gladstone, Community Bank System, Provident Financial Services, Customers Bancorp, Sandy Spring Bancorp, Dime Community Bancshares, The Bancorp, Eagle Bancorp, Washington Trust Bancorp, First Commonwealth, WSFS, Flushing Financial .
Say-on-Pay & Shareholder Feedback
- 2024 advisory say-on-pay approval: 95.2% of shares voted in favor .
- 2025 advisory say-on-pay voting results: For 23,957,589; Against 4,546,013; Abstentions 411,908; Broker non-votes 4,581,440 .
Equity Ownership & Incentives Detail
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Total Compensation ($) | $708,620 | $669,694 | $661,047 |
| Salary ($) | $350,000 | $368,000 | $376,750 |
| Stock Awards ($) | $153,110 | $161,011 | $132,310 |
| Non-Equity Incentive ($) | $183,750 | $126,095 | $133,425 |
| Deferred Comp/SERP Participation | None disclosed (no balances) | — | None disclosed (no balances) |
Risk Indicators & Policies Relevant to Alignment
- Anti-hedging/pledging policy applies to executives; pledging grandfathered only for pre-11/23/2021 pledges; no O’Malley pledges disclosed .
- Stock ownership guidelines: EVP requirement 2× salary; all executive officers compliant as of YE2024 .
- Clawback policy covering incentive compensation upon restatement .
- No excise tax gross-ups in CIC agreements; option repricing not permitted; no dividends on unearned DSUs/PSUs .
Investment Implications
- Alignment: O’Malley’s incentive mix ties payouts to Core ROA, efficiency, TBV/share, and PPNR with multi-year performance shares modulated by relative TSR; this supports pay-for-performance and prudent risk-taking in his CRO remit .
- Retention and supply considerations: Meaningful outstanding DSUs (8,005 units) and PSUs (8,939 units) vest over time and upon 3-year performance cycles, potentially creating periodic liquidity events but also anchoring retention; no hedging/pledging allowed mitigates misalignment risk .
- Ownership: Beneficial ownership is modest at 0.01% in 2025; however, compliance with 2× salary ownership guidelines and performance-weighted equity grants help offset low outright share count .
- Contract economics: Severance is relatively conservative (0.75× salary+bonus; 1.0× on double-trigger CIC) compared to CEO/CFO multiples, reducing outsized parachute risk while still ensuring continuity through transactions .
- Governance sentiment: Strong say-on-pay support (95.2% in 2024; favorable 2025 voting results) and independent compensation oversight indicate shareholder acceptance of pay design and risk alignment .